Tripartite Letter

This letter is to be used to confirm Ozone’s function in transmitting programmatic requests to SSP partner on behalf of an existing publisher SSP agreement.

FAO [Name]
[Insert full entity name of SSP, company number [ ]] (“you”)
[Insert address of SSP]
[check notices provision in agreement with SSP]

FAO Danny Spears
Ozone Project Limited (“Ozone”)
1 London Bridge Street
London
SE1 9GF

Dear Sirs,

Use of Ozone Platform by [name of publisher entity] (“we”, “us” or “our”)

As you may be aware, we have entered into an agreement with Ozone which allows us to use the Ozone platform (“Platform”) to manage the sale of our inventory (“Ozone Agreement”).  We also refer to our agreement(s) with you under which you we sell inventory to you (“Our Agreement”).  

To enable the Ozone Agreement and Our Agreement to co-exist, this letter agreement a) amends Our Agreement and b) creates certain rights and obligations between you and Ozone.

Note that paragraphs 2 to 5 (inclusive) and 7 of this letter agreement apply only to you and Ozone, and not to us.  Nothing in those clauses is intended to change the rights and/or responsibilities as between us in Our Agreement.

In the event of any conflict or inconsistency between this letter agreement and Our Agreement or between this letter agreement and the Ozone Agreement, this letter agreement shall prevail.

If you agree with the contents of this letter agreement, please countersign and return a scanned copy both to [insert publisher contact email address] and danny@ozoneproject.com.

  1. Authority of Ozone

    The parties to this letter agreement each agree that Ozone has, until further notice from us or Ozone, been granted authority by us to manage the sale of our inventory, including the transmission to you of inventory bid requests (“Purpose”).  

  2. Use of Ozone Platform and APIs

    1. Ozone hereby grants you, during the term of this letter agreement, a worldwide non-exclusive,
      non-transferable, right to install and use, in accordance with the terms and conditions of this letter agreement, Ozone’s API software to connect to the Platform (“Ozone API”) solely for the Purpose. You agree not to allow any third party to use the Ozone API.

    2. You agree to create and maintain suitable and secure software to connect from your platform and systems to the Platform (“SSP API”). You hereby grant Ozone, during the term of this letter agreement, a worldwide, non-exclusive, non-transferable, licence right to install and use, in accordance with the terms and conditions of this letter agreement, the SSP API solely for the Purpose. We agree not to allow any third party to use the SSP API.

    3. You shall ensure that any access and use of the Platform through the SSP API complies at all times with Ozone’s “Platform Terms of Use” (as published on Ozone’s website at [insert URL] (“Ozone Site”) or otherwise made available by Ozone, from time to time). Ozone shall use all reasonable endeavours to make the Platform available to you in accordance with Ozone’s “Platform Service Level Agreement” (as published on Ozone’s Site or otherwise made available by Ozone, from time to time).

    4. Ozone shall ensure that its access to and use of the SSP API complies at all times with the terms of this Agreement.

    5. Except as expressly permitted in this letter agreement, you shall not, and shall not permit others to: (i) modify, translate, create derivative copies of or copy Ozone’s API (other than one backup copy which reproduces all proprietary notices), in whole or in part; (ii) reverse engineer, decompile, disassemble Ozone’s API for any purpose other than the Purpose; (iii) distribute, sublicense, assign, share, timeshare, sell, rent, lease, grant a security interest in or otherwise transfer Ozone’s API or your right to use the API; (iv) remove or modify any copyright, trade mark, or other proprietary notices of Ozone affixed to the media containing Ozone’s API or contained within Ozone’s API; or (v) use Ozone’s API in any manner not expressly authorised by this letter agreement.

    6. Except as expressly permitted in this letter agreement, Ozone shall not, and shall not permit others to: (i) modify, translate, create derivative copies of or copy your SSP API (other than one backup copy which reproduces all proprietary notices), in whole or in part; (ii) reverse engineer, decompile, disassemble your SSP API for any purpose other than the Purpose; (iii) distribute, sublicense, assign, share, timeshare, sell, rent, lease, grant a security interest in or otherwise transfer your SSP API or its right to use the API; (iv) remove or modify any copyright, trade mark, or other proprietary notices of you affixed to the media containing your SSP API or contained within your SSP API; or (v) use your SSP API in any manner not expressly authorised by this letter agreement.

