Bedrock Platform

Composable Infrastructure for Media Trading Solutions

Standard Terms for BEDROCK PLATFORM Clients

Last Updated Date: 16th December 2024

1. Definitions

1.1 In this Agreement, the following additional definitions apply:

“Advertising” means digital material and content together with related code that you make available to BEDROCK PLATFORM to display such digital material and content on Media.

“Advertising Campaign” means a plan to deliver Advertising to a target audience.

“Advertising Materials” means creative materials, active URLs and their related tags.

“Bid” means a response (containing Bid Data) to a Bid Request.

“Bid Data” means the data and related information including the price that will be provided to a Supply Partner in response to a Bid Request that does not include any Personal Data that is not being used in accordance with all applicable laws.

“BEDROCK PLATFORM Agreement” or “Agreement” means the fully signed and dated BEDROCK PLATFORM Agreement that incorporates these terms that together form a fully executed agreement between you and BEDROCK PLATFORM.

“BEDROCK PLATFORM Curate” means BEDROCK PLATFORM’s proprietary technology that enables Clients to bundle together multiple types of Media that can be made available for sale for a predetermined price using the BEDROCK PLATFORM UI.

“BEDROCK PLATFORM Curate Fee” means the Fee payable by the Client for Curated Media sold by the Client.

“BEDROCK PLATFORM Fees” means the fees for the BEDROCK PLATFORM Services set out in a BEDROCK PLATFORM Agreement together with any additional fees for BEDROCK PLATFORM Services that the Client may select from time to time via the BEDROCK PLATFORM UI.

“BEDROCK PLATFORM System” means BEDROCK’s proprietary online programmatic trading platform that enables users to use the Bedrock Platform Services using the Bedrock Platform User Interface, further details of which can be accessed through the Bedrock Platform User Interface.

“BEDROCK PLATFORM Services” means the service or services that the Client may select from time to time via the BEDROCK PLATFORM UI.

“Bid Request” means a request (containing Supply Partner Data) made by a Supply Partner for Bids on Media that it has available for sale, including certain criteria that must be met such as the price for the Media and other information that does not include any Personal Data that is not being used in accordance with all applicable laws.

“BEDROCK PLATFORM User Interface” or “BEDROCK PLATFORM UI” means the online tool and/or API that allows the Client to access the BEDROCK PLATFORM Service.

“Curated Media” means bundles of Media that have been selected and pre-packaged by a Client using BEDROCK PLATFORM Curate.

“Data Processing Addendum” means the agreement that governs the processing of Personal Data by BEDROCK PLATFORM on your behalf in relation to the BEDROCK PLATFORM Service.

“Demand Partner” means a party that wishes to buy Media.

“Impression” means provision of the relevant Advertising Materials to the relevant Site after a Winning Bid has been successfully completed in accordance with section 3.

“Intellectual Property” means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, trade marks, know-how, confidential information, trade secrets, patents, inventions and discoveries and all other rights (including moral rights) resulting from intellectual activity in the industrial, scientific, literary or artistic fields in each case whether registered or unregistered and including any pending applications for or rights to apply for any of the foregoing anywhere in the world.

“Media” means digital advertising units on Sites and other locations made available by Supply Partners where Advertising can be displayed that is made available for sale on the BEDROCK PLATFORM System.

“Media Cost” means the cost of Media acquired through the operation of the BEDROCK PLATFORM System as set out in section 3.

“Personal Data” means information that allows the holder to identify someone as an individual and/or is considered to be ‘Personal Data’ by any applicable laws.

“QPS” means Queries per second. This is the number of queries sent per second to the Client by the BEDROCK PLATFORM System, where a query is a Bid Request.

“QPS Sent to Client” means a BEDROCK PLATFORM Service that provides the Client with a desired number of Bid Requests sent per second, on average calculated on a monthly basis, that are filtered according to criteria selected using the BEDROCK PLATFORM UI, such as certain user groups, inventory type, and geographical region(s).

“Site” means one or more websites and/or online locations made available to the BEDROCK PLATFORM System that are operated by or on behalf of a Supply Partner or upon which a Supply Partner has the right to display Advertising.

