Terms & Conditions.

Last update on March 25th, 2025

General Terms and Conditions for Ogury Publishers

These terms and conditions, together with any applicable specific terms and conditions set out in a Service Addendum (defined below) (“Agreement”) apply to all Services (defined below) provided by Ogury Ltd, a company incorporated in England and Wales under Company Number 08904951 with its registered office at 3rd Floor, Classic House, 174-180 Old Street, London EC1V 9BP, United Kingdom (“Ogury”) to you (“Publisher”).

Ogury reserves the right to modify this Agreement at any time without prior notice. Please read this Agreement carefully before signing up to the Services (defined below). By signing up to our Services (defined below) and using the Site (defined below), you warrant you have the right to agree to, accept and perform the obligations set out in this Agreement on behalf of Publisher.

1. Definitions and Interpretation

1.1. Definitions

1.1.1. Adapter means the specific code developed by Ogury and made available to Publisher, to enable Ogury to bid on Publisher’s inventory through a Mediation Platform or Header Bidding Technology;

1.1.2. Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with another entity;

1.1.3. Application means the Publisher’s mobile application(s) in relation to which Ogury provides the Services;

1.1.4. Confidential Information means any (i) business and technical information related to the discloser’s operations, including but not limited to: products, procurement, project plans, requirements, business terms, people, processes, information systems, facilities, logistics, finances, sales, and marketing; and (ii) information that, given the circumstances surrounding its disclosure or the nature of the information a reasonable person would conclude to be confidential. It shall not include information that: (a) at the time of disclosure is published or otherwise in the public domain; (b) after disclosure becomes part of the public domain other than through a breach of confidence or confidentiality; (c) was known to the recipient prior to receipt from the discloser, provided such prior knowledge can be substantiated by documentary evidence antedating the disclosure by the discloser; (d) is disclosed to the recipient by a third party (other than employees or agents of either party) that, in making such information available to the recipient, is not in violation of any obligation of confidentiality to the discloser; or (e) is independently developed by the recipient, provided such independent development can be substantiated by documentary evidence predating the disclosure by the discloser;

1.1.5. Digital Property means an Application or Website, video and any other digital media properties owned, operated, controlled, or made available for the purpose of this Agreement by Publisher;

1.1.6. Effective Date means the date on which the Publisher signs up to the Services via our Site, unless otherwise specified in the Agreement;

1.1.7. End-User means individual users of devices via which they access Digital Properties in relation to which the Services are provided;

1.1.8. Header Bidding Technology means a technology offered by a third-party header bidding technology provider that enables Publisher to open its inventory simultaneously to several demand partners (such as Ogury), who will be able to real-time bid to match advertisements with Publisher’s inventory;

1.1.9. Impression means a single instance of displaying an Ogury advertiser advertisement to a bona fide End-User on such End-User’s device;

1.1.10. Invalid Impression means any advertisements displayed in Digital Properties in breach of clause 3 of the Monetization Service Addendum as determined by Ogury in its reasonable discretion using industry accepted third-party and internal reporting tools;

1.1.11. Mediation Platform (or Ad Server) means a platform that enables the Publisher to send incoming ad requests to several demand partners (such as Ogury) and help ensure the Publisher to find available ad sources to fill the requests for their inventory;

1.1.12. Ogury Technology means the Site, SDK, Tags, APIs, Adapter and any other technology made available to Publisher to access the Services;

1.1.13. Prohibited Content means content that is prohibited on the Digital Properties as reasonably determined and described in the Ogury Brand Safety Policy which can be updated from time to time;

1.1.14. Publisher Trade Marks means the Publisher’s trade marks, whether registered or not, including Publisher’s company name, trade names and/or logos used to market the Digital Properties;

1.1.15. SDK means the documentation, software (source or object code), applications, sample code, tools, libraries, APIs, data, files, plug-ins, and other materials, including updates or upgrades, made available by or on behalf of Ogury to Publisher for Publisher to implement in its Application(s) to access the Services;

1.1.16. Services means the services provided by Ogury to publishers as more particularly outlined in a Service Addendum;

1.1.17. Service Addendum means an addendum to this Agreement that sets out additional terms and conditions applicable to the Services and forms part of this Agreement;

1.1.18. Site means via our website made available by Ogury to sign up for and use the Services (including related tools), currently https://publishers.ogury.co/identity/login;

1.1.19. Tags means the Ogury JavaScript or other code to be incorporated into Websites to access the Services;

1.1.20. Updates means all modifications, upgrades, patches, enhancements, custom builds, or fixes and/or updates (as applicable) to the (i) SDK,(ii) Header Bidding Technology providers’ and Mediation Platform’s SDK, (iii) Adapters and/or (iv) Tags; and

1.1.21. Website means Publisher’s website(s) in relation to which Ogury provides the Services.

1.2. Interpretation

1.2.1. Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.2.2. Words in the singular shall include the plural and vice versa.

1.2.3. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.2.4. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.2.5. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Use of the Services

2.1. Approval and Eligibility
Use of the Services is subject to Ogury’s prior approval and Publisher’s continued compliance with this Agreement. Publisher must notify Ogury in advance of each Digital Property it intends to use for the purposes of this Agreement, which shall be subject to Ogury’s approval. Ogury reserves the right to refuse to provide the Services or suspend Publisher’s right to use the Services at any time in Ogury’s sole discretion.

