Update PubMatic Terms of Service

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PubMatic/Terms of Service.md

@@ -50,7 +50,7 @@ We recommend that you read this entire Agreement carefully.  However, to make i
 
 1.2    License.  During the Term, PubMatic grants Publisher a non-exclusive, non-sublicensable right to access to PubMatic Services solely for purposes of (a) displaying advertisements on Publisher Properties through the PubMatic Services, and (b) receiving reporting data made available via the PubMatic Services for Publisher’s internal business purposes.  During the Term, Publisher hereby grants PubMatic the right to serve advertisements on the Publisher Properties via the PubMatic Services
 
-1.3    Multi-Level Auction.  In connection with a multi-level auction run directly by or on behalf of Publisher and not directly by PubMatic, Publisher shall: (a) determine the winning bid on a reasonable basis that treats all bidders equally; (b) use only information available prior to the bid request for the auction to set the bid floor for a specific advertising impression in the auction; and (c) keep PubMatic informed as to the material characteristics of such multi-level auction (including, without limitation, first versus second price auction, server versus client side, and timeout thresholds) and immediately update PubMatic in the event of changes in such material characteristics.  For multi-level auctions run directly by or on behalf of Publisher, Net Revenue shall be net of auction-related fees to be borne by Publisher.  Should the material characteristics of such multi-level auction change during the Term, the parties shall work together in good faith to renegotiate the PubMatic Fees for the Programs as appropriate; and if the parties are unable to renegotiate such PubMatic Fees within a period of thirty (30) days, either party shall have the right to terminate this Agreement upon thirty (30) days’ prior written notice to the other party.
+1.3    Multi-Level Auction.  In connection with a multi-level auction run directly by or on behalf of Publisher and not directly by PubMatic, Publisher shall: (a) determine the winning bid on a reasonable basis that treats all bidders equally; (b) use only information available prior to the bid request for the auction to set the bid floor for a specific advertising impression in the auction; and (c) keep PubMatic informed as to the material characteristics of such multi-level auction (including, without limitation, first versus second price auction, server versus client side, and timeout thresholds) and immediately update PubMatic in the event of changes in such material characteristics.  For multi-level auctions run directly by or on behalf of Publisher, Publisher Revenue shall be net of auction-related fees to be borne by Publisher.  Should the material characteristics of such multi-level auction change during the Term, the parties shall work together in good faith to renegotiate the PubMatic Fees for the Programs as appropriate; and if the parties are unable to renegotiate such PubMatic Fees within a period of thirty (30) days, either party shall have the right to terminate this Agreement upon thirty (30) days’ prior written notice to the other party.
 
 1.4    Account Credentials. In connection with applicable PubMatic Services, Publisher may set or be issued account credentials, including, but not limited to, username, Publisher name, email and password. Publisher shall be responsible for maintaining, protecting, and securing all account credentials and will not share account credentials with any unauthorized persons. In the event of an actual or suspected breach or unauthorized use of account credentials, Publisher shall promptly provide written notice to PubMatic of any such incident with reasonable supporting details and documentation. Publisher is solely responsible for all account activity related to account credentials, regardless of whether such activity is authorized or unauthorized, and PubMatic disclaims any and all liability related to or arising out of such account activity.
 
@@ -66,9 +66,9 @@ We recommend that you read this entire Agreement carefully.  However, to make i
 
 **SECTION 3 – FEE; PAYMENT.**
 
-3.1    Net Revenue; Payments; Reporting.
+3.1    Publisher Revenue; Payments; Reporting.
 
-3.1.1         PubMatic shall pay Publisher the Net Revenue (when in aggregate over $200), net of (a) applicable fees for each PubMatic Service and (b) Charged Adjustments, within ninety (90) days following the end of each calendar month.  PubMatic shall provide Publisher with a monthly statement which includes the Net Revenue, fees for each PubMatic Service, and Charged Adjustments (if applicable) (the “**Monthly Statement**”).  If Publisher does not raise any issues in writing about the Monthly Statement within thirty (30) days of receipt, Publisher will forfeit its right to do so.  Publisher acknowledges that all numbers displayed in any other reporting apart from the Monthly Statement made available by PubMatic are estimates and do not represent valid numbers for billing purposes.
+3.1.1         PubMatic shall pay Publisher the Publisher Revenue (when in aggregate over $200), net of (a) PubMatic fees for each PubMatic Service and (b) Charged Adjustments, within ninety (90) days following the end of each calendar month.  PubMatic shall provide Publisher with a monthly statement which includes the Publisher Revenue, PubMatic fees for each PubMatic Service, and Charged Adjustments (if applicable) (the “**Monthly Statement**”).  If Publisher does not raise any issues in writing about the Monthly Statement within thirty (30) days of receipt, Publisher will forfeit its right to do so.  Publisher acknowledges that all numbers displayed in any other reporting apart from the Monthly Statement made available by PubMatic are estimates and do not represent valid numbers for billing purposes.
 
 3.1.2.        Publisher acknowledges and agrees that (a) the PubMatic Fee provided herein for any of the PubMatic Services elected by Publisher may vary in accordance with the terms of third-party supply optimization (“**SPO**”) agreements between PubMatic and applicable Demand Partner(s), and (b) in the event of any conflict between the PubMatic Fee provided in the Agreement and that provided in an SPO agreement with a Demand Partner, the latter shall control.
 
@@ -132,9 +132,7 @@ We recommend that you read this entire Agreement carefully.  However, to make i
 
 13.5 “Demand Partner” means PubMatic’s media buying clients, including but not limited to demand side platforms, ad exchanges, agencies, agency trading desks and ad networks.
 
-13.6 “EEA” means European Economic Area.
-
-13.7  “Net Revenue” represents revenue earned by Publisher based on Publisher Inventory monetized via the PubMatic Services as determined by PubMatic.
+13.6  “Publisher Revenue” represents revenue earned by Publisher based on Publisher Inventory monetized via the PubMatic Services as determined by PubMatic.
 
 13.7 “EU Data Protection Addendum” means the data protection addendum located at https://pubmatic.com/legal/publisher-data-processing-addendum/.