“Supply Partner” means a party that wishes to sell Media using the BEDROCK PLATFORM System.

“Supply Partner Data” means data that does not identify BEDROCK PLATFORM or a Supply Partner or a Site (or information that the holder would already have had before it was provided by BEDROCK PLATFORM) that the BEDROCK PLATFORM System uses for the day-to-day operation of the BEDROCK PLATFORM System that does not contain any Personal Data that is not being used in accordance with all applicable laws.

“Winning Bid” means the amount payable for each Bid for Media that wins in accordance with section 3.

“Won Impressions” means a BEDROCK PLATFORM Service that provides the Client with a set number of Impressions that can be won in the month of Service.

2. Applicability

This Agreement relates to the sale and purchase of Media using the BEDROCK PLATFORM Services and constitutes the entire agreement between you and BEDROCK PLATFORM relating to this unless expressly stated otherwise. Any contrary terms and conditions that you may have shall not apply to this Agreement.

3. Operation of the BEDROCK PLATFORM System

3.1 The BEDROCK PLATFORM System shall use criteria and other information provided by the Client using the BEDROCK PLATFORM UI to place and win Bids to buy Media on behalf of the Client and procure delivery of the Client’s Advertising relating to such winning Bids. The Client shall pay the BEDROCK PLATFORM Fees and reimburse the Media Cost to BEDROCK PLATFORM for all Media it buys using the BEDROCK PLATFORM System.

4. Third party advertisers

4.1 You agree to ensure that all provisions of this Agreement are complied with by both you and any third party advertisers that you represent. You will be directly liable to BEDROCK PLATFORM for any act or omission by you or your advertiser that is not in accordance with this Agreement.

4.2 You confirm that you are the authorised representative of any advertiser that you place Advertising on behalf of using the BEDROCK PLATFORM Service and that you are authorised to enter into and perform this Agreement on behalf of any such advertiser. You agree to be jointly and severally liable with any advertisers that you represent for all payment obligations set out in this Agreement and that BEDROCK PLATFORM may contact any advertiser that you represent if any amounts payable under this Agreement are not received by BEDROCK PLATFORM by the due date.

5. Client obligations

5.1 You warrant, represent and confirm that:

5.1.1 All Advertising and the websites, goods and services that they promote shall not violate any BEDROCK PLATFORM Policies and Creative Guidelines (available upon request) as updated by BEDROCK PLATFORM and advised to you from time to time.

5.2 You agree that if BEDROCK PLATFORM, acting reasonably, believes that you do not comply with any obligations of this section 5, BEDROCK PLATFORM may immediately suspend the provision of the BEDROCK PLATFORM Services (either with or without providing notice of this) to you, until BEDROCK PLATFORM is reasonably satisfied with your compliance with this section 5.

5.3 You agree to comply with the Data Processing Addendum.

5.4 You represent and warrant that where applicable, you have obtained all necessary consents from end users for purposes of personalizing Advertising, in accordance with the EU General Data Protection Regulation (“GDPR”) and the GDPR as it forms part of UK law via section 3 of the European Union (Withdrawal) Act 2018 (the “UK GDPR“); the EU e-Privacy Directive (Directive 2002/58/EC); any national laws made in relation to the same and as superseded, amended or replaced); the California Consumer Privacy Act of 2018, California Civil Code §1798.100 et seq. (“CCPA“), together with any amending or replacement laws, including the California Privacy Rights Act of 2020 (“CPRA”) and any regulations thereunder; other applicable US privacy state laws; (vi) the rules, codes and guidelines of the European Interactive Digital Advertising Alliance (“EDAA“); and the Network Advertising Initiative (“NAI“) and the California Consumer Privacy Act (“CCPA”) and will send BEDROCK PLATFORM all information reasonably requested by BEDROCK PLATFORM relating to the same (and as BEDROCK PLATFORM may reasonably update from time to time).

