Master Service Agreement (MSA)
Contents
- INTRODUCTORY PROVISIONS
- INTERPRETATION OF TERMS
- SERVICES
- FEES AND PAYMENTS
- INTELLECTUAL PROPERTY AND COPYRIGHTS
- OBLIGATIONS OF THE PARTNER
- CONFIDENTIALITY
- INCOME TRANSPARENCY
- DURATION AND TERMINATION OF THE AGREEMENT
- FINAL PROVISIONS
1. INTRODUCTORY PROVISIONS
The purpose of this Master Service Agreement (hereinafter referred to as "MSA") is to establish a legal framework and regulate the rights and obligations between the contracting parties in the provision of Services (as defined below). The GTC form an integral part of every Order, on the basis of which Nuwara DATA, s.r.o. ("Nuwara"), headquartered at Mlynarovičova 1591/12, 851 03 Bratislava, Slovakia, ID: 50 432 800 ("Provider"), provides Services to the Partner. Deviating agreements regarding the contract, the Order, and any potential amendments take precedence over the wording of the GTC.
2. INTERPRETATION OF TERMS
- Partner: Any natural or legal person that provides advertising space on the web and has ordered Services from the Provider.
- Order: A completed order form confirmed by both contracting parties.
- Agreement: A contract for the provision of Services concluded on the basis of the Order, of which these GTC are an integral part.
- Online Advertising: The common practice of displaying ads on the internet, in advertising blocks on a website, in video, or in a mobile application.
- Advertising Inventory: The total advertising space provided for sale on a website, in a video, or in a mobile application.
- Impression: An individual instance of an ad being displayed.
- Unfilled Impression: An advertising impression that was not sold in a programmatic auction.
- Programmatic Advertising: The automated buying and selling of online advertising through technological platforms.
- Programmatic Auction: A real-time process where advertisers compete to display their ads on a website, in a video, or in a mobile application.
- SSP (Supply-Side Platform): A technological platform that enables publishers to manage and sell their advertising inventory.
- DSP (Demand-Side Platform): A technological platform that allows advertisers to purchase advertising inventory through programmatic auctions.
- Adtech: Software technologies and tools used to manage and deliver online advertising.
- Invalid Activity: Any activity that artificially inflates advertising impressions, clicks, or conversions, or otherwise violates platform policies.
- Rule Violation: Any acts that violate the terms and rules of Google Ad Manager, Google AdSense, or Google Ads, or any other platforms integrated with the Partner, categorized as SSP and DSP.
- Property/Properties/Products: Any digital product owned, operated, or managed by the Partner, such as a website, application, game, TV application, video player, HTML5 game window, or other digital module.
- Provider Technology: Any codes, JavaScript tags, SDKs, dashboarding tools, ad management platforms, or ad delivery solutions implemented on the Partner's Property and provided by the Provider.
3. SERVICES
For the purposes of these MSA, Services refer to the provision of programmatic monetization services, including:
- Programming work on the Provider's Technology integrated into the Partner's products aimed at increasing revenue from the Partner's advertising inventory or other programming work requested by the Partner.
- Optimization of Programmatic Auctions: The Provider will use its technology to optimize programmatic auctions for the Partner's inventory with the goal of:
- Improving the quality of the Partner's inventory
- Increasing pressure and competition in auctions
- Reducing the number of unnecessary demand partners
- Increasing the win rate of higher-priced bids
- Selection and Integration of demand sources, demand Partners: The Provider selects and contracts various demand partners (DSPs) and integrates them into the Provider's technological platform.
- Ad server management: The Provider will configure the Ad Manager 360 ad server for the required properties of the Partner, which remains under the Provider's management for the duration of this agreement.
- Reporting and Analysis: The Provider will regularly provide the Partner with information and analysis on the performance of the Services.
4. FEES AND PAYMENTS
- No fixed fees are charged for the Services.
- Revenue Share: The Provider will provide the Services on a revenue share model, as specified in the Order.
- The Provider's revenue share will be calculated from the total programmatic and direct revenues of the Partner negotiated by the Provider, generated at the end of each month. The Partner's income, after deducting any variable costs and other fees for the Services, will be paid to the Partner according to the payment terms specified in the Order.
- Variable Costs and Income Deductions:
- Variable costs will be deducted from the Partner's revenue share. If variable costs exceed the Partner's revenue share, the Provider is entitled to invoice the excess amount to the Partner.
- The Provider is entitled to deduct from the Partner's revenue share variable costs at a 1:1 ratio with the deductions applied to the Provider on the relevant platform, in the following cases:
- Income deductions from Google Ad Manager, Google AdSense, or Google Ads due to invalid activity.
- Income deductions from Google Ad Manager, Google AdSense, or Google Ads due to policy violations.
- Income deductions from Google Ad Manager, Google AdSense, or Google Ads due to account cancellation.
- Income deductions from Google Ad Manager based on the requested use of paid segments for ad targeting.
