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.
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.
DFP API Use Rights and Obligations.
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.
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.
Access and Use Restrictions.
- 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
- DFP API Clients may disclose DFP API Data of a DFP account to the Account Owner.
- DFP API Clients may use DFP API Data collected for the then-current authorized
Account Owner using Company’s then-current Developer Credentials.
- 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.
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.
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.
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
(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.
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.
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.
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.
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.
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):
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.
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
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.
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.
Use of Trademarks; Publicity.
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
- The DoubleClick name and the DFP Logo shall be associated with the DFP API only.
- 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.
- 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
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.
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.
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.
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).
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.
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.
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
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.
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.
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
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.
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).
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
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.
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.
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
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.