5.5 You agree to comply with “BEDROCK PLATFORM Acceptable Use Policy” as set out in this section 5.5. If BEDROCK PLATFORM believes that you are in violation of this policy with regards to your use of the BEDROCK PLATFORM Services (including the APIs, and the user interfaces offered by BEDROCK PLATFORM), BEDROCK PLATFORM may ask you to moderate your access and usage accordingly. BEDROCK PLATFORM reserves the right to restrict and/or suspend your access to the BEDROCK PLATFORM Services and the BEDROCK PLATFORM System if you have not cured this violation within 5 business days of BEDROCK PLATFORM asking you to do so.

6. BEDROCK PLATFORM Obligations

6.1 BEDROCK PLATFORM shall use all reasonable endeavours to arrange for the display of your Advertising in accordance with this Agreement.

6.2 BEDROCK PLATFORM will measure the delivery of the Advertising using BEDROCK PLATFORM’s reporting systems.

6.3 BEDROCK PLATFORM shall use all reasonable endeavours to ensure that all Supply Partners ensure that their Sites, everything displayed on their Sites and their Bid Requests shall not:

(a) violate or encourage violation of any applicable laws, regulations or advertising codes;

(b) infringe any intellectual property rights of any third party or contain any material which may be harmful, abusive, obscene, threatening, or defamatory;

(d) promote or contain links to gambling, online casinos, tobacco, alcohol or weapons; or

(e) promote or contain links to malware including but not limited to ‘viruses’, ‘Trojans‘ and ‘worms’.

6.4 BEDROCK PLATFORM agrees to comply with the Data Processing Addendum.

7. Rejection of Advertising

BEDROCK PLATFORM may reject any Advertising that you make available through the BEDROCK PLATFORM System that does not comply with clause 5.1. However, you acknowledge and agree that BEDROCK PLATFORM has no obligation to review and/or approve any Advertising that you submit to the BEDROCK PLATFORM System and that BEDROCK PLATFORM accepts no liability for any Advertising that is displayed on a Site on your behalf in accordance with this Agreement.

8. Payment for Media and the BEDROCK PLATFORM Services

8.1 Where you have agreed to pre-pay for Media that you buy, you agree to pre-pay BEDROCK PLATFORM at least 7 days before the end of each calendar month an agreed amount each month for Media that you plan to buy in the next calendar month.

8.2 If you do not pay BEDROCK PLATFORM on time, all amounts due on your account will become immediately payable by you to us on demand and we reserve the right to suspend provision of the BEDROCK PLATFORM Services to you and/or terminate this Agreement and/or any part of it if any amounts payable by you are overdue by more than 10 days.

8.3 If you do not pay BEDROCK PLATFORM on time, we reserve the right to charge you interest at the rate of eight per cent (8%) above the base rate of the Bank of England on any overdue amounts. If we need to take legal action against you for failing to pay us in accordance with this Agreement, you also agree to pay the legal costs and expenses that we incur in making you pay us.

8.4 You are not entitled to set-off any amounts that you owe BEDROCK PLATFORM against any amounts that BEDROCK PLATFORM owes you, unless we have accepted your claim or your claim has been found to be valid by a final court ruling.

8.5 If you dispute any amount on an invoice, you should provide notice of this to BEDROCK PLATFORM by writing to your BEDROCK PLATFORM representative within 15 business days of the end of the month that the invoice you dispute relates to. Your email must include the amount you dispute and provide adequate information to support your claim. Within 30 business days of receipt of your email, BEDROCK PLATFORM will investigate and provide you with a written response. You may not withhold payment for any amounts that you do not dispute.

9. Intellectual Property

9.1 Unless expressly stated in this Agreement, neither party will acquire any right, title or interest in any Intellectual Property Rights belonging to the other party or to the other party’s licensors.

