STAQ Managed Services Terms & Conditions

These Managed Services Terms and Conditions (these “MS Terms”) supplement the STAQ Reporting Schedule (the “Schedule”) between you (“Customer”) and STAQ, Inc. (“STAQ”) and apply to the extent Customer subscribes to the STAQ Managed Services as indicated in the table on the first page of the Schedule (the “STAQ Services Table”). Capitalized terms not defined herein have the meaning ascribed in the Schedule and Terms of Service.  

Customer hereby subscribes to the STAQ Managed Services identified below: 

1. The Services

During each calendar month of the Term, STAQ will perform MS Tasks (defined in Section 3 below) as directed by Customer from time to time, and up to the number of STAQ Managed Services hours subscribed by Customer under the STAQ Services Table (the “MS Hours”).  

Within 10 business days following the later of Customer’s subscription to the STAQ Managed Services or Acceptance of the STAQ Services (under applicable configuration statement of work), the parties will mutually define a standard STAQ MS Manual, based on STAQ’s proprietary document, that sets forth (i) the process by which STAQ will perform each applicable MS Task; (ii) Customer’s requested taxonomy and metrics for the applicable MS Task; and (iii) the parameters of how to submit a Service Request, how it will be processed and analyzed, and escalation procedures.  The STAQ MS Manual may change upon mutual written agreement of the parties, depending on the needs of Customer.  The STAQ MS Manual is “Confidential Information” and “Operative IP” as described in the Terms of Service. Any requested MS Task, including any report or dashboard updates, must be derived from existing dimensions/metrics as outlined in the initial implementation SOW, or otherwise derived from mapping document(s) mutually-agreed in writing by the parties​.  Anything to the contrary notwithstanding, the parties acknowledge that the MS Hours subscribed reflects a good-faith estimate of Customer’s commercial and operational needs, requirements and expected efforts. STAQ agrees to provide the STAQ Managed Services on an as-is basis, as contemplated herein and in the STAQ MS Manual. STAQ does not and cannot guarantee that the MS Hours will be sufficient and/or that any MS Task would meet Customer’s intended purposes. 

2. Service Hours

 Unless expressly stated otherwise in the applicable Schedule, STAQ will perform the Managed Services Tasks during its Business Days, namely 8:30 a.m. – 5:30 p.m., Eastern Standard Time, Monday through Friday. Business Days excludes all recognized US federal holidays and the day after Thanksgiving. 

Each MS Task performed will consume the MS Hours at minimum increments of 15 minutes, each. Service requests submitted outside the applicable Service Hours will be reviewed on the next Business Day. If, in any calendar month, Customer exceeds its MS Hours for that calendar month, then: (i) STAQ will endeavor to notify Customer (email sufficient) that its MS Hours for that month are almost fully-consumed; and (ii) Customer will be invoiced for the additional fees resulting for such excess MS Hours in that month at USD 150.00 per excess hour. All unused MS Hours shall expire at the end of the applicable month. Customer is responsible for all such fees for the entire Term of the Schedule, regardless of usage in any particular product or service. 

3. Managed Services Tasks

ProgrammaticDirectAccount Management & Report Building
Monitoring of material fluctuations in revenue, impressions, or CPM by vendor as provided in the applicable STAQ MS Manual 
 
Monitoring of failed Connections or credentials requiring updating  
 
Analysis of week over week changes by vendor 
 
Analysis of month over month changes by vendor 
 
Analysis of month over month changes by advertiser 
 
Quarterly reports with breakdowns by vendor, creative size and advertiser 
 
If Customer is subscribed to STAQ Benchmarking, monthly/weekly/daily analysis of Customer data compared to the market 




Monitoring of “missing” third-party data  
 
Reporting on “under” and “over” delivery 
 
 
Monitoring of on schedule indicator 
 
Monitoring of revenue at risk 
 
Reporting on first- and third-party discrepancy by campaign 
 
 
Analysis of data by trafficker 















Modifying existing reports based on existing dimensions and metrics 
Modifying existing dashboards based on existing dimensions and metrics 
Monitoring Connections 
Adding new Users 
 
Sharing dashboards and reports with new Users 
 
Setting up new platform Connections (with partners already integrated in STAQ) 
 
Resetting third-party vendor credentials and updating the same in STAQ user interface 
 
Uploading and maintaining mapping tables that are not provided by STAQ







 

4. Customer Responsibilities

  1. Customer shall provide a single point of contact to serve as the relationship owner and disseminate process updates or changes to the Customer’s submitters.  Submitters shall have the ability to create, edit, and manage delivery of tickets directly with STAQ.  
  2. Customer agrees to follow STAQ’s guidelines for submitting work to, and requesting work from, STAQ.  STAQ will provide detailed instructions, templates, and portal access to Customer, as well as any necessary training around these tools, including, without limitation, the following: 
    • All requests and associated materials must be submitted directly to STAQ via its OPERATE portal, or to staqms@operative.com 
  3. Customer will not provide (or permit to be provided) any personally identifiable information to STAQ.  
  4. Customer shall be solely responsible for soliciting all Third Party Platform providers and obtain all necessary rights, licenses, consents, waivers and permissions required from such persons for STAQ to provide the Managed Services for Customer as set forth herein.   
  5. Customer is also responsible for accuracy, correctness and reliability of any technology, data, advertising materials, or other materials provided to STAQ or otherwise processed by STAQ in connection with the Services and, as between Customer and STAQ, Customer remains responsible for any infringement or misappropriation of a third party’s patent, trademark, trade secret or copyright in connection with STAQ’s use and/or processing of any of the foregoing. 

5. Exclusions

Customer acknowledges and agrees that only the MS Task listed hereinabove are in scope for the STAQ Managed Services contemplated under the Schedule, and that any requests or work beyond the scope MS Hours subscribed and/or of the MS Task Options will be subject to additional fees. For clarity, the STAQ Managed Services expressly exclude any and all development, configuration, engineering and/or other professional services, as well as any trainings on the use of the STAQ Services – each of which may be agreed between the parties from time to time under a separate Statement of Work.