InfoTrust Google Marketing Platform (GMP) - Media Platforms Reseller Terms and Conditions

Last updated: August 26, 2024.

These InfoTrust Google Marketing Platform (GMP) - Media Platforms Reseller Terms and Conditions (“GMP Ts&Cs”) apply to the extent that InfoTrust, LLC (“InfoTrust”) is providing to the client named below (“Client”) a software license for any of the following Google Marketing Platform (“GMP”) products provided by third party, Google: Campaign Manager 360 (“CM360”), Display & Video 360 (“DV360”), Search Ads 360 (“SA360”), or any other GMP product which InfoTrust may provide pursuant to the agreement between them from time to time (any one or more, “License”). These GMP Ts&Cs supplement the agreement between the parties for provision of such License and related services from InfoTrust to Client, including but not limited to anything equivalent to a statement of work (“SOW”) and a master service agreement (“MSA”). These GMP Ts&Cs, the SOW(s), and the MSA are all collectively called the “Agreement”.

In the event of a conflict between any of these GMP Ts&Cs, the SOW, or the MSA, the conflict shall be resolved in the following order: first, the SOW shall control; second, these GMP Ts&Cs shall control; third, the MSA shall control.

Client understands and agrees that: (a) the entirety of these GMP Ts&Cs are required in order for InfoTrust to perform under the Agreement, (b) the majority of the provisions herein are required by Google of resellers of GMP products and thus represent standard terms and conditions within the industry provided by similar providers of such services, and therefore, (c) these GMP Ts&Cs are non-negotiable. If Client does not desire to enter into these GMP Ts&Cs, it is not allowed to enter into the Agreement for the License.

1. General. Client may enter into one or more agreements directly with Google for Google’s provision of the License. InfoTrust does not operate or manage the License; the License is provided directly by Google and InfoTrust resells the License to Client, according to the terms of the Agreement. The agreement between Google and Client is a separate agreement from the Agreement hereunder, and Client agrees to fully indemnify InfoTrust for its activity thereunder. The License shall be considered Third Party Products and Services as provided under the MSA. Client agrees to abide by its direct agreement with Google at all times, as well as with all applicable, law, rule, regulation, and policy. InfoTrust does not respond to any security/privacy assessment or review requested by Client on behalf of Google; any response made by InfoTrust relates only to InfoTrust’s activities, which generally relate to InfoTrust’s provision of the License as a Google reseller, and InfoTrust’s related support services. No response by InfoTrust to any such assessment or review shall be construed as a response on behalf of Google, and if Client desires to obtain information regarding Google's security and privacy practices, it must refer to Google’s support documentation, or representations made by Google, only. Except as otherwise explicitly provided herein, InfoTrust is not responsible for any of Google’s actions or compliance with any contract or law. The contents of this document shall remain strictly confidential regardless of whether the parties have entered into any separate confidentiality provisions or agreement.

2. Applicable Terms. InfoTrust has entered into the general Google Platform Services Terms and Conditions available at https://www.google.com/intl/en_us/doubleclick/platform/terms.html and the Google Marketing Platform Advertising Service Specific Terms available at https://marketingplatform.google.com/intl/en_us/about/ads_platforms/gmp/advertising/terms/ (collectively the “Google Terms”). Client’s actions with regard to the License will have an impact on whether InfoTrust remains in compliance with the Google Terms, and that it shall therefore not cause InfoTrust to breach the Google Terms, and it shall fully indemnify InfoTrust for any such breach. Google may update or amend the Google Terms at any time without notice, and Client agrees to check them regularly for updates. Client also agrees to carefully read and understand the Google Terms before signing these GMP Ts&Cs.

3. Pricing Updates. Google may change the fees it charges to InfoTrust, or any other pricing terms it has with InfoTrust, at any time with at least 60 days’ prior notice to InfoTrust. InfoTrust shall use commercially reasonable efforts to communicate any changes that will materially impact Client as soon as possible, and InfoTrust shall pass through any such changes to Client effective upon notice. As InfoTrust has no change or termination option with Google as a result of any such changes, Client shall likewise have no change or termination option with InfoTrust as a result of any such changes.

