Marketing Manager Terms of Service

1. General

1.1 These terms are applicable to you (as an “Advertiser”), to access and use of the marketing manager services and any other services related thereto, where you can place your advertisement within Grab advertising services ecosystem (collectively referred to as  “Marketing Manager Service”).

1.2 Advertiser hereby reads, understands, agrees to the applicable Terms of Service: Transport, Delivery, and Logistics as set forth in the following link: https://www.grab.com/mm/terms-policies/transport-delivery-logistics/, which may be updated by Grab from time to time (“Terms of Service”) and are deemed as integral part of these Marketing Manager Service Terms. Any capitalized terms used but not defined herein shall bear the same meaning as those defined in the Terms of Service;

1.3 For the purpose of implementing the Marketing Manager Service, Advertiser authorises Grab to place Advertiser’s advertisements, related technology and any other content, material or data that Advertiser provides in connection with the Marketing Manager Service (“Ad Content”) on any Grab or third party product or property made available in connection with the Marketing Manager Service (“Ad Properties”). Advertiser is solely responsible for (i) Ad Content, (ii) Ad targeting decisions including but not limited to keywords; (iii) any website, application or other destination to which Ad Content directs Users (“Destinations”); (iv) services and products offered on Ad Content and Destinations (“Products”), and (v) its use of the Marketing Manager Service.

1.4 Advertiser grants Grab and all of Grab’s relevant affiliates, subcontractors and licensees a non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to use, store, display, reproduce, modify, create derivative works, perform, and distribute Ad Content on the Ad Properties. Nothing in these Marketing Manager Service Terms will restrict other legal rights Grab may have to Ad Content (for example, under other licenses).

1.5 Advertiser represents and warrants to Grab on an on-going basis that (i) it has all necessary rights to grant the licenses in Section 1.4 above; (ii) the Ad Content shall be subject to the specifications in Section 3 below; (iii) all information and authorisations provided by Advertiser pursuant to these Marketing Manager Service Terms are complete, correct, accurate and current; and (iv) it has the necessary authority to enter into these Marketing Manager Service Terms. Advertiser will comply with all laws applicable to Advertiser’s use of the Marketing Manager Service and the Ad Content, Destinations, and Products.

1.6 Where Advertiser is acting as an agency on behalf of a third party or third party advertiser (a “Client”), which bind with these Marketing Manager Service Terms incorporated therein, Advertiser represents and warrants that it: (i) is the authorised agent of the Client, and (ii) has the legal authority to enter and bind the Client under this Marketing Manager Service Terms, and use the Marketing Manager Service, each on behalf of the Client. Advertiser will be liable for the Client’s obligations under these Marketing Manager Service Terms to the extent Advertiser (i) fails to bind Client to these Marketing Manager Service Terms or (ii) breaches its representations and warranties in this Section 1.6.  If for any reason Advertiser has not bound a Client to these Marketing Manager Service Terms, Advertiser will be liable for performing any obligation that would have been placed on the Client under these Marketing Manager Service Terms. Grab may share information about Advertiser’s use of the Marketing Manager Service on behalf of a Client with that Client.

1.7 Advertiser authorises Grab and its affiliates to periodically conduct tests that may affect Advertiser’s use of the Marketing Manager Service, including Ad Content formatting, Destinations, quality, ranking, performance, pricing, and auction-time bid adjustments. Advertiser authorises Grab to conduct such tests without notice or compensation to Advertiser.

1.8 Advertiser acknowledges and agrees that Grab may contact Advertiser and/or its authorised representatives for the purposes of provision of Marketing Manager Services, sending marketing communications (including promotions and newsletters from GrabAds), direct collection, or for any other reasonable purpose as set out in Grab’s Privacy Notice (as published from time to time).

1.9 Both Grab and Advertiser agree not to directly or indirectly, offer or provide any improper or corrupt payments, gifts or things of value to any person, and shall comply at all times with the anti-corruption / anti-bribery and anti-money laundering laws and regulations of the relevant jurisdictions.

1.10 Advertiser represents and warrants that:

(a) Advertiser’s execution of and/or performance of or compliance with its obligations under these Marketing Manager Service Terms do not and will not violate or cause Grab to violate (i) any applicable laws in the relevant jurisdictions, and (iii) any third party’s rights.

(b) Advertiser complies with all mandatory licenses, approvals, notifications, or any other statutory documents under applicