DFP API Terms and Conditions

This DFP API Agreement governs DoubleClick’s provision of access to and Company’s use of the DFP API and the DFP API Client. By accessing or using the DFP API and/or DFP API Client, Company agrees to be bound by the terms of this DFP API Agreement.

The DFP API and DFP API Specifications are, as applicable, the intellectual property and proprietary information of DoubleClick. Company’s right to use, copy and to retain a copy of the DFP API and DFP API Specifications is contingent on Company’s full compliance with this DFP API Agreement.

  1. Definitions. (a) "Account Owner" means the owner of record of an account or a party who the owner of record has expressly authorized to access and manage that account. (b) "Client" means an advertiser, network publisher or other third party, if any, (i) on whose behalf Company utilizes the DFP API and/or DFP API Client or (ii) who utilizes the DFP API and/or DFP API Client on behalf of Company through Company’s DFP account. (c) "Confidential Information" means information disclosed by one party to the other party under this DFP API Agreement that is marked as confidential or would normally be considered confidential (e.g., product or business plans), but does not include information that the recipient already knew, becomes public through no fault of the recipient, or was independently developed by the recipient without reference to the discloser's confidential information. (d) "Developer Credentials" means the unique user name and password or authorization token that Company supplies to DoubleClick to access DoubleClick servers through DFP API Client. (e) "DFP API" means the DART/DoubleClick for Publishers Application Program Interface. (f) "DFP API Agreement" means these DFP API Terms and Conditions. (g) "DFP API Client" means any software approved by DoubleClick that can access or communicate with DoubleClick’s servers using the DFP API Specifications. (h) "DFP API Data" means any data or content obtained from DoubleClick using the DFP API. (i) "DFP API Specifications" means all information and documentation DoubleClick provides specifying or concerning DFP API specifications and protocols and any DoubleClick-supplied implementations or methods of use of the DFP API. (j) "Subcontractor" means, with respect to a party, a subcontractor, consultant, third-party service provider or agent engaged by such party (or a Client of such party) in connection with its use or provision of the DFP API and/or the DFP API Client, both of which are permitted under this DFP API Agreement. (k) "Using the DFP API" means: (i) the use of the mark-up language described in DFP API Specifications (A) to access DoubleClick servers through the DFP API, (B) to send information to DFP accounts using a DFP API Client, or (C) to receive information from DoubleClick in response to DFP API calls; and/or (ii) the distribution or development of a DFP API Client.
  2. DFP API Use Rights and Obligations.
    1. DoubleClick. DoubleClick will provide to Company access to the DFP API and DFP API Client in accordance with the terms and conditions of this DFP API Agreement.
    2. Company. Company may use the DFP API to access DoubleClick servers only in accordance with the terms and conditions of this DFP API Agreement and only with its own Developer Credentials. Company may use the DFP API and DFP API Specifications to develop and distribute a DFP API Client to DFP Account Owner(s) only in accordance with the terms and conditions of this DFP API Agreement. Company will be solely responsible for its use of the DFP API and DFP API Client hereunder. Company shall not access the DFP API using a DFP API Client that is not in full compliance with this DFP API Agreement. Any and all DFP API Client(s) (and its development and distribution) shall fully comply with this DFP API Agreement at all times. Company hereby represents and warrants that it is authorized to act on behalf of each of its Clients and will be liable for their acts and omissions, if any, in connection with their access to and use of the DFP API and DFP API Client provided under this DFP API Agreement.
    3. Access and Use Restrictions.
      1. Subject to the exceptions set forth in subsections (ii)-(iv) below, a DFP API Client shall not enable or allow any party to access or use: (A) any DFP account, DFP user name and/or passwords (including Developer Credentials), DFP API Data or any other information of another party; (B) any data obtained through Automated Information Access (as defined in Section 3(b) below); or (C) any DFP API Specifications.
      2. DFP API Clients may disclose DFP API Data of a DFP account to the Account Owner.
      3. DFP API Clients may use DFP API Data collected for the then-current authorized Account Owner using Company’s then-current Developer Credentials.
      4. DFP API Clients may transfer DFP API Data they collect to a database exclusively accessible, owned and controlled by the party whose Developer Credentials were used to obtain that data. DFP API Data in such database may only be accessed: (A) by DFP API Clients in full compliance with this DFP API Agreement, (B) by intermediary tools whose sole purpose is to analyze data for or supply data to a DFP API Client in full compliance with this DFP API Agreement, or (C) by reporting tools to produce reports only for the Account Owner of the DFP account from which DFP API Data was received. Such databases shall be fully secure at all times and, unless owned and operated by Company, each owner and operator of all such intermediary and reporting tools acting on Company’s behalf shall be under a written duty of confidentiality no less strict than Company’s duty of confidentiality required under this DFP API Agreement.
    4. Aggregate Information. Notwithstanding anything to the contrary in this DFP API Agreement, DFP API Clients may only use or transfer DFP API Data (i) as expressly permitted by this DFP API Agreement, or (ii) in the case of a disclosure of DFP account information, to that Account Owner. Unless approved by DoubleClick in writing, DFP API Clients may not use or transfer DFP API Data, including without limitation any data related to Account Owners, in aggregate form, even when such data cannot be correlated to specific users or accounts.
    5. Personally Identifiable Information. DFP API Client(s) shall not collect personally identifiable information of any party. Company will not, and will not assist or knowingly permit any third party to, pass information to DoubleClick that DoubleClick could use or recognize as personally identifiable information.
    6. Privacy. Company will ensure that each of its web sites contains, and will advise in writing each of its Clients that each of their web sites utilizing the DFP API and/or DFP API Client is required to contain, a privacy policy that (i) discloses (A) the usage of third-party technology and (B) the data collection and usage resulting from the DFP API and/or DFP API Client (it being understood that this clause will not be deemed to require those privacy policies to expressly identify DoubleClick or the DFP API and/or the DFP API Client, unless otherwise required by law, rule or regulation) and (ii) complies with all applicable privacy laws, rules and regulations.
    7. Most Current API. DoubleClick may release a new version of the DFP API (each, a "Current DFP API Version"). For all DFP API Clients, including those applications that are not web-based, Company shall (i) only use the most recent Current DFP API Version and (ii) update all DFP API Clients, including those applications that are not web-based, to use the most recent Current DFP API Version promptly within 12 months following the release of such Current DFP API Version by DoubleClick. In the event that DoubleClick releases a new version of the DFP API, DoubleClick may cease supporting all non-Current DFP API Versions that were released more than 12 months prior to the release of the Current DFP API Version.
    8. Minimum Functionality. At a minimum, all DFP API Clients shall provide functionality that enables: (i) an Account Owner to associate applicable DFP account(s) with the services Company provides using its Developer Credentials, and (ii) an Account Owner to substitute or add new DFP account(s) associated with the services Company provides using its Developer Credentials.
    9. Security. Company shall use all reasonable efforts to, and each DFP API Client shall have adequate protections in order to, keep secure and prevent the interception of all DFP API Data, Developer Credentials and DFP API Specifications. All such information shall be kept secure at all times in a secure environment according to the highest security standards. All data transfer using the DFP API shall be secured using at least 128 Bit SSL encryption and all DFP API Clients shall transmit such information with a protocol at least as secure as 128 Bit SSL encryption, or for transmissions directly to DoubleClick, in each case, at least as secure as the protocol being accepted by the DFP API servers.
    10. Duty not to Interfere. Company and/or any DFP API Client shall not interfere or attempt to interfere in any manner with the proper working of the DFP API.
    11. Usage and Quotas. DoubleClick may, in its sole discretion, set a quota of operations on Company’s DFP API usage. Company shall not attempt to exceed automated use-quota restrictions. Company shall not attempt to aggregate its use or representation of DFP accounts primarily for the purpose of manipulating its DFP API use-quotas. DoubleClick will provide Company with guidelines, recommendations and/or best practices in connection with its use of the DFP API, including at the following URL (or such other URL as provided by Google): https://developers.google.com/doubleclick-publishers/docs/troubleshooting#QuotaError.EXCEEDED_QUOTA.
  3. Data.
    1. Ownership. As between Company and DoubleClick, Company will own all data derived from Company’s use of the DFP API and/or the DFP API Client hereunder; provided that DoubleClick may use and disclose such data solely (i) in aggregate form, which will not include personally identifiable information or information that identifies or would reasonably be expected to identify Company or any of its Clients, (ii) to provide access to the DFP API and/or the DFP API Client and enforce its rights under this DFP API Agreement (it being understood and agreed that Company’s non-aggregated data will not be used or disclosed to any third party by DoubleClick (except as otherwise expressly permitted by this DFP API Agreement) without Company’s written consent) and (ii) if and as required by court order, law or governmental or regulatory agency (after, if permitted, giving reasonable notice to Company and using commercially reasonable efforts to provide Company with the opportunity to seek a protective order or the equivalent (at Company’s expense)). For purposes hereof, notwithstanding anything herein to the contrary, but subject to the provisos in this Section 3(a), the data derived from Company’s use of the DFP API and/or the DFP API Client will be Confidential Information of Company.
    2. Data Collection. Except as expressly permitted by DoubleClick under a separate DoubleClick product or service feature, Company shall not use any automated means (e.g., scraping and robots) other than the DFP API to access, query or otherwise collect DoubleClick-related information from DoubleClick, information relating to the DFP program or any website owned or operated by DoubleClick or a site that displays DoubleClick advertising (collectively, "Automated Information Access"). DFP API Client(s) shall not enable or otherwise permit any Automated Information Access.
  4. No Guaranteed Access. DoubleClick may suspend or terminate Company’s access to the DFP API, or change any or all of the DFP API, protocols or methods of access to the DFP API or the DFP API Specifications for any or no reason at any time and will bear no liability for such decision. DoubleClick will use commercially reasonable efforts to provide Company notice prior to suspending or terminating Company’s access to the DFP API. Company is solely responsible at all times to backup its data and to be prepared to manage its account(s) without access to the DFP API. DOUBLECLICK DOES NOT REPRESENT OR WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE DFP API WILL BE AVAILABLE WITHOUT INTERRUPTION.
  5. DoubleClick Monitoring. Company acknowledges that DoubleClick may monitor any DFP API activity for the purpose of ensuring quality, improving DoubleClick products and services, and compliance with the terms of this DFP API Agreement. Company and/or any DFP API Client shall not, and shall not attempt to, interfere with such monitoring or otherwise obscure from DoubleClick DFP API activity. DoubleClick may use any technical means to overcome such interference, including, without limitation, suspending or terminating access to the DFP API by any DFP API Client. However, DoubleClick is not responsible for monitoring or policing any dispute related to Company’s use of any DoubleClick services (including, without limitation, the DoubleClick APIs) that may arise between Company and any DFP Account Owner or other third party.
  6. Use of Trademarks; Publicity.
    1. By Company. If Company uses the DoubleClick DFP logo (the "DFP Logo") in connection with the DFP API, Company must download an authorized version of the DFP Logo for Company’s use from the following URL, www.google.com/images/logos/dfp_logo.png, or such other URL as provided by DoubleClick from time to time. Any use of the DFP Logo by Company in connection with the DFP API shall comply with this DFP API Agreement and the branding guidelines set forth at www.google.com/permissions/index.html (or such other URL as DoubleClick may provide from time to time). The following basic principles also govern the use of the DoubleClick name and DFP Logo in conjunction with the DFP API:
      1. The DoubleClick name and the DFP Logo shall be associated with the DFP API only.
      2. If the DFP Logo appears in connection with a Web page or DFP API Client, it may never be the largest logo on such Web page or DFP API Client. The Web page shall clearly be identified as belonging to Company.
      3. DoubleClick logos, including the DFP Logo, can never be used in conjunction with any third-party logos, including the Developer's logos, without DoubleClick's prior written consent.
    2. Brand Feature Rules. Except as expressly set forth above, this DFP API Agreement does not grant Company any rights to any DoubleClick Brand Features (as defined below). DoubleClick may withdraw any license to any DoubleClick Brand Features at any time for any or no reason. Company shall not alter DoubleClick Brand Features in any way at any time (for example, changing color or size) without DoubleClick's prior written permission. Company shall not display DoubleClick Brand Features on, or associate DoubleClick Brand Features with, any adult or illegal content. Goodwill in DoubleClick Brand Features will inure only to DoubleClick's benefit and Company obtains no rights with respect to any of them. Company irrevocably assigns and will assign to DoubleClick any right, title and interest that Company may obtain in any of the DoubleClick Brand Features. Company shall not at any time challenge or assist others to challenge DoubleClick Brand Features or their registration (except to the extent Company cannot give up that right by law) or attempt to register any trademarks, marks or trade names confusingly similar to DoubleClick's. "DoubleClick Brand Features" means the trade names, trademarks, service marks, logos, domain names and other distinctive brand features of DoubleClick, including, without limitation, the DFP Logo. For purposes of clarification, this paragraph survives any termination or expiration of this DFP API Agreement.