    7. Each party agrees to give each other such documents as are reasonably requested to enable the parties to confirm that they have been, and are in, compliance, in all material respects, with the requirements of this letter agreement. 

    8. Ozone may require that individual users of the Ozone API are required to agree to terms and conditions of use relating to the API that are based on or similar to these.

    9. You and/or Ozone acknowledge that a) you may each need to make changes from time to time to your SSP API and/or Ozone API respectively and will give the other reasonable advance notice of any such changes and b) in this event, the other’s API may be unavailable and/or work and support maybe required by the other party to ensure continued use of the API.

  3. Warranties and representations

    1. You warrant and represent that:

      1. you have full capacity and all necessary licences, permits and consents to enter into and to perform your obligations under this letter agreement;

      2. you will comply with all applicable laws relating to the subject matter of this letter agreement;

      3. by entering into this letter agreement and performing your obligations under this letter agreement, you are not in breach of any other agreement to which you are a party;

      4. you will not knowingly introduce to the Platform or the Ozone API any thing or device (including any software, code, file or programme) that may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, including worms and Trojan horses, (“Viruses”); and

      5. the use your SSP API by Ozone under this letter agreement will not infringe the Intellectual Property Rights (defined below) of a third party.

    2. Ozone warrants and represents that:

      1. it has full capacity and all necessary licences, permits and consents to enter into and to perform its obligations under this letter agreement;

      2. it shall comply with all applicable laws relating to the subject matter of this letter agreement;

      3. by entering into this letter agreement and performing its obligations under this letter agreement, it is not in breach of any other agreement to which it is a party;

      4. it will not knowingly introduce to your SSP API any Viruses; and

      5. the use of the Platform and/or Ozone API by you under this letter agreement does not infringe the Intellectual Property Rights (defined below) of a third party.

  4. Intellectual Property

    1. All Background Rights shall remain vested in and remain the property of you (in the case of your SSP API) or Ozone (in the case of Ozone API) as appropriate. All rights in and to APIs that are not expressly granted to a party under this letter agreement are reserved by the party that owns the Background Rights to that API.

    2. All Intellectual Property Rights in your SSP API are and shall remain exclusively vested in you and all Intellectual Property Rights in Ozone API are and shall remain exclusively vested in Ozone.

      In this letter agreement:

      Background Rights” means any Intellectual Property Rights owned by, or licensed from a third party to, you or Ozone (as applicable) that are or have been created independently of this letter agreement (whether prior to the date of this letter agreement or otherwise);

      Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, database rights, rights in computer software, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of (and rights to apply for, renew or extend), such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world, together in each case with the right to claim and retain damages for past, current and future infringements of such rights;.

  5. Data Protection

    1. Nothing in this letter agreement amends a party’s data protection obligations as set out in the Ozone Agreement or Our Agreement (as applicable).

    2. You and Ozone each acknowledge that neither party is the other party’s processor and that each party is responsible for complying with the obligations applicable to it under data protection legislation, including the General Data Protection Regulation (2016/679).

  6. Term and Termination

    1. This letter agreement shall be deemed to have commenced on the date that you or Ozone begin using the other party’s API (“Commencement Date”) and shall continue until terminated in accordance with its terms.

    2. This letter agreement shall terminate automatically when either Our Agreement or the Ozone Agreement terminates.

    3. Any party to this letter agreement may at any time terminate this letter agreement with immediate effect by giving written notice to the other parties.

    4. Termination of this letter agreement by a party shall have the effect of terminating this letter agreement as between all parties to it.

    5. On termination of this letter agreement (and without prejudice to any rights to use the Ozone API or SSP API under other agreements):

      1. you shall immediately cease all use of the Ozone API granted under this letter agreement; and

      2. Ozone shall immediately cease all use of the SSP API granted under this letter agreement.  

    6. Provisions of this letter agreement that are either expressed to survive its termination or from their nature or context it is contemplated that they are to survive such termination, shall remain in full force and effect notwithstanding such termination of this letter agreement.