9.2 Where BEDROCK PLATFORM provides you with software and/or access to any User Interface in connection with the BEDROCK PLATFORM Services, BEDROCK PLATFORM grants you a non-exclusive, non-sublicensable licence for use of that software and/or User Interface. This licence is for the sole purpose of allowing you to use and enjoy the benefit of the BEDROCK PLATFORM Services. You may not copy, modify, distribute, sell or lease any part of the BEDROCK PLATFORM Service technology, included software or User Interface, nor may you reverse engineer or attempt to extract the source code of that software or User Interface, unless laws prohibit such restrictions or you have BEDROCK PLATFORMS’s prior written permission to do this. You will not remove, obscure or alter any BEDROCK PLATFORM copyright notice (if any), branding or other proprietary rights notices affixed to or contained within the BEDROCK PLATFORM System, User Interface, software or related documentation.

9.3 BEDROCK PLATFORM may include your name and branding in BEDROCK PLATFORMS’s presentations, marketing materials, customer lists and financial reports.

10. Payment deposits

10.1 BEDROCK PLATFORM may require you to pay a deposit in advance for amounts payable by you to BEDROCK PLATFORM under this Agreement (a “Payment Deposit”).

10.2 If you pay a Payment Deposit it will be offset against future invoices payable by you to meet your payment obligations under this Agreement, the balance will be refunded to you (without any interest) at the end of this Agreement. If you do not pay BEDROCK PLATFORM in full in accordance with this Agreement, your Payment Deposit will be set off against your payment obligations to BEDROCK PLATFORM.

11. Use of information

11.1 You hereby grant BEDROCK PLATFORM all rights necessary in Advertising and other materials you provide to the BEDROCK PLATFORM System to enable BEDROCK PLATFORM to fulfil its obligations under this Agreement including the right to advise BEDROCK PLATFORM and BEDROCK PLATFORM customers and prospective customers that you use the BEDROCK PLATFORM Services.

11.2 You hereby agree that BEDROCK PLATFORM is entitled to sublicense the licenses granted to BEDROCK PLATFORM under this Agreement to third parties where necessary to fulfil our obligations under this Agreement.

12. Liabilities and indemnities

12.1 You agree to indemnify, defend and hold harmless, BEDROCK PLATFORM, its affiliates, agents and Supply Partners from and against any and all third-party claims and liabilities arising out of or related to your breach of any part of this Agreement. Supply Partners that use the BEDROCK PLATFORM System and any direct or indirect, wholly or partly owned subsidiaries and/or holding companies of BEDROCK PLATFORM are third-party beneficiaries of this indemnity.

12.2 BEDROCK PLATFORM agrees to indemnify you and hold you harmless against any and all third-party claims and liabilities arising out of or related to BEDROCK PLATFORM’s breach of any part of this Agreement.

13. Representations, warranties and disclaimers

13.1 You represent and warrant that you have the full power and authority to agree to this Agreement.

13.2 You represent and warrant that (i) you are the owner of, or are legally authorised to act on behalf of the provider of the Advertising; and (ii) you have control over the way in which Advertising is displayed using the BEDROCK PLATFORM Services on Sites.

13.3 Unless expressly stated in this Agreement, BEDROCK PLATFORM does not make any promises about the BEDROCK PLATFORM Services.

13.4 BEDROCK PLATFORM will not be liable to Client for the content of any Site that the BEDROCK PLATFORM Services and/or the BEDROCK PLATFORM System may make available to Client.

14. Limitation of liability

14.1 NOTHING IN THIS SERVICE ORDER EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR (A) FRAUD OR FRAUDULENT MISREPRESENTATION; (B) DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; OR (C) ANYTHING WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW.

14.2 NEITHER PARTY SHALL HAVE ANY LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE) UNDER OR IN CONNECTION WITH THIS SERVICE ORDER FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS (WHETHER SUCH LOSS WAS FORESEEABLE, KNOWN OR OTHERWISE).

14.3 EACH PARTIES’ AGGREGATE LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE) UNDER OR IN CONNECTION WITH THIS SERVICE ORDER SHALL NOT EXCEED THE NET AMOUNT PAYABLE BY CLIENT TO BEDROCK IN ANY ROLLING 6 CALENDAR MONTH PERIOD ENDING THE DATE ON WHICH SUCH LIABILITY ARISES.

15. Assignment

You may not assign any rights or obligations that you may have under this Agreement to a third party unless this has first been agreed by BEDROCK PLATFORM in writing. BEDROCK PLATFORM may assign all or any of its rights and obligations under this Agreement to a wholly owned direct or indirect subsidiary of BEDROCK PLATFORM. BEDROCK PLATFORM may also assign your payment obligations to BEDROCK PLATFORM under this Agreement to a third party by giving notice of this in writing to you.

16. Other matters

This Agreement shall be governed by the laws of England without regard to its conflict of law provisions and the parties hereby submit to the non-exclusive jurisdiction of the English courts for the resolution of any dispute which may arise in connection with this Agreement.

17. Waiver

No forbearance, delay or indulgence by either party in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy conferred upon or reserved for either party under this Agreement is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.

18. Notices

All notices under this Agreement must be in the English language, in writing and shall be sent to the address of the recipient set out in this Agreement or such other address as the recipient may designate by notice given in accordance with this section. Any such notice may be delivered personally or by first class pre-paid recorded delivery letter or facsimile transmission and shall be deemed to have been served (a) if by hand, when delivered, (b) if by courier service or registered mail, 72 hours after despatch, and (c) if by facsimile transmission when despatched, in each case, with proof of sending/delivery (as the case may be) retained by the sending party.

19. Partnership

Nothing in this Agreement and no action taken by the parties under this Agreement shall constitute or be deemed to constitute a partnership, association, joint venture or other co-operative entity or undertaking between the parties and neither party shall have any authority to bind the other in any way.

20. Entire Agreement

This Agreement supersedes all prior agreements, arrangements and undertakings between the parties, and constitutes the entire agreement between the parties, relating to the subject matter of this Agreement. No addition to or modification of any provision of this Agreement shall be binding upon the parties unless made by a written instrument signed by a duly authorised representative of each of the parties.

21. Severability

If the whole or any part of any provision of this Agreement is deemed to be illegal or unenforceable, remaining provisions of this Agreement and the remainder of the provision in question shall remain in full force and effect.

22. Representatives

Each party shall appoint a prime contact for the purposes of performing this Agreement as set out in this Agreement and may appoint a substitute or alternative individual by reasonable written notice to the other party.

23. Publicity

Except as provided in section 9.3, each party shall keep the terms of this Agreement confidential and will not use the other party’s name in any publicity, advertisement or other disclosure without the other party’s prior written consent.

24. No third party rights

A person who is not party to this Agreement shall have no rights under any applicable law to enforce any of the terms of this Agreement unless expressly stated otherwise herein.

25. Confidentiality

25.1 For the purposes of this Agreement, “Confidential Information” shall mean any data or information of any kind and in any format relating to the business, business processes, business logic, business strategy, products, games, customers or customer behaviour, revenues, know how, trade secrets or other information relating to the Supply Partner which is not generally publicly available.

25.2 BEDROCK PLATFORM shall not, except as expressly permitted in this Agreement, without the prior written consent of the Client: (a) communicate, or otherwise make available, the Client’s Confidential Information to any third party; or (b) use Client’s Confidential Information for any commercial, industrial or other purpose whatsoever other than the provision of the Services; or (c) copy, adapt, or otherwise reproduce the Client’s Confidential Information save as strictly necessary for the provision of the Services under this Agreement.

26. Change of terms

If BEDROCK PLATFORM advises you of a change to the BEDROCK PLATFORM System Standard Terms, BEDROCK PLATFORM shall inform you of this in reasonable time, after which you will have 7 days to consider the change before it shall be deemed to take effect unless within such 7 days you advise BEDROCK PLATFORM that you do not agree to the change. If you advise BEDROCK PLATFORM that you do not agree to the change you will be entitled to continue to use the BEDROCK PLATFORM System to buy Media for a period of 21 days from the date that you advise BEDROCK PLATFORM of this, after which you must stop using the BEDROCK PLATFORM Services.

Composable Infrastructure for Media Trading Solutions

Standard Terms for BEDROCK PLATFORM Clients

Last Updated Date: 2nd December 2024