2.2. Implementation

In order to use and access the Services, Publisher agrees to set up an online Ogury account (as described under clause 2.3.) and implement as the case may be the Ogury Technology  (and/or Header Bidding Technology provider’s SDK and/or Mediation Platform’s SDK), in accordance with the technical specifications, policies and any other reasonable directions provided by or on behalf of Ogury as amended from time to time.

2.3. Account Identifiers

2.3.1. When setting up an online Ogury account, Publisher will choose unique and personal account identifiers, including a login and password. The login (i) identifies the account; and (ii) allows Publisher to log in to its account on the Site or otherwise access the Services. The password is specific to the account and Publisher and Publisher undertakes to keep it confidential. Publisher may not sell, transmit, sublicense or disclose it to any third parties. Publisher is responsible for the activity on Publisher’s account.
2.3.2. The login cannot be changed however passwords can be modified by Ogury if reasonably required by Publisher, or if Publisher suspects that a third party might be able to use them. 2.3.3. Publisher is responsible for the accuracy of the information associated with the account (especially the contact details and bank details).

2.4. Updates

Updates provided to Publisher shall immediately become part of the Ogury Technology and subject to this Agreement. Publisher shall promptly implement all Updates provided by Ogury and, if applicable, by Header Bidding Technology providers and/or Mediation Platforms. Any obligation of Ogury to Publisher arising in relation to Publisher’s use of the Ogury Technology and/or Header Bidding Technology providers’ SDK and/or Mediation Platform’s SDK is limited to the then-current version of the same.

2.5. Support

Unless provided for under a Service Addendum or otherwise agreed in writing Ogury shall not be obliged to provide Publisher any support in relation to the integration of the Ogury Technology or any Updates.

3. Ownership & Licence Grant

3.1. Publisher Rights

As between Publisher and Ogury, Publisher retains all right, title and interest in and to the Digital Properties, including all intellectual property rights. During the term, Publisher hereby grants Ogury the right to serve Advertisements on the Digital Properties via the Ogury Technology. All rights not expressly granted by Publisher to Ogury herein are hereby reserved by Publisher.

3.2. Ogury Rights

As between Ogury and Publisher, Ogury retains all right, title and interest in and to the Services, Ogury Technology and any materials created, developed, collected or provided by Ogury in connection with this Agreement, including all intellectual property rights. During the term of this Agreement and subject to its terms, Ogury grants Publisher, a revocable, limited, personal, non-sublicensable, worldwide, non-exclusive, non-transferable, royalty-free, licence to use the Ogury Technology solely in conjunction with the Digital Properties in order to access the Ogury Services. All rights not expressly granted by Ogury to Publisher herein are hereby reserved by Ogury.

4. Warranties

4.1. Mutual Warranties

Each party represents and warrants to the other party that: (a) it has all necessary and legal rights, powers, and authority to accept and be bound by this Agreement and to perform the acts required hereunder; and (b) it is duly organized and existing and is in good standing under the laws of its jurisdiction of formation or incorporation.

4.2. Publisher Warranties

4.2.1. Publisher represents and warrants to Ogury that: (a) it will not violate any applicable law, rule or regulation in relation to the use of the Services hereunder; (b) the Digital Properties shall not contain (i) Prohibited Content nor (ii) infringe any rights, including intellectual property rights, of a third party (c) the implementation of the Ogury Technology will be done in accordance with the documentation and policies made available here by Ogury from time to time; (d) the Applications shall comply with all rules and policies of the Google Play Store or iOS App Store as appropriate (whether the Application itself has been downloaded via those outlets or not); (e) its email address for notices will be kept up to date on the Site and (f) it has adopted the most recent version of ads.txt.1.1. and Ogury will be listed within Publisher’s (app-)ads.txt.

4.2.2. If Publisher is not the owner of any Digital Properties it uses the Services, Publisher represents and warrants that: (a) it holds all the necessary rights to those Digital Properties in order to enter into this Agreement; and (b) shall be responsible for ensuring that the publisher(s) and/or owner(s) of the Digital Properties comply with all relevant terms of this Agreement as if a party thereto; (c) it accepts liability for any breach of this Agreement that is caused (directly or indirectly) by any act, error or omission of the publisher(s) and/or owner(s) of the Digital Properties; and, (d) its acknowledges that the publisher(s) and/or owner(s) shall not have any third party beneficiary rights under this Agreement.

4.3. Ogury Warranties

Ogury represents and warrants to Publisher that Ogury will not violate any applicable law, rule or regulation in connection with the performance of the Services hereunder.

5. Restrictions

5.1. Other than as expressly set forth in this Agreement, Publisher shall not, directly or indirectly, nor shall Publisher authorize or otherwise permit any third party, to:

5.1.1. reproduce, lease, transfer, license, resell, assign, distribute or otherwise commercially exploit or make available to any third party the Services and/or the Ogury Technology;
5.1.2. distribute any source code provided as part of the Ogury Technology;
5.1.3. modify, alter or create any derivative works of the Ogury Technology;
5.1.4. reverse engineer, disassemble, decompile or attempt to uncover the source code for or any trade secrets related to the Services and/or Ogury Technology;
5.1.5. remove, alter or obscure any proprietary rights or notice on the Services and/or Ogury Technology;
5.1.6. use the Ogury Technology or the Services other than for their intended purposes;
5.1.7. use, either directly or indirectly, the Ogury Technology or Services to create (or facilitate the creation of) any product or service that is in competition with the foregoing or Ogury; and
5.1.8. include the Ogury Technology connection with any mobile properties or other online services or applications other than the Digital Properties, unless agreed in writing by Ogury.