  7. Confidentiality

    1. In this letter agreement, “Confidential Information” means this letter agreement and all information in any form or medium that is secret or otherwise not publicly available (either in its entirety or in part, including the configuration or assembly of its components) including accounts, business plans, business methods, strategies and financial forecasts, tax records, correspondence, designs, drawings, manuals, specifications, customer sales or supplier information, technical or commercial expertise, software, formulae, processes, methods, knowledge, know-how, trade secrets and other information in any form or medium whether disclosed orally or in writing before or after the Commencement Date together with any copies, summaries, reproductions or extracts of such information clearly designated by a party as being confidential or which can reasonably be considered confidential.

    2. Each party shall keep secret and confidential all Confidential Information belonging to the other party disclosed or obtained as a result of the relationship of the parties under this letter agreement and shall not use nor disclose that Confidential Information except for the purposes of the proper performance of this letter agreement or with the prior written consent of the other party.  Where disclosure is made to any personnel (being employees, officers, agents, sub-contractors and/or authorised representatives), it shall be done subject to obligations equivalent to those set out in this letter agreement.  Each party shall use its best endeavours to procure that any personnel to whom Confidential Information is disclosed complies with these obligations.  Each party shall be responsible to the other party in respect of any disclosure or use of any Confidential Information by a person to whom disclosure is made.

    3. In dealing with Confidential Information belonging to the other party, each party shall exercise no lesser security measures and degree of care than those which the recipient party applies to its own confidential information, which the recipient party warrants as providing adequate protection against unauthorised disclosure, copying or use.

    4. The obligations of confidentiality in this paragraph 7 shall not extend to any information that a party can show:

      1. is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under this letter agreement;

      2. was developed by it independently of any Confidential Information disclosed by the other party which can be reasonably proved by written records;

      3. was independently disclosed to it by a third party entitled to disclose the same; or

      4. is legally required to be disclosed under any applicable laws, or by an order of a court or governmental body or authority of competent jurisdiction or any recognised stock exchange, subject to the disclosing party notifying and consulting with the other party a reasonable time prior to the disclosure.

    5. Each party:

      1. shall not, except as set out in this letter agreement, make copies or reproductions of Confidential Information except to the extent necessary for the purposes of the proper performance of this letter agreement;

      2. shall promptly notify the other if it becomes aware of any unauthorised publication or disclosure of Confidential Information and the recipient party shall take all possible action to prevent further publication or disclosure of the same; and

      3. acknowledges that during the term of this letter agreement and at the direction of the disclosing party and to the extent reasonably practicable, it shall deliver up all copies of all documents relating to the disclosing party or to any company of the disclosing party’s group of companies and any records made or compiled by the recipient party containing extracts of any such document or any Confidential Information (whether or not lawfully made or obtained) and if requested shall delete any Confidential Information from any re-usable medium.  If following such delivery or destruction, the recipient party requires the Confidential Information of the disclosing party to comply with applicable laws, it may request such Confidential Information from the disclosing party and the disclosing party shall, where possible, provide such information.

  8. Governing Law and Jurisdiction

    1. This letter agreement and any dispute or claim arising out of, relating to or in connection with it shall be governed by, and construed in accordance with, the laws of England.

    2. All disputes and claims arising out of, relating to or in connection with this letter agreement shall be subject to the exclusive jurisdiction of the English Courts, to which the parties irrevocably submit.

  9. General

    1. Each party shall bear its own costs and expenses in connection with the preparation, negotiation and execution of this letter agreement and each document referred to in it.

    2. This letter agreement may be executed in the form of two or more counterparts by the parties to it on separate counterparts. Each counterpart shall constitute an original of this letter agreement and together shall constitute one and the same instrument. This letter agreement shall not be effective until each party has executed at least one counterpart.

 

Yours faithfully

 

....................................

For and on behalf of

[Publisher]

  

 

We have read and agree to the provisions of this letter agreement.

...................................

Signed for and on behalf of

[SSP]

 

Name: ...................................

Position: ...................................

Date: ...................................

 

We have read and agree to the provisions of this letter agreement.

..................................

Signed for and on behalf of

Ozone Project Limited

 

Name: ...................................

Position: ...................................

Date: ...................................