Programmatic Marketing Terms

To ensure clarity, here are plain-language definitions of some key terms used in our agreements and reports:

• Custom Audience: A group of users assembled based on specific data provided by the advertiser. For example, a custom audience could be built from a list of customer addresses, emails, phone numbers, or identifiers, or from website visitor data. This allows targeting ads specifically to people who have already engaged with the brand (such as past customers or site visitors). Custom Audiences are powerful for retargeting and retention campaigns, because they focus on users who have a known relationship or interaction with the brand.
• Dynamic CPM (dCPM): Cost per Mille (thousand) that changes dynamically. Unlike a fixed CPM where the price per thousand impressions is set in advance, a dynamic CPM is optimized in real time via bidding algorithms. Each impression might be won at a different price depending on how valuable it is deemed (considering factors like user behavior, time, and competition from other advertisers). Essentially, dCPM means you’re letting the system bid higher for impressions likely to perform well and bid lower (or not at all) for impressions less likely to be valuable, all within the constraints of your budget and bid parameters.
• Campaign Performance Benchmark: A reference performance level used to judge campaign success. Benchmarks could be based on historical data (e.g., “last year our campaigns saw a 2% conversion rate”) or industry averages (e.g., “the average click rate in our sector is 0.08%”). They serve as a measuring stick for how well a campaign is doing. For instance, if your benchmark CPA (cost per acquisition) is $50, and the campaign’s CPA is $45, we’d say it’s performing above benchmark (which is positive). Benchmarks help contextualize results but are not fixed targets – they may be adjusted as we gather more data, and they are not contractual promises. They are tools for performance evaluation and goal-setting.
• Non-Guaranteed Inventory: Ad inventory that is sold via real-time bidding or auction-based channels without a guaranteed volume. This includes open exchange impressions, private marketplace deals, and any placements where the publisher hasn’t committed to reserving a specific amount for you. Non-guaranteed means if conditions aren’t favorable (e.g., limited user traffic or high competition), you might not spend your full budget or get all the impressions you hoped for. In contrast, a Guaranteed Buy (like a direct reservation or “programmatic guaranteed” deal) would ensure delivery of a set number of impressions. Our service uses primarily non-guaranteed inventory to maintain flexibility and optimize ROI; however, it comes with the understanding that delivery fluctuations can occur.
• Private Marketplace (PMP): An invitation-only auction where select publishers offer premium ad placements to select advertisers at a pre-negotiated floor price. A PMP deal gives an advertiser a first look or priority at inventory before it goes to the broader open exchange. It’s a way to access high-quality sites or audiences in a controlled manner. Note: PMPs often have higher CPM floor prices than the open market because of this exclusivity. While PMPs can improve quality and brand safety, they are still non-guaranteed (if your bid is below the floor or there’s low supply, you may not get delivery). We may use PMPs in your campaign when premium inventory aligns with your target audience or quality requirements.
• Third-Party Data/Third-Party CPM: In programmatic advertising, third-party data refers to audience information collected and provided by outside data providers (not by the publisher or you as the advertiser). If we use third-party data segments (for example, targeting “auto intenders” from a data vendor), there is often an additional cost for that data. This can effectively raise the CPM for those impressions because the data provider charges a fee. When we mention “third-party CPMs may be higher,” we mean that tactics involving external data or premium inventory could come at a cost premium. For instance, layering a purchased demographic segment onto a campaign might add a few dollars to the CPM. We will be transparent about any such data fees in advance.

Our programmatic marketing services adhere to industry standards and legal requirements to protect our clients and end-users. We emphasize the following compliance frameworks and terms that govern our work:

• IAB Standard Terms & Conditions (Version 3.0): We operate in alignment with the Interactive Advertising Bureau’s standard terms for digital advertising. The IAB/AAAA Standard Terms and Conditions v3.0 (for media buys up to one year) provide the foundational legal framework for things like cancellation policies, liabilities, ad serving, and measurement. This document covers a broad range of interactive advertising issues and scenarios relevant to our campaigns. By referencing these standard T&Cs, we ensure that our agreements are consistent with industry-accepted practices. (For details, see the IAB’s published terms or contact us for a copy.)
• GDPR (General Data Protection Regulation): For campaigns that involve personal data of individuals in the European Economic Area, we comply with GDPR requirements. This means any collection or use of personal data for ad targeting or measurement is done on a lawful basis. Typically, this involves obtaining explicit consent from users for cookie use or data processing for advertising (e.g., via consent management platforms on publisher sites). We respect user rights under GDPR, such as the right to opt-out (withdraw consent) and the right to access or erase data. In practical terms, if a user has not consented to targeted advertising cookies, our programmatic campaigns will not target them with personalized ads. We also honor “do not sell/share” signals and equivalent opt-outs in regions with such laws.
• EU-U.S. Privacy Shield / Data Privacy Framework: Although the original EU-U.S. Privacy Shield was invalidated by courts, its principles continue to inform our data transfer practices. We adhere to the core Privacy Shield Principles – including Notice, Choice, Accountability for Onward Transfer, Security, Data Integrity & Purpose Limitation, Access, and Recourse/Enforcement – to the extent applicable. Essentially, if any personal data is transferred from the EU to the U.S. as part of an ad campaign (for example, an EU user’s data being processed on a U.S.-based ad server), we ensure robust protections: users are informed, can opt out, data is secured, used only for the intended purpose, and we remain accountable for our partners’ handling of that data. With the new EU-U.S. Data Privacy Framework coming into effect, we will update our compliance accordingly, but the same principles of transparency and protection apply.
• NAI Code of Conduct (2018): Killer Logic is committed to the self-regulatory principles set forth by the Network Advertising Initiative (NAI) for interest-based advertising. The NAI Code of 2018 requires member companies to provide notice and choice regarding data collection, maintain accountability for data use, implement strong data security, and impose limits on data usage for advertising. In practice, this means we only work with technology partners who offer proper privacy notices (those ubiquitous “About Ads” opt-out icons on banners, for instance), we honor consumer opt-out requests (such as the NAI/DAA opt-out mechanisms), and we do not use sensitive data for targeting without consent. We also follow NAI’s guidance on sensitive data (e.g., not targeting ads based on sensitive health information or any other categories NAI prohibits). By aligning with the NAI Code, we aim to increase consumer trust in the advertising ecosystem and ensure ethical data practices.
• Simpli.fi Platform Terms: We manage campaigns using the Simpli.fi demand-side platform. Our clients benefit from Simpli.fi’s robust capabilities, but it also means certain platform terms apply to campaign execution. Notably, Simpli.fi’s terms state that their reporting of impressions and costs is final for billing (as mentioned earlier). They also require that ads and targeting comply with all applicable laws (which we ensure). Simpli.fi may have policies on creative content (e.g., disallowing misleading or obscene ads) and reserves rights to reject creatives that violate those standards. Killer Logic will guide you through any specific platform restrictions and ensure that your campaigns meet all requirements. Any data shared with Simpli.fi (such as your customer lists for custom audiences) will be used only for your campaigns and handled under Simpli.fi’s data protection terms (including their adherence to standard contractual clauses for data transfer, as noted in their Data Protection Addendum)simpli.fi.
• NAI/DAA Opt-Outs & Cookies: As part of compliance, we ensure that all ads served through our campaigns will include the appropriate AdChoices icon or similar mechanism where required, giving consumers the ability to learn about data practices and opt out of interest-based ads. We abide by the Digital Advertising Alliance (DAA) self-regulatory program in regions where it’s applicable. For example, if a user opts out via aboutads.info or their device settings (for mobile ads), we will exclude them from targeting in line with industry protocols.

In summary, our commitment to these legal and self-regulatory frameworks means your campaigns not only perform well, but are conducted responsibly and lawfully. We stay updated on changes in regulations (such as new state privacy laws, ePrivacy directives, etc.) and will adapt our practices as needed, informing you if any changes impact your campaigns.

To avoid any ambiguity, we reiterate how campaign metrics and invoicing are handled:

• Authoritative Reporting: The performance data that matters for billing and evaluation is the data reported by our DSP platform (Simpli.fi). This includes impressions delivered, clicks and conversions recorded (if tracked in-platform.) While we can and do integrate with third-party analytics (like Google Analytics or your CRM) to analyze post-click or post-impression behavior, those are outside the scope of billing. All media delivery numbers come from Simpli.fi’s ad serving logs, which are designed for accuracy and have processes to eliminate invalid traffic, etc. Simpli.fi’s reporting on impression counts and the price per impression is considered final. This is standard in the industry because the ad platform is the source of truth for what was actually purchased.
• Invoice Basis: We invoice based on the actual impressions and spend recorded. For example, if we planned $10,000 for a month but only $9,500 was spent (perhaps due to lower volume or pausing low performers), you pay $9,500. Conversely, if we accidentally over-deliver and spend $10,500, we will typically absorb that overage unless it was pre-approved by you (e.g., you agreed to extend the budget). “Due upon receipt” on our invoices means we kindly request immediate payment processing. This is because we, in turn, have to pay media vendors promptly (Simpli.fi bills us for the media).
• Reconciliation and Discrepancies: We rarely encounter major discrepancies, but minor differences between various analytics and the ad platform can occur (due to factors like users with ad blockers, differences in time-zone reporting, etc.). If you believe there is a significant discrepancy, we will investigate. For instance, if your Google Analytics says 100,000 visits from our campaign but we billed 120,000 clicks, we would double-check the click counts and any potential bot traffic. However, in general, the platform’s numbers will stand, as they account for all served ads including those that might not result in a click or site visit (in the case of impressions). Any invalid traffic (IVT) detected (fraudulent clicks or impressions) is typically filtered out by the platform and not charged. If any is discovered after billing, we will credit it back in the next invoice as per the platform’s reconciliation.
• Changes in Scope or Budget: Billing is also tied to scope. If you request an increase in budget or an extension of the campaign, we will confirm that in writing (email or addendum) and adjust invoicing accordingly. We won’t surprise you with costs that weren’t discussed. Similarly, if we under-spend significantly because, say, you paused the campaign for a period, we will only bill actual spend and platform fees. Our goal is for our billing to be straightforward and exactly reflective of the media delivered and services rendered, with no hidden fees.
• Platform Fees and Markups: Our managed service fee may be built into the CPM as mentioned. Should there be any separate fees (for example, a one-time setup fee, or if using an additional platform for viewability verification that charges a fee), those will be itemized. Simpli.fi’s own platform fee is internal to the media cost we charge; you won’t see a separate line item for it, but it’s part of the CPM. We absorb technology costs in the media rates unless explicitly noted.

We encourage clients to review the performance reports we provide; they often include the raw data of impressions, clicks, etc. If something is unclear in a report or invoice, we are happy to explain it in detail.

GOVERNING LAW.
THIS AGREEMENT, THE MSA, AND ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING THERETO (EACH, A “CLAIM”) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICTS OF LAW RULES.

VENUE AND JURISDICTION.
SUBJECT TO THE MEDIATION REQUIREMENT BELOW, THE PARTIES CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF (I) THE STATE COURTS OF HARRIS COUNTY, TEXAS, OR (II) THE FEDERAL COURTS OF THE SOUTHERN DISTRICT OF TEXAS, HOUSTON DIVISION, FOR ANY CLAIM NOT RESOLVED BY MEDIATION. EACH PARTY WAIVES ANY OBJECTION TO VENUE OR PERSONAL JURISDICTION IN THOSE COURTS.

MANDATORY MEDIATION (CONDITION PRECEDENT).
EXCEPT FOR (1) NON-PAYMENT CLAIMS BY KILLER LOGIC, AND (2) REQUESTS FOR TEMPORARY OR PRELIMINARY INJUNCTIVE RELIEF TO PROTECT CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY, THE PARTIES SHALL FIRST SUBMIT ANY CLAIM TO GOOD-FAITH MEDIATION IN HARRIS COUNTY, TEXAS, BEFORE FILING SUIT. MEDIATION SHALL BE CONDUCTED BY A NEUTRAL, MUTUALLY AGREED MEDIATOR. THE PARTIES SHALL SPLIT THE MEDIATOR’S FEES AND COSTS 50/50, AND EACH PARTY SHALL BEAR ITS OWN ATTORNEYS’ FEES AND EXPENSES. IF THE PARTIES DO NOT RESOLVE THE CLAIM WITHIN 30 DAYS AFTER APPOINTMENT OF THE MEDIATOR (OR SUCH OTHER PERIOD AS THEY MAY AGREE IN WRITING), EITHER PARTY MAY PROCEED CONSISTENT WITH THE VENUE CLAUSE ABOVE.

WAIVER OF JURY TRIAL.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT, THE MSA, OR THE SERVICES.

DISCLAIMER OF WARRANTIES.
EXCEPT AS EXPRESSLY STATED IN A SIGNED AGREEMENT OR SOW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” KILLER LOGIC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CLIENT ACKNOWLEDGES THE INHERENTLY NON-GUARANTEED NATURE OF PROGRAMMATIC MEDIA DELIVERY AND DYNAMIC CPM PRICING.

EXCLUSIVE REMEDIES.
CLIENT’S EXCLUSIVE REMEDY FOR ANY NON-CONFORMING SERVICES SHALL BE, AT KILLER LOGIC’S OPTION, RE-PERFORMANCE OF THE SERVICES OR REFUND OF THE FEES PAID FOR THE NON-CONFORMING SERVICES GIVING RISE TO THE CLAIM.

LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) IN NO EVENT SHALL KILLER LOGIC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (ii) KILLER LOGIC’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES, ANY AGREEMENT, OR THE MSA SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO KILLER LOGIC FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY.

CARVE-OUTS.
THE LIMITATIONS ABOVE APPLY TO ALL THEORIES OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND SHALL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTHING HEREIN LIMITS LIABILITY FOR CLIENT’S PAYMENT OBLIGATIONS, OR FOR DAMAGES THAT CANNOT LAWFULLY BE LIMITED OR DISCLAIMED UNDER TEXAS LAW (INCLUDING WILLFUL MISCONDUCT OR GROSS NEGLIGENCE). TIME LIMIT TO BRING CLAIMS: TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CLAIM BY CLIENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM ACCRUES, OR IT IS PERMANENTLY BARRED.

TO THE FULLEST EXTENT PERMITTED BY LAW, CLIENT IRREVOCABLY WAIVES AND DISCLAIMS ANY AND ALL RIGHTS AND REMEDIES UNDER THE TEXAS DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT, TEX. BUS. & COM. CODE § 17.41 ET SEQ. (THE “DTPA”), A WAIVER OF WHICH IS PERMITTED BY § 17.42, AS SUCH LAW MAY BE AMENDED FROM TIME TO TIME. CLIENT REPRESENTS AND WARRANTS THAT IT IS REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOOSING IN CONNECTION WITH THE AGREEMENT AND THE MSA, AND THAT THIS WAIVER IS KNOWING AND VOLUNTARY. THIS WAIVER SHALL APPLY ONLY IF AND TO THE EXTENT THE CONDITIONS OF § 17.42 ARE SATISFIED, INCLUDING EXECUTION BY CLIENT AND CLIENT’S COUNSEL; OTHERWISE THIS SECTION SHALL BE OF NO EFFECT.

SEVERABILITY.
IF ANY PROVISION OF THESE PM T&Cs, THE AGREEMENT, OR THE MSA IS HELD INVALID, ILLEGAL, OR UNENFORCEABLE, SUCH PROVISION SHALL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED, AND THE REMAINING PROVISIONS SHALL REMAIN IN FULL FORCE AND EFFECT. THE PARTIES AUTHORIZE A COURT TO BLUE-PENCIL ANY OVERBROAD OR UNENFORCEABLE TERM TO MAKE IT ENFORCEABLE TO THE MINIMUM EXTENT NECESSARY.

SURVIVAL.
THE FOLLOWING PROVISIONS SURVIVE ANY TERMINATION OR EXPIRATION OF THE SERVICES, ANY AGREEMENT, OR THE MSA: PAYMENT OBLIGATIONS; CONFIDENTIALITY; INTELLECTUAL PROPERTY; INDEMNIFICATION (IF ANY); DISCLAIMERS; EXCLUSIVE REMEDIES; LIMITATION OF LIABILITY; GOVERNING LAW; VENUE; MEDIATION; JURY WAIVER; TIME LIMIT TO BRING CLAIMS; SEVERABILITY; AND SURVIVAL.

This public Terms & Conditions summary is meant to supplement (and not replace) the formal legal agreements we have with you:

• The Managed Service Agreement (“Agreement”) and Master Services Agreement (“MSA”) will reference this T&Cs page, thereby incorporating these terms into the contract. In case of any conflict between this summary and the Agreement or MSA, the signed agreement documents take precedence.
• For clarity, the following provisions in this page are expressly incorporated by reference into the Agreement and the MSA: Governing Law; Venue; Mediation; Jury Waiver, Disclaimers; Exclusive Remedies; Limitation of Liability, Texas Deceptive Trade Practices Act Waiver, and Severability; Survival.
• We provide this summary to keep the contract itself concise. Detailed explanations (like the definitions and industry references above) live here, so the Agreement can focus on the specifics of your campaign. Think of this page as an extension of the contract that you can consult for background information on how we operate.

By engaging with Killer Logic’s Programmatic Marketing Managed Service, you acknowledge that you have read and understood the above Terms & Conditions summary. We believe in transparency and want our clients to be well-informed about how our service works, its inherent limitations, and the standards we uphold. If you have any questions about these terms or need further clarification on any point, please contact us at any time. We’re here to ensure you feel confident and comfortable with every aspect of your programmatic campaign.