5.2. The parties undertake not to create unlawful, defamatory, threatening, offensive or otherwise objectionable content regarding each other or Ogury’s Demand Partners (as defined in the Data Processing Agreement (Annex 1)).

6. Term and Termination

6.1. This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Agreement.

6.2. Unless otherwise agreed in writing, either Party may terminate this Agreement, in relation to any or all Services, at any time for convenience by giving written notice to the other party. Following the termination of the Agreement, Publisher will immediately cease the use of the Ogury Technology and Services and, upon request, certify the same in writing to Ogury within five (5) business days of notification of termination.

6.3. The Termination of the Agreement will automatically lead to the termination of any (Service) Addendum to this Agreement while the termination of any (Service) Addendum shall not automatically entail the termination of the Agreement.

7. Confidentiality

7.1. Each party agrees not to disclose Confidential Information to any third party without the other party’s prior written consent and to use at least the same degree of care to prevent unauthorized use and disclosure of Confidential Information as it uses with respect to its own confidential information of like importance (but in no event less than a reasonable degree of care).

7.2. If such disclosure is required by law, regulatory or governmental authority, the recipient shall give the other party written notice (to the extent legally permissible) of such disclosure as soon as possible prior to making the disclosure and upon request, shall assist the other party (at the other party’s sole cost) in obtaining a protective order or other relief. To the extent the parties have entered into a separate non-disclosure agreement, it shall be incorporated herein by reference.

7.3. Notwithstanding the foregoing, each party may disclose the Confidential Information to employees, Affiliates, agents or other representatives of the recipient who have at least an equivalent confidentiality obligation to Recipient and who have a need to know such Confidential Information.

8. Data Protection and Privacy

The parties shall comply with the terms of the Data Processing Agreement (Annex 1) with regard to the processing of any personal data (or equivalent term under applicable law).

9. Set-off

Ogury may at any time, without notice to Publisher, set off any liability of Publisher to Ogury against any liability of Ogury to Publisher, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. If the liabilities to be set off are expressed in different currencies, Ogury may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Ogury of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

10. Exclusions and Limitation of liability

10.1. Except as expressly and specifically provided in this Agreement:

10.1.1. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
10.1.2. the Services and the Ogury Technology are provided to Publisher on an “as is” basis.

10.2. Nothing in this Agreement excludes the liability of either party:

10.2.1. for death or personal injury caused by Ogury’s negligence;
10.2.2. for fraud (including fraudulent misrepresentation), gross negligence or willful misconduct; or
10.2.3. that can not otherwise be limited or excluded by applicable law.

10.3. Subject to clause 10.1 and clause 10.2:

10.3.1. Ogury shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
10.3.2. Ogury’s total aggregate liability in contract (including in respect of the indemnity at clause 11.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the lesser of (i) USD 100,000 (one hundred thousand US Dollars); or (ii) the fees paid by Ogury to Publisher during the 12 months immediately preceding the date on which the claim arose.

10.4. The parties acknowledge and agree that the allocation of risk in this Agreement is reflected in the level of fees payable under this Agreement.

11. Indemnification

11.1. Publisher shall defend, indemnify and hold harmless Ogury against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with (i) a breach, alleged breach or violation of any representations or warranties made by Publisher in this Agreement; (ii) an infringement or alleged infringement of any Applicable Data Protection Laws in relation to Service Data ; or (iii) the Digital Properties, provided that:

11.1.1. Publisher is given prompt notice of any such claim;
11.1.2. Ogury provides reasonable co-operation to Publisher in the defence and settlement of such claim, at Publisher’s expense; and
11.1.3. Publisher is given sole authority to defend or settle the claim.

11.2. Ogury shall defend Publisher, its officers, directors and employees against any third party claim that Publisher’s use of the Ogury Technology in accordance with this Agreement infringes such third party’s intellectual property rights and shall indemnify Publisher for any amounts finally awarded against Publisher in judgment or settlement of such claims, provided that:

11.2.1. Ogury is given prompt notice of any such claim;
11.2.2. Publisher provides reasonable co-operation to Ogury in the defence and settlement of such claim, at Ogury’s expense; and
11.2.3. Ogury is given sole authority to defend or settle the claim.

11.3. In the defence or settlement of any claim, Ogury may procure the right for Publisher to continue using the Services or Ogury Technology, replace or modify the Services or Ogury Technology so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement immediately on notice to Publisher without any additional liability or obligation to pay liquidated damages or other additional costs to Publisher.

11.4. In no event shall Ogury, its employees, agents and sub-contractors be liable to Publisher to the extent that the alleged infringement is based on:

11.4.1. a modification of the Services or Ogury Technology by anyone other than Ogury;
11.4.2. Publisher’s use of the Services or Ogury Technology in breach of the Agreement or a manner contrary to the instructions given to Publisher by Ogury;
11.4.3. the contents of an advertisement served by Ogury as part of the Services; or
11.4.4. Publisher’s use of the Services or Ogury Technology after notice of the alleged or actual infringement from Ogury or any appropriate authority.

11.5. The foregoing state Publisher’s sole and exclusive rights and remedies, and Ogury’s (including Ogury’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

12. Feedback and Marketing

12.1. Notwithstanding anything to the contrary in this Agreement, Publisher grants Ogury an irrevocable, perpetual, royalty free, fully paid up, worldwide licence to use comments, feedback or materials submitted by Publisher to Ogury about the Services or Ogury Technology, including feedback, testimonials, images, reviews, questions, comments, suggestions or ideas.