5. INTELLECTUAL PROPERTY AND COPYRIGHTS
- The Provider's technological platform and any related products represent intellectual property and remain the exclusive property of the Provider.
- The Partner is prohibited from using the technology after the termination of the Agreement.
- The Partner is prohibited from subjecting the technology to reverse engineering practices or modifying the Provider's technology without prior consent.
- Unauthorized interference by the Partner with the Provider's intellectual property, its technology, or violation of the prohibition according to this article of the MSA is considered a material breach of the Agreement.
6. OBLIGATIONS OF THE PARTNER
- The Partner must comply with these MSA and all applicable Google Ad Manager, Google AdSense, and Google Ads policies, which may be updated from time to time. Google Ad Manager, Google AdSense, and Google Ads policies are available at the following links:
- Google Ad Manager Policies: Google Ad Manager Policies
- Google AdSense Policies: Google AdSense Policies
- Google Ads Policies: Google Ads Policies
- The Partner acknowledges that a violation of Google Ad Manager, Google AdSense, and Google Ads policies is considered a violation of the Agreement terms and may lead to account cancellation, variable cost deductions, or other sanctions.
7. CONFIDENTIALITY
- Confidential Information means any information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement, whether orally, in writing, electronically, or otherwise, that is marked as confidential by the relevant Disclosing Party or by these GTC or that should, under the circumstances of disclosure, be considered confidential. The contracting parties are obliged to maintain confidentiality regarding Confidential Information.
- Confidential Information includes, but is not limited to, the following:
- Confidential Information of the Partner:
- Business and financial information
- Revenue and performance data
- Specific terms agreed upon in Order forms
- Any other information marked as confidential by the Partner
- Confidential Information of the Provider:
- Proprietary technology and algorithms
- Business strategies and processes
- Customer lists and contact information
- Any other information marked as confidential by the Provider
- Confidential Information of the Partner:
- Confidential Information does not include information that:
- Becomes publicly available without the fault of the Receiving Party.
- Is independently developed by the Receiving Party without the use of or reference to the Disclosing Party's Confidential Information.
- Is required to be disclosed by law, regulation, or court order.
- The Receiving Party is obliged to:
- Use Confidential Information only for the purpose of fulfilling its obligations under this Agreement.
- Not disclose Confidential Information to third parties, except as permitted by this Agreement or with the prior written consent of the Disclosing Party.
- Take reasonable measures to protect the confidentiality of Confidential Information, using at least the same level of care as it uses to protect its own confidential information of a similar nature.
- Confidentiality obligations under this Agreement and MSA persist after the termination or expiration of this Agreement.
- A breach of the confidentiality obligation under this article of the MSA is considered a material breach of the Agreement.
8. INCOME TRANSPARENCY
- The Provider will enable the Partner to access the platform for ongoing revenue monitoring, access the Dashboard with a revenue overview, or generate a monthly revenue report for the Partner at least once a month.
- The Partner may request the Provider to review revenues in Nuwara's systems once every three (3) months. Nuwara will fulfill this request by either:
- Conducting a screen-sharing session to show the Partner the revenues generated on the Partner's Properties, or
- Generating a CSV export of revenues aggregated on a monthly basis for the Partner's Properties.
- Revenue data is subject to adjustments for invalid activity deductions until the 15th day of the following month.
- In the event of any discrepancies discovered during the revenue review, the Partner must immediately inform Nuwara. The parties will then work together in good faith to resolve the discrepancies. If the discrepancy results in an underpayment or overpayment to either contracting partner, the affected amount will be settled in the next billing period.
9. DURATION AND TERMINATION OF THE AGREEMENT
- The Agreement takes effect on the day the contractual relationship is established by both parties and the Partner agrees to these MSA, and remains in force until prematurely terminated according to this article of the MSA.
- In the event of a gross breach of this Agreement, either contracting party is entitled to terminate the Agreement immediately by written notice to the other contracting party.
- Either contracting party is entitled to terminate the Agreement without cause with a one-month notice period, starting on the first day of the following month after the notice is delivered.
- Upon termination of this Agreement, all Confidential Information must be returned or destroyed, and the Partner must cease using the Provider's technology.
10. FINAL PROVISIONS
- If any individual provision of these MSA is deemed invalid, unenforceable, ineffective, or incomplete, this will not affect the validity of the remaining provisions of these MSA.
- The Partner acknowledges that their personal data is processed in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) and Act No. 18/2018 Coll. on the Protection of Personal Data and on Amendments and Supplements to Certain Acts.
- The Provider reserves the right to change these MSA at any time, with the new MSA taking effect on the day they are published on the Provider's website.
- This Agreement and the MSA are governed by the legal order of the Slovak Republic. All disputes arising from this contract or related to it, including disputes over its validity, interpretation, or cancellation, will be resolved before the general courts of Slovakia.
The MSA is valid from January 1, 2024.