4. Billing Currency. Unless otherwise provided in the SOW, all invoicing and payments shall be made in United States Dollars. Client understands and agrees that even though different currencies for media activities may be shown in the License user interface, these do not relate to what currency fees will be billed in. Unless otherwise agreed to between the parties in a written and signed agreement, the default currency for incurred media cost in the License shall be United States Dollars. Client shall be responsible for the currency exchange rates and any bank service or other fees incurred by InfoTrust in the event Client’s payments are not made in the agreed-to currency.

5. DV360 Fees. Client’s service fee for DV360 shall be calculated as follows.

a. Service Fee. Client’s monthly service fee for DV360 is the sum of:

i. Third-Party Fees in that month; plus
ii. the product of (1) the “Non-Exchange rate” as set out in the SOW multiplied by (2) the Non-Exchange Spend in that month; plus
iii. the product of (1) the “Exchange rate” as set out in the SOW multiplied by (2) the Exchange Spend in that month.

b. Definitions.

i. "Third-Party Fees" mean the sum of the cost of all Media, Third-Party Data, and any other third-party services which Client utilizes via DV360.
ii. "Media" means online advertising inventory made available for purchase to Client via DV360.
iii. "Third-Party Data" means the cookie-level information of a third party that is made available to Client via DV360 to target its purchases of Media.
iv. "Non-Exchange Spend" means the sum of the cost of all purchased Media: (1) offered via API integrations; (2) utilizing TrueView functionality and/or other YouTube formats; (3) offered via guaranteed or reserved deals; and (4) trafficked via third-party Tags.
v. "Exchange Spend" means the sum of the cost of all purchased Media offered via: (1) open or private auctions (i.e., multiple bidders for non-reserved Media); (2) preferred deals (i.e., first-look options and other non-guaranteed deals); and (3) any other deal type supported in DV360 which does not qualify for Non-Exchange Spend.
vi. "Spend" means the sum of Client's Exchange Spend and Non-Exchange Spend as reported by Google.

6. SA360 Fees. Client's service fee for SA360 shall be calculated as follows.

a. Service Fee. Client's monthly service fee for SA360 is equal to the amount spent on Ad inventory managed via SA360 hereunder each month multiplied by the applicable percentage listed on the SOW.

b. Definitions. Client's monthly service fee for SA360 is equal to the amount spent on Ad inventory managed via SA360 hereunder each month multiplied by the applicable percentage listed on the SOW.

i. "Ad(s)" means advertising content.

7. CM360 Fees. Client’s service fee for CM360 shall be calculated as follows.

a. Service Fee. Client’s monthly service fee for Standard Ad Serving is the number of Ad impressions served hereunder by standard Ad serving (“Standard Ad Serving”) each month multiplied by the applicable “Standard Ad Serving Rate” (i.e. the Display CPM or Video CPM) set out on the SOW. All rates for Standard Ad Serving are on a CPM basis. Grey gif, system defaults, and broken images served hereunder for creative trafficked by Client will be counted in determining the number of impressions, except to the extent caused by Google’s negligence.

b. Additional Fees. Fees for Tracking Ads and any Advanced Display Upcharge (each as described below, and if applicable) are additional to the monthly service fee for Standard Ad Serving.

c. Advanced Display Upcharge. For advanced display Ad formats, Client will pay the Advanced Display upcharge CPM set out on the SOW (“Advanced Display Upcharge”) in addition to the Standard Ad Serving Rate.

d. Monthly Service Fee for Clicks. Client’s monthly service fee for CM360 clicks is the number of times a Tag served for Client tracks a user’s “click” on a text-link or other placement without delivering an Ad impression associated with the Tag, multiplied by the Display CPC set out on the SOW (the “Click Rate”). For purposes of these GMP Ts&Cs, “placement” means the part of a Target Property where an Ad appears.

e. Tracking Ads for Impressions and Clicks.

i. "Tracking Ads" are designed to track impressions (“Tracking Ad Impressions”) and clicks (“Tracking Ad Clicks”) for placements and Ads that are not served by the CM360 License.
ii. The Standard Ad Serving Rate includes one Tracking Ad Impression per CM360 Ad serving impression, and the Click Rate includes one Tracking Ad Click per CM360 click.
iii. Any additional Tracking Ads will be charged at the Standard Ad Serving Rate or Click Rate, as applicable.
iv. In addition, if Client’s Click Total is greater than Client’s Impression Total for each placement and Ad in a particular month, Client will be charged the difference between the Click Total and the Impression Total, multiplied by the Click Rate.
v. As used herein, "Impression Total" means the total number of impressions served by Client hereunder for each placement and Ad in a particular month, and “Click Total” means the total number of times a Tag served for Client tracks a user’s “click” on a text-link or other placement without delivering an impression associated with the Tag for each placement and Ad in a particular month.

f. Definitions.

i. "Tag" means code (e.g., HTML) or a web beacon (e.g., pixel tag, clear GIF) that requests the delivery of an Ad or tracks an Ad impression or click.
ii. "Target Property" means a property on which an Ad is served via the License (i.e., web sites, consent-based e-mail publications, approved software applications or other properties as approved by Google).

8. Provisions Regarding Google Resold Services. Client’s sole point of contact regarding the License shall be InfoTrust. InfoTrust does not make any representations to Client about Google or any of its services other than what is made in marketing collateral approved by Google. Client must comply with the Policies. “Policies” is defined as (as provided in the Google Terms, and subject to change by Google from time to time without notice): the (i) Google Platforms Program Policies available at https://support.google.com/platformspolicy?hl=en; (ii) the Google Ad Manager Partner Guidelines available at https://support.google.com/admanager/answer/9059370 (if applicable); (iii) the EU user consent policy available at https://www.google.com/about/company/user-consent-policy.html; and (iv) any other policy and implementation guidelines provided by Google. Client understands and agrees that Google will have the right, pursuant to its agreements with InfoTrust, to terminate its reseller agreement with InfoTrust, at any time and for any or no reason, upon written notice to InfoTrust; in such event, InfoTrust will provide prompt notice to Client, and InfoTrust shall, if applicable, immediately terminate the Agreement with Client and refund any unused portion of prepaid fees, if any, at no fault or liability to Client. InfoTrust retains the right to assign the SOW to Google without Client’s consent. If InfoTrust is unable to provide the License and related services at any time during the term of the SOW for any reason whatsoever, including, without limitation, an occurrence of bankruptcy or a discontinuation of InfoTrust's business, and Google elects not to assume the terms of such SOW, then Client will enter into Google’s standard agreement(s) with respect to the License for a period of no less than the balance of the term of such SOW, the pricing terms for which will be negotiated in good faith at the time of such transition. Client shall adhere to the same privacy and legal compliance requirements set forth in the Google Terms, as if Client were “Company” thereunder; InfoTrust and Google shall have a right to suspend and/or terminate Client's use of all or any part of the applicable License in the event of a failure to comply with those terms (including for Policy violations). As between InfoTrust and Client, Client owns its Customer Data and InfoTrust shall take all such actions reasonably necessary to ensure that Client will own its Customer Data (as defined above). “Customer Data” means the data derived from the Client's use of the License. Client shall fully indemnify InfoTrust for Customer Data and any non-compliance or third-party claims relating to Customer Data. Client understands and agrees that as between InfoTrust and Google, Customer Data will be owned by InfoTrust and will be deemed to be InfoTrust's Confidential Information, provided that disclosure of Customer Data to Google, or by Google to any party reasonably necessary for Google to carry out its function, will not be deemed to be a breach of the confidentiality provisions between InfoTrust and Client.

9. Minimum Support Obligations. InfoTrust will provide at a minimum the support and training described at https://marketingplatform.google.com/intl/en_us/about/ads_platforms/gmp/advertising/partnermsos/ (or as otherwise provided by Google from time to time) in respect of the License and related services as provided in the SOW (“Minimum Support Obligations”). References to “Sales Partner” in the Minimum Support Obligations mean InfoTrust. References to “Resale Clients” in the Minimum Support Obligations mean Client.