12.2. Publisher grants Ogury and its Affiliates a worldwide non-exclusive, non-transferable (except for Affiliates), royalty-free license to use Publisher Trade Marks on Ogury’s website and other promotional materials in conjunction with the Services. This license is granted for the duration of this Agreement.

13. Miscellaneous

13.1. Force Majeure

Neither Party shall have any liability to Publisher under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, by unforeseeable and unavoidable acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (excluding those involving the affected party’s employees or subcontractors), failure of utilities or transportation, acts of God, natural disasters, or extreme weather conditions, pandemic or epidemic, war, riot, civil commotion, malicious damage, governmental actions, restrictions, regulations, or orders (including trade restrictions),  accident, breakdown of plant or machinery, or defaults or delays by suppliers or sub-contractors caused by any of the above events, provided that the other Party is notified of such an event as soon as reasonably practical after becoming aware of the event and its expected duration and anticipated impact on performance.

13.2. Conflict

If there is an inconsistency between any of the provisions in the main body of this Agreement and any of the provisions in any Service Addendum and/or in the Data Processing Agreement (Annex 1), the provisions in the Data Processing Agreement (Annex 1) shall prevail over the provisions in the Service Addendum, which shall prevail over the provisions in the main body of this Agreement, unless expressly stated otherwise.13.3. Variation

Ogury reserves the right to amend any terms of this Agreement or its policies that apply to Publisher’s use of the Services or Ogury Technology at any time, in its sole discretion on giving notice to Publisher. Any amendments will be effective immediately upon posting on the www.ogury.com website or as otherwise notified to Publisher. Publisher’s continued use of the Services or Ogury Technology following the posting or notification of any amendments to this Agreement will constitute Publisher’s agreement to such amended Agreement.

13.4. Waiver

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.5. Rights and Remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

13.6. Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is deemed deleted under the foregoing, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.7. Entire Agreement

This Agreement, any applicable Service Addendum and the Data Processing Agreement (Annex 1) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Neither party shall have a claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

13.8. Assignment

Publisher shall not, without the prior written consent of Ogury, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Ogury may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

13.9. No Partnership or Agency

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

13.10. Third Party Rights

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

13.11. Survival

Clauses 3, 5, 7, 8, 9, 10, 11 and 13 shall survive termination of this Agreement.

13.12. Notices

Any notice required to be given under this Agreement shall be in writing and shall (i) be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address notified by that party for such purposes (in the case of Ogury to the address above), or (ii) sent by email to the following email addresses: legal@ogury.co and supply@ogury.co (if the notice is sent by Ogury) and the email that the Publisher registered on the Site (if the notice is sent to Publisher).
A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by email shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).

13.13. Governing Law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

13.14. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

 

Ogury Monetization Service Addendum

1. The Monetization Service

1.1. This Service Addendum (“Monetization Service Addendum”) sets out the specific terms relating to the services through which Ogury displays digital advertisements to End-Users via the Ogury Technology and/or the Header Bidding Technology on the Digital Properties on behalf of advertisers, and other advertising related services (including but not limited to measuring and reporting on performance and fraud prevention) (“Monetization Service”).

1.2. Subject to the terms of the Agreement Ogury agrees to make available and allow Publisher access to its Monetization Service via the Ogury Technology, whether or not enabled through Header Bidding Technology or Mediation Platform.

2. Advertisers and Advertisement

2.1. To provide the Monetization Service, Publisher grants Ogury the right to display advertisements to End-User devices on the Digital Properties.

2.2. Publisher grants Ogury sole authority and discretion to: (i) identify, select and manage relationships with advertisers; and (ii) negotiate and conclude agreements with advertisers and ad networks for the delivery of advertisements to End-User mobile devices via the Digital Properties in connection with the Monetization Service.

3. Restrictions

3.1. Publisher shall not use, and shall not permit the use of, any mechanical, technical, computerised, fraudulent, deceptive, or any other artificial means (including but not limited to the use of bots or automated tools) of increasing the number of Impressions or other forms of engagement with advertisements including but not limited to, by incentivising End-Users to view or engage with advertisements; displaying advertisements where there is no bona fide, human End-User that actually views the display on their device, displaying advertisements outside the Digital Properties or other means as determined by Ogury in its sole and absolute discretion.

3.2. Publisher shall ensure that the Digital Properties do not display, reference, link to, or endorse any Prohibited Content and/or illegal content.

4. Implementation and Support

4.1. Ogury shall provide commercially reasonable support to Publisher in connection with the initial implementation of the Ogury Technology at no charge.

5. Payments and Invoicing

5.1. Ogury shall pay Publisher for its use of the Monetization Service unless the Publisher has a separate agreement with a Header Bidding Technology provider or other third party as applicable according to which the Publisher receives direct payment from such provider for any Impressions served through the provider’s technology based on the terms outlined in their own contractual arrangement (“Direct Header Bidding Payment“). The amount due to Publisher (“Publisher’s Net Earnings”) shall depend on the volume of Impressions displayed by Ogury on the Digital Properties or clicks or other interactions with such advertisements by End-Users (as determined by Ogury in its sole and absolute discretion) and the price per any thousand Impressions an ad unit receives (“CPM”).

