This Master Services and Account Management Authorization Agreement (the "Agreement") is entered into and made effective as of the date of electronic acceptance, opt-in, or signature (the "Effective Date"), by and between SAN1GO (hereinafter referred to as the "Parent"), and the entity or individual accepting this Agreement through any digital interface, platform invite, or written addendum (hereinafter referred to as the "Child" or "Publisher").
WHEREAS, the Child operates a Google Ad Manager network account and wishes to utilize the optimization, monetization, yield management, and technical administration services provided by SAN1GO; and
WHEREAS, SAN1GO requires extensive, unhindered, and complete operational administrative access to the Child's Google Ad Manager account to perform such monetization strategies, maintain ecosystem integrity, and execute programmatic optimizations;
NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions set forth herein, the Parent and the Child (collectively referred to as the "Parties" and individually as a "Party") agree as follows:
1.1 "Account" means the specific Google Ad Manager (GAM) network account, including all historical data, inventory configurations, active and inactive line items, key-values, user permissions, and associated Google publisher product links (including but not limited to Google AdSense and Google AdMob) owned or legally operated by the Child.
1.2 "Ecosystem Health" means the compliance status, traffic quality metrics, policy adherence, and structural integrity of the Ad Manager account as mandated by Google's Publisher Policies, Google Supply Policy, and programmatic industry standards against invalid traffic (IVT).
1.3 "Parent" means SAN1GO, including its authorized employees, contractors, developers, and technical representatives.
1.4 "Child" means the publisher entity or individual that grants account access to SAN1GO and accepts the terms stipulated in this Agreement.
1.5 "Platform Entities" means any and all objects created within Google Ad Manager, including but not limited to Orders, Line Items, Creatives, Key-Values, Yield Groups, Native Styles, Ad Units, Custom Targetings, and Audience Segments.
2.1 Absolute Operational Mandate. By accepting this Agreement and authorizing the Multiple Customer Management (MCM) "Manage Account" invitation or any equivalent administrative access within the Google Ad Manager interface, the Child hereby grants SAN1GO full, unrestricted, and complete administrative and management rights over the Child's Account.
2.2 Scope of Permitted Actions. The Child explicitly acknowledges and agrees that SAN1GO is authorized to execute any action it deems necessary, convenient, or appropriate within the Account, at SAN1GO's sole and absolute discretion, without requiring prior notice, consultation, or explicit written consent from the Child. These permitted actions include, but are absolutely not limited to:
(a) The creation, modification, suspension, pausing, or permanent deletion of any Platform Entities, including Orders, Line Items, Yield Groups, and Ad Units.
(b) The modification of structural account settings, network configurations, pricing rules, floor prices, unified pricing rules (UPR), and blocklists.
(c) The activation, deactivation, linking, or unlinking of any demand sources, Open Bidding partners, SDK integrations, and third-party ad networks.
(d) The modification, creation, or deletion of user roles, access levels, and permissions for any other users within the Account.
(e) The manipulation, extraction, review, and sharing of any reporting data, financial metrics, historical yield logs, and inventory performance indicators.
2.3 Discretion for Ecosystem Preservation. The Child explicitly grants SAN1GO the potestacy to alter, remove, or completely restructure any setup previously established by the Child or third parties if SAN1GO believes, in its sole professional judgment, that such action is required to optimize revenue, prevent policy violations, preserve the technical health of the Account, or safeguard the overarching Google monetization ecosystem.
3.1 Earnings Redirection. The Child acknowledges that the technical framework of the management connection allows for the automated division and distribution of programmatic revenue. The Child hereby authorizes and instructs the underlying ad serving platform (Google) to automatically deduct and route the designated revenue percentage or fixed fee agreed upon by the Parties directly to SAN1GO's designated financial accounts.
3.2 Scope of Revenue Deductions. This financial facilitation applies to all earnings generated through the Account, including but not limited to revenue derived from Open Auctions, Private Auctions, Preferred Deals, Programmatic Guaranteed transactions, Open Bidding, and any alternative programmatic demand channels configured within the Primary Ad Exchange account linked to the Child.
3.3 Finality of Platform Calculations. The Child agrees to accept the revenue reports and automated allocations generated by the platform as final and binding. Any disputes regarding revenue shares, underlying tracking discrepancies, or distribution percentages shall be handled exclusively between SAN1GO and the Child according to their private commercial agreements, completely independent of the underlying technology platform.
4.1 Absolute Assumption of Risk. The Child acknowledges that granting SAN1GO full operational control over its Account is done solely at the Child's own discretion and at its exclusive risk. SAN1GO makes no warranties, explicit or implied, regarding the specific performance, revenue growth, fill rates, or permanent stability of the Account.
4.2 Total Responsibility for Account Actions. Notwithstanding SAN1GO's complete control over the operational features of the Account, the Child remains the sole legal owner of the Google Ad Manager contract. Therefore, the Child remains fully, legally, and financially responsible for all uses of the Ad Manager service within its Account. Any act, omission, policy breach, or configuration error introduced by SAN1GO that results in platform penalties, account suspensions, revenue deductions for invalid traffic, or permanent termination by Google shall be borne entirely by the Child.
4.3 Indemnification of SAN1GO. The Child agrees to defend, indemnify, and hold harmless SAN1GO, its parent companies, affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to:
(a) Any policy violations or account terminations executed by Google due to the traffic, content, or nature of the Child's websites, applications, or digital properties.
(b) Any loss of historical data, settings, or revenue resulting from SAN1GO's modification or deletion of line items, orders, or features within the Account.
(c) Any breach of third-party contracts caused by SAN1GO's optimization strategies within the Child's setup.
5.1 Right to Terminate. Either Party may terminate this account management relationship at any time. The Child retains the technical capability to revoke SAN1GO's agreement via the Google Ad Manager user interface.
5.2 Technical Latency and Post-Termination Effects. The Child understands and agrees that the technical processing of an access revocation or a modification of revenue distribution percentages is subject to platform latency.
5.3 Survival of Liability. The termination of SAN1GO's access to the Account shall not relieve the Child of its obligations to pay SAN1GO for any revenue shares accrued during the period of active management, nor shall it extinguish the indemnification and liability limitations set forth in Section 4 of this Agreement.
6.1 Governing Law. This Agreement, and all claims or causes of action arising out of or relating to it, shall be governed by, and construed in accordance with, the laws of the jurisdiction where SAN1GO is legally incorporated, without regard to its conflict of law principles.
6.2 Dispute Resolution. The Parties agree that any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, validity, binding effect, interpretation, performance, breach, or termination, shall be submitted to the exclusive jurisdiction of the competent courts of SAN1GO's corporate domicile.
7.1 Entire Agreement. This Agreement constitutes the entire understanding between the Parties regarding SAN1GO's management rights over the Child's Google Ad Manager Account and supersedes all prior or contemporaneous discussions, agreements, or understandings, whether oral or written, regarding this specific subject matter.
7.2 Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.
7.3 Non-Waiver. No failure or delay by SAN1GO in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power, or privilege hereunder.