    3. Publicity. Company may not issue any public announcement regarding the existence or content of this DFP API Agreement without DoubleClick's prior review and written approval, in DoubleClick's sole discretion.
  7. Representations and Warranties. Each party represents and warrants to the other party that is has all necessary rights and authority to enter into this DFP API Agreement and to perform its obligations hereunder.
  8. Client Software Principles. Company’s development and distribution of any software application that accesses DoubleClick, including, without limitation, Company’s development or distribution of any DFP API Client, shall at all times comply with the software principles set forth at www.google.com/about/company/philosophy/index.html (or such other URL as DoubleClick may provide from time to time).
  9. Compliance with Law and Policies. Company is responsible for complying with all applicable laws, rules and regulations, all third party rights and all DoubleClick policies with respect to its use of the DFP API and/or any DFP API Client. Company shall not use the DFP API and/or any DFP API Client in a manner that is, or that a user of any DFP API Client would reasonably consider, deceptive, unethical, false or misleading.
  10. No Implied Rights. Other than expressly granted herein, this DFP API Agreement does not grant either party any intellectual property or other proprietary rights. Company hereby releases and covenants not to sue DoubleClick and its corporate affiliates and any of their licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims (a) pertaining to any intellectual property Company develops that is based on, uses, or relates to the DFP API; and (b) which otherwise may arise in connection with Company’s use of, reliance on, or reference to the DFP API. DoubleClick retains all intellectual property rights (including all patent, trademark, copyright, and other proprietary rights) in and to DFP API Specifications, all DoubleClick websites and all DoubleClick services and any derivative works in connection therewith. All license rights granted herein are not sublicenseable, transferable or assignable unless otherwise stated herein.
  11. Non-exclusive. This DFP API Agreement is a non-exclusive agreement. Company acknowledges that DoubleClick may be developing and may develop products or services that may compete with the DFP API, DFP API Clients or any other products or services.
  12. Third Party Opt Out. Company understands that each DoubleClick DFP Account Owner whose account(s) Company is accessing through the DFP API may disassociate their accounts from Company’s services and regain exclusive control of their DFP accounts at any time. Company may not charge or otherwise impose any condition or penalty upon any DFP Account Owner in connection with any dissociation of a DFP account from Company’s services.
  13. Confidentiality.
    1. Generally. The recipient may use Confidential Information only to exercise its rights and fulfill its obligations under this DFP API Agreement and must use reasonable care to protect Confidential Information. The recipient will not disclose Confidential Information, except to employees and Subcontractors who need to know it and who are obligated to keep it confidential.
    2. API Materials. Notwithstanding anything to the contrary herein, Company shall not disclose all or part of any DFP API Specification or Company’s Developer Credentials to any third party except Company’s agent(s) using such information solely on Company’s behalf solely in accordance with this DFP API Agreement and under a written duty of confidentiality no less strict than Company’s duty of confidentiality required under this DFP API Agreement. Company takes responsibility for any and all use and disclosure of DFP API Specifications and Company’s Developer Credentials obtained through Company.
  14. Prohibited Acts. Company will not, and will not knowingly assist or permit any third party to, (i) modify, disassemble, decompile, reverse engineer, copy, reproduce or create derivative works from or in respect of the DFP API and/or the DFP API Client or any part of the DFP API and/or the DFP API Client, or (ii) damage, tamper with or misappropriate any part of the DFP API and/or the DFP API Client, or (iii) knowingly breach any DoubleClick security measure.
  15. Indemnification. Company shall indemnify, defend and hold DoubleClick, its agents, suppliers, affiliates, and licensors harmless from any claim, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claim, action or proceeding (any and all of which are "Claims") arising out of or related to any act or omission by Company in using the DFP API, or relating to the development, operation, maintenance, use and contents of a DFP API Client, including, but not limited to, any infringement of any third-party proprietary rights. At DoubleClick's option, Company shall assume control of the defense and settlement of any Claim subject to indemnification by Company (provided that, in such event, DoubleClick may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, Company shall not settle any such Claim without DoubleClick's prior written consent).