5.1.1. In the event the Monetization Service is enabled through a standard ad unit, Ogury and Publisher may agree a CPM on the Site or otherwise in writing (“Expected CPM”), in which case Publisher understands that such Expected CPM is an estimate and subject to fluctuation due to the use of an Ogury algorithm to optimize campaign results.
5.1.2. In the event the Monetization Service is enabled through a Header Bidding ad unit, the CPM payable to the Publisher for an Impression will be equal to the bid price at which Ogury won the auction for the applicable inventory except for Direct Header Bidding Payments for which other terms may apply.

5.2. Publisher acknowledges that all payments hereunder shall be based on Ogury’s measurements which will be made available for each calendar month through the Site, in a draft invoice, following the end of such month. If Publisher disputes the amount of any draft or final invoice it must do so no later than one month after the date of the draft invoice being published.

5.3. In order to validate a draft invoice and/or request payment the total amount due to Publisher (under one or more draft invoices) must be USD 50 or more (or currency equivalent) and Publisher must have provided all the information required in the My Account and My Bank Info section of the Site. The date of invoice shall be the date Publisher validates the draft invoice using the Site. Ogury shall pay amounts due under any invoice within 60 days from the date of validation.

5.4. Publisher’s Net Earnings displayed on the Site are exclusive of any value added or sales taxes. Any applicable value added or sales taxes, calculated on the basis of the information provided by Publisher, will be added to the amount payable on any invoice and be considered as final. Ogury shall not be held liable for any additional amounts to be paid due to Publisher’s failure to provide the correct billing information on the Site.

5.5. If Ogury fails to pay any invoice that is due after receiving notice that payment is overdue from Publisher, interest of 2% above the annual base rate of the Bank of England shall be payable on any such overdue balance.

5.6. If Ogury, based on the billing information submitted by Publisher, is required to withhold any taxes on payments to Publisher under this Agreement Ogury shall withhold such amounts and pay the same to the relevant tax authorities as required. Ogury shall provide documentation regarding such withholding and payment on request by Publisher. Ogury shall not be liable for any additional withholding taxes to be paid due to Publisher’s failure to provide the correct billing information on the Site nor required to increase any payments to Publisher as a result of any such withholding and payment to tax authorities.

5.7. Publisher shall indemnify Ogury in respect of taxes imposed by any jurisdiction which are the responsibility of Publisher and any liability (including penalties, in addition to tax, interest and expenses) arising therefrom or with respect thereto, whether or not such taxes were correctly or legally imposed.

5.8. Bank Charges. Publisher shall be responsible for any charges payable as a result of receiving funds into the account or service it has nominated to receive payment. Publisher may select their preferred payment method via the Site. A payment processing fee will be applied depending on the payment method chosen. In the event of payment rejection due to incorrect information provided by Publisher, additional charges may apply to Publisher. More information on current payment methods and bank charges is available via the Site.

5.9. Currencies. All amounts payable to a Publisher in respect of its use of the Monetization Service are calculated in USD. Publisher may request an alternative currency for invoicing and payment via the Site. If Publisher selects EUR or GBP the base USD amount will be converted at the European Central Bank’s relevant monthly average exchange rate, applicable to the relevant month. If Publisher chooses a currency other than USD, EUR or GBP, the invoice will be shown in the default currency USD, but the payment will be made in the selected currency at the then current exchange rate applied by our payment partner and may be subject to additional fees (including for currency conversion and payment processing) which will be deducted from the amount payable. Ogury shall use reasonable endeavours to make information regarding the applicable exchange rates and fees available via the Site but Publisher shall be responsible for any such additional fees and all the risks relating to any currency conversion requested by Publisher.

5.10. Publisher shall not be entitled to payment in respect of any Impressions (a) that are Invalid Impressions or otherwise result from a breach of the Agreement; (b) any Impressions via which Ogury serves a transparency and consent notice; or (c) for which Ogury has not been paid by an advertiser, media agency or any other third party such as but not limited to a DSP.

5.11. If Publisher is VAT-registered in the UK, Publisher shall enter into a self-billing agreement on Ogury’s standard terms (Annex 2) before using the Services where requested by Ogury unless agreed otherwise in writing. Publisher accepts that the failure to sign the self-billing agreement shall entitle Ogury to withhold payment of the Publisher’s Net Earnings.

6. Disclaimer

Publisher understands that Ogury does not produce content but rather facilitates interactions between publishers and advertisers by providing advertisements on behalf of advertisers to the End-Users and Ogury assumes no responsibility or liability whatsoever for the content of such advertisements. In the event that Publisher objects to the content of any advertisement served via Ogury as part of the Monetization Service its sole remedy shall be to notify Ogury in writing following receipt of which Ogury shall use reasonable endeavours that such advertisement is not displayed via Digital Property again.

 

 

Annex 1 – Data Processing Agreement

1. Definitions

Any capitalised terms that are used but not defined in this Data Processing Agreement shall have the meanings given to them in the Agreement.

The terms “Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processing,” and “Processor” have the meanings given to such terms under Applicable Data Protection Laws. “Business” “Business Purpose” “Commercial Purpose,” “Consumer,” “Cross-Context Behavioral Advertising,” “Deidentified”, “Share,” “Sell” and “Targeted Advertising” have the meanings given to such terms under the State Data Protection Laws.

References to “Controller,” “Data Subject,” “Personal Data,” and “Processor” shall be deemed to include references to “Business,” “Consumer,” “Personal Information,” and “Service Provider” (and any analogous terms under Applicable Data Protection Laws) respectively where applicable.

“Applicable Data Protection Laws” means all worldwide data protection and privacy laws and regulations applicable to the Personal Data in question;

“European Data Protection Laws” means (i) Regulation 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) (the EU GDPR); (ii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) the EU GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom’s European Union (Withdrawal) Act 2018 (the UK GDPR) and the Data Protection Act 2019; and (iv) the Swiss Federal Act on Data Protection and its implementing regulations; and (v) any and all applicable national data protection laws made under or pursuant to (i), (ii), (iii) and (iv); in each case as may be amended or superseded from time to time;

“Demand Partners” means Ogury’s third-party media buying advertisers, and third-party advertising technology intermediary partners (including but not limited to demand side platforms, supply side platforms, ad exchanges, agencies, trading desks, ad networks, and tracking partners).

“Opted Out State Service Data” means Service Data to which State Data Protection Laws apply and is provided to Ogury with a signal, sent in accordance with Clause 6.3 of this Data Processing Agreement, indicating that the End-User has opted out for Targeted Advertising, Sharing, or Sales of its Personal Data.

“Permitted Purpose” has the meaning given in Clause 3.

“Restricted Purposes” means advertising-related processing that qualifies as a Business Purpose, including Processing for purposes of auditing; security and integrity; debugging; short term, transient uses; analytics; providing advertising or marketing services that do not include Cross-Context Behavioral Advertising, or profiling; internal research and service improvement; and efforts to improve quality and safety. Restricted Purposes includes contextual advertising, frequency capping, measurement, fraud detection and prevention, and ensuring and measuring viewability, each only to the extent such activity (i) is permissible for a Processor to perform under the applicable State Data Protection Laws; and (ii) does not result in a Sale or Sharing of Personal Data subject to State Data Protection Laws.

“Service Data”, means Personal Data or other information pertaining to End-Users or their devices collected on or through Digital Properties by, or transferred to, Ogury and/or Demand Partners in connection with the Services (as described in the Schedule to this Data Processing Agreement).

“State Data Protection Laws” means the California Consumer Privacy Act of 2018, as amended, including as amended by the California Privacy Rights Act of 2020, and any regulations promulgated thereunder, the Colorado Privacy Act, the Connecticut Act Concerning Personal Data Privacy and Online Monitoring of 2022, the Utah Consumer Privacy Act of 2022, and the Virginia Consumer Data Protection Act, in each case as amended and including any regulations promulgated thereunder, and other US state privacy laws similar in scope to the foregoing that contemplate similar consumer rights, each as and when they become applicable, as amended, and including any rules and regulations promulgated thereunder. The foregoing excludes privacy laws enacted by any state that are materially different in form or scope, such as laws exclusively governing consumer health data or pertaining to the protection of minors online.

“Tracking Technologies”, means any mechanism used to distinguish a specific device or browser from others. These technologies can include cookies, browser cache, locally stored objects or technical identifiers.

2. Roles of the Parties and Compliance with Applicable Data Protection Laws

2.1. This Data Processing Agreement sets forth the parties’ respective obligations with respect to the Processing of Service Data. Both parties shall comply with this Data Processing Agreement whenever they Process Service Data.

2.2.   The parties acknowledge and agree that:

2.2.1. for the purposes of Service Data, Ogury and Publisher are each a Controller of the Personal Data they respectively process pursuant to this Agreement.

2.2.2. For the purposes of Opted Out State Service Data, Ogury acts as a Processor to Publisher.

2.3. Each party shall comply with Applicable Data Protection Laws, in particular by implementing appropriate technical and organisational measures to ensure a level of security appropriate to the risk presented by the processing of Service Data involved by the provision of the Services.

3. Data

3.1. Subject to compliance with Applicable Data Protection Laws and the terms set out in this Data Processing Agreement, Publisher hereby authorises Ogury to:

3.1.1 collect and use Service Data as necessary to provide the Services and perform its obligations under the Agreement;

3.1.2. use Service Data for its business purposes;

3.1.3. make available to Demand Partners Service Data for the purposes contemplated by the Agreement, acknowledging that Demand Partners will process Service Data in accordance with their respective privacy policies (collectively the “Permitted Purpose”).

3.2 Ownership. As between Ogury and Publisher, Publisher owns all rights related to the Service Data and grants Ogury and its Demand Partners a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right to use the Service Data for the Permitted Purposes.

4. Privacy Notice

4.1. Publisher shall maintain a publicly accessible privacy notice in a prominent position on each Digital Property from which Service Data is collected, or transferred to Ogury and its Demand Partners (“Privacy Notice”), which shall provide End-Users with clear and comprehensive information about collection and Processing of Service Data pursuant to this Agreement and satisfied notice and transparency requirements of Applicable Data Protection Laws (including Ogury and Demand Partners’ practices, as necessary).

4.2 Where the Digital Property is an Application, Publisher shall ensure that End-Users are able to review the Privacy Notice prior to downloading or using the Application by posting such notice, or a link to such notice, in any app store from which the Application may be downloaded.

4.3. The Privacy Notice shall include:

4.3.1. clear and comprehensive information about the Tracking Technologies that may be used by Ogury and Demand Partners to collect Service Data and, where required by Applicable Data Protection Laws, how End-Users can consent (or refuse to consent) to these Tracking Technologies;

4.3.2. the types of Service Data collected by, or transferred to, Ogury and Demand Partners;

4.3.3. disclosing that Service Data will be used by Ogury and Demand Partners for the Permitted Purpose, including online behavioral advertising;

4.3.4. a link to, or a description of how to access, an opt-out mechanism for online behavioral advertising, such as the opt out page(s) of the Network Advertising Initiative (https://www.networkadvertising.org), the Digital Advertising Alliance (https://digitaladvertisingalliance.org), or the European Digital Advertising Alliance (https://edaa.eu); and

4.3.5 any other information required by Applicable Data Protection Laws.

4.4 Publisher shall ensure to keep up to date its Privacy Notice with which it shall comply at all times.

4.5 The Ogury privacy policy (currently available at https://ogury.com/ogury-advertising-privacy-policy) and its explanation of Ogury’s data use practices may assist Publisher in complying with the above.

5. Compliance and Audit

5.1. If Publisher is unable to comply with its obligations under this Data Processing Agreement, Publisher shall promptly notify Ogury in writing.

5.2. Ogury shall have the right to audit Publisher’s compliance with its obligations under this Data Processing Agreement and may immediately cease to provide the Services if, in its reasonable opinion, Publisher has failed to comply with such obligations.

5.3. If any Data Subject makes a specific request to Publisher to exercise their rights with respect to Personal Data controlled by Ogury, Publisher shall refer them to the Ogury privacy policy (currently available at https://ogury.com/ogury-advertising-privacy-policy) and Ogury’s dedicated privacy mailbox at dpo@ogury.co to inform them how to make their request directly to Ogury.

6. Transparency and Consent Frameworks

6.1. Publisher acknowledges that Ogury and its Demand Partners rely on Publisher to provide End-Users with transparency and choice mechanisms required by Applicable Data Protection Laws as Ogury and its Demand Partners do not have a direct relationship with End-Users through the Digital Properties.

6.2. Accordingly, Publisher is responsible, to the extent required by Applicable Data Protection Laws, to ensure transparency, obtain any necessary consents from End-Users to use Tracking Technologies on Digital Properties, offer opt-out mechanisms to End-Users for Targeted Advertising, Sharing, or Sales of their Personal Data, and to ensure the existence of an adequate legal basis for Ogury and Demand Partners to process Service Data collected from Digital Properties, or transferred by Publisher, for the Permitted Purpose.

6.3. Publisher shall implement mechanisms on Digital Properties which meets the requirements of the self-regulatory advertising ecosystem frameworks, as updated from time to time (herein, “Frameworks”), supported by Ogury (as notified to Publisher from time to time), such as the IAB Europe Transparency and Consent Framework where European Data Protection Laws apply and the IAB Global Privacy Platform where State Data Protection Laws apply, to support compliance with Applicable Data Protection Laws. Publisher shall comply with its obligations under the Frameworks at all times.

6.4. Ogury reserves the right to block any ad requests from Digital Properties that do not meet the requirements of this Clause 6, without liability.

7. Prohibited Data

7.1. Publisher represents and warrants that it shall not cause Ogury and Demand Partners to process:

7.1.1. any Service Data pertaining to an End-User who opted out for Targeted Advertising, Sharing, or Sales of their Personal Data unless and solely to the extent such Service Data is flagged accordingly;

7.1.2. any Service Data where Publisher is, or should be, aware that it relates to an End-User under the age of 16 years or under the age required for parental consent as determined by any applicable jurisdiction, whichever is greater (herein, “Children“);

7.1.3. any Service Data from Digital Properties that Publisher knows or should know are directed to Children;

7.1.4. any information that would be considered protected, sensitive, special, or similar under Applicable Data Protection Laws, such as data deemed “special category” under European Data Protection Laws, “sensitive” under State Data Protection Laws, or PHI as defined under the Health Insurance Portability and Accountability Act of 1996.

8. Additional obligations under European Data Protection Laws

8.1. In the event of a Personal Data Breach in relation to Service Data under its control, the affected party shall initiate the required notification and information within the timeframe and under the conditions imposed by European Data Protection Laws and promptly take all necessary and appropriate corrective action to remedy the underlying causes of the Personal Data Breach.

8.2. Publisher shall transfer Service Data to Ogury in the United Kingdom pursuant to the European Commission’s adequacy decision for the UK in Commission Implementing Decision 2021/1772 of 28 June 2021.

9. Additional obligations under State Data Protection Laws

9.1. As to Opted Out State Service Data, Ogury will operate as a Processor to Publisher in accordance with State Data Protection Laws. Accordingly, Ogury will:

9.1.1. Process such Opted Out State Service Data only for Restricted Purposes and not process it for Targeted Advertising purposes nor Sell or Share it.

9.1.2. Assist Publisher with State Data Protection Laws compliance by (i) assisting Publisher in responding to Data Subjects requests lawfully made pursuant to the State Data Protection Laws, provided that Publisher must supply to Ogury all information necessary for it to provide such assistance; (ii) contributing to data protection assessments where required by the State Data Protection Laws; (iii) offering reasonable notice and assistance to Publisher in the event Ogury experiences a breach of security resulting in accidental or unlawful destruction, loss, alteration, or unauthorised disclosure of, or unauthorized access to Opted Out State Service Data, including to help Publisher satisfy its incident notification obligations, if any, under State Data Protection Laws; and (iv) implementing reasonable security procedures and practices appropriate to the nature of the Opted Out State Service Data and designed to protect such data from unauthorized or illegal access, destruction, use, modification, or disclosure in accordance with State Data Protection Laws.