  16. Disclaimers and Limitation of Liability. DOUBLECLICK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. DOUBLECLICK SHALL NOT BE RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR ANY CHANGES MADE TO THE DFP API IMPLEMENTATION ORIGINALLY CREATED BY THE DFP API CLIENT ON THE ACCOUNT OWNER’S PROPERTY. DOUBLECLICK SHALL HAVE NO DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS DFP API AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT THAT THE FOREGOING IS NOT ENFORCEABLE, DOUBLECLICK'S AGGREGATE LIABILITY UNDER THIS DFP API AGREEMENT IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
  17. Termination. If Company violates all or part of this DFP API Agreement, Company’s access to the DFP API may be suspended or terminated, and any licenses contained in this DFP API Agreement will automatically terminate, without notice. DoubleClick reserves the right to (i) terminate this DFP API Agreement and/or Company’s access to the DFP API or any portion or feature thereof or (ii) discontinue the DFP API or any portion or feature thereof for any or no reason and at any time without liability to Company. Company may terminate this DFP API Agreement with or without cause at any time by indicating such election in the DFP user interface (i.e., unclicking and deactivating its acceptance of this DFP API Agreement) and at such point Company will no longer be able to access the DFP API or any portion or feature thereof. Upon any termination or notice of any discontinuance, Company shall immediately stop and thereafter desist from using the DFP API or distributing or developing DFP API Clients and destroy all copies of the DFP API Specifications in its possession or control (including, without limitation, from Company’s DFP API Client(s) and Company’s servers), and if requested by DoubleClick, certify to DoubleClick such destruction. DoubleClick may independently communicate with any DFP Account Owner whose account(s) are associated with Company’s Developer Credentials to provide notice of both the termination of Company’s right to use the DFP API. Notwithstanding any termination or expiration of this DFP API Agreement, any provisions of this DFP API Agreement that by their nature are intended to survive, shall survive any termination or expiration of this DFP API Agreement and will continue to bind Company in accordance with their terms.
  18. Modification. DoubleClick may modify any of the terms and conditions contained in this DFP API Agreement at any time and in its sole discretion by posting a change notice to Company’s account and changing the DFP API terms and conditions linked from DoubleClick’s DFP API home page. IF ANY MODIFICATION IS UNACCEPTABLE TO COMPANY, COMPANY’S ONLY RECOURSE IS TO TERMINATE THIS DFP API AGREEMENT. COMPANY’S CONTINUED USE OF THE DFP API, CONTINUED POSSESSION OF A COPY OF THE DFP API SPECIFICATIONS OR CONTINUED DEVELOPMENT OR DISTRIBUTION OF A DFP API CLIENT FOLLOWING POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON DOUBLECLICK’S SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
  19. Release. If Company has a dispute with one or more DoubleClick DFP Account Owners, Company releases DoubleClick (and its officers, directors, agents, affiliates, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If Company is a California resident, Company waives California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
  20. Miscellaneous. (a) This DFP API Agreement is governed by New York law, excluding its choice of law rules, and all claims arising out of or relating to this DFP API Agreement or the DoubleClick services and programs shall be litigated exclusively in the federal or state courts of New York County, New York, USA, and Company and DoubleClick consent to personal jurisdiction in those courts. (b) No party may assign or transfer any part of this DFP API Agreement without the written consent of the other party. Any other attempt to transfer or assign is void. (c) Nothing in this DFP API Agreement will limit a party's ability to seek equitable relief. (d) Subject to the following sentence, this DFP API Agreement is the parties' entire agreement relating to the subject of the DFP API and/or the DFP API Client and supersedes any prior or contemporaneous agreements on that subject. Notwithstanding the foregoing, nothing herein is intended to supersede any of the underlying agreements between DoubleClick and Company for any services or products relating to DART/DoubleClick for Publishers. (e) Failure to enforce any provision will not constitute a waiver. If any provision is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose. (f) Each party is liable for the acts and omissions of its Subcontractors. (g) There are no third-party beneficiaries to this DFP API Agreement. (h) The parties are independent contractors, and this DFP API Agreement does not create an agency, partnership or joint venture. (i) Neither party will be liable for any acts or omissions resulting from circumstances or causes beyond its reasonable control.