9.1.3. Treat Opted Out State Service Data as confidential and subject each person that processes such data to an appropriate obligation of confidentiality;

9.1.4. Engage a subcontractor to process Opted Out State Service Data only if (i) Ogury has in place a written agreement with the subcontractor that obligates the subcontractor to comply with terms at least as protective as the terms set out in this Clause 9; and (ii) to the extent required by State Data Protection Laws, provide Publisher notice of the planned transmission to any subcontractor and an opportunity to object;

9.1.5. Upon the earlier of any request by Publisher or without undue delay following termination of the Agreement, delete, return, or de-identify such California Sale Opt Out Data in accordance with State Data Protection Laws, unless retention is required by applicable law;

9.1.6. Upon Publisher’s reasonable request, provide information or an attestation that Ogury deems reasonably necessary for Publisher to verify that Ogury’s processing is consistent with the obligations set out in this Clause 9. If the parties mutually agree further review is necessary, Ogury will allow for reasonable inspection by a third-party auditor approved by Ogury to verify its compliance with this Clause 9;

9.1.7. Not retain, use, or disclose Opted Out State Service Data outside of the direct business relationship with Publisher or for any purpose, including Commercial Purposes, other than for the Restricted Purposes, unless otherwise permitted by State Data Protection Laws;

9.1.8.  Upon notice from Publisher of its reasonable belief that Ogury is processing Opted Out State Service Data in an unauthorized manner, cooperate with Publisher in good faith to stop or remediate the allegedly unauthorized use of Opted Out State Service Data, as necessary, such as by providing documentation verifying certain practices;

9.1.9. Notify Publisher without undue delay if Ogury determines it can no longer meet its obligations under State Data Protection Laws; and

9.1.10. Except to process for the Restricted Purposes or as otherwise permitted by State Data Protection Laws, not combine Opted Out State Service Data with Personal Data received from or on behalf of another person or source or that Ogury may collect from its own interactions with End Users.

9.2. Each party will comply with requirements set out in State Data Protection Laws for processing Deidentified Data, including by: (i) Not attempting to re-identify any such data; (ii) using reasonable administrative, technical, and organizational measures to prevent any re-identification of any such data or any inadvertent release of any such data; and (iii) Publicly committing both to maintain and use the Deidentified Data in de-identified form and not to attempt to re-identify any such data.

 

 

Schedule to the Data Processing Agreement
Description of Ogury’s data processing

  1. Categories of data subjects: 
    End-Users visiting Digital Properties
  2. Categories of personal data:
    Categories of personal data listed in Ogury privacy policy, currently available at https://ogury.com/ogury-advertising-privacy-policy
  3. Categories of sensitive data, if any: None
  4. Frequency of the transfer: Continuous
  5. Purpose of the Processing: Permitted Purposes
  6. How long personal data will be retained: Up to 13 months

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annex 2 – Template Self-Billing Agreement

(for UK Vat-registered publishers only)

THIS SELF BILLING AGREEMENT is dated [date]

Parties

  • OGURY LIMITED, a limited company incorporated and registered in England and Wales with company number 08904951 and VAT number 184312614 and whose registered office is at Classic House, 174-180 Old Street, London EC1V 9BP (Ogury); and
  • [PUBLISHER FULL LEGAL NAME], a limited company incorporated and registered in England and Wales with company number [•] and VAT number [•] whose registered office is at [•] (Publisher).

BACKGROUND

Publisher and Ogury entered into a Publisher Services Agreement on the [•] (“Commercial Agreement Start Date“), according to which Ogury provides services to the Publisher and Publisher provides advertising inventory to Ogury, for which Ogury is paying fees to Publisher (“Commercial Agreement“);

Publisher and Ogury have agreed to enter into this Self-Billing Agreement under the terms agreed below.

AGREED TERMS

1.     Term

1.1.  This Self Billing Agreement shall come into force on the Commercial Agreement Start Date and remain in force until the Commercial Agreement between the parties comes to an end.

2.     Ogury

2.1.  Ogury shall

  • issue self-billed invoices for all supplies made to them by Publisher until the end of the Commercial Agreement between the parties;
  • complete self-billed invoices showing the Publisher’s name, address and VAT registration number, together with all the other details which constitute a full VAT invoice;
  • make a new self-billing agreement in the event that their VAT registration number changes; and
  • inform Publisher if the issue of self-billed invoices will be outsourced to a third party.

3. Publisher

Publisher shall

  • ensure that on the date of this Self-Billing Agreement its legal company name and number, registered address, VAT registration number and any other details required for a valid VAT invoice are accurate
  • accept invoices raised by Ogury on its behalf until the end of the Commercial Agreement between the parties;
  • not to raise sales invoices for the services covered by its Commercial Agreement with Ogury;
  • accept each self-billed invoice created by Ogury;
  • notify Ogury immediately if:
    • its VAT registration number changes;
    • it ceases to be registered for VAT ; or
    • it sells its business or part of its business

4. Notifications

    • Publisher shall make notifications under this Self Billing Agreement using the self-service platform to notify Ogury of any changes. If that is not possible it shall notify them to its Account Manager and publisherinvoices@ogury.co.
    • Ogury shall make notifications under this Self Billing Agreement using the details provided by Publisher on its self-service platform.

The Parties have entered this Agreement as of the date of the Publisher’s signature below.

 

 

Signed by Ogury:

Name:

Title:

Date:

 ………………………….

 

 

 Signed by Publisher:

Name:

Title:

Date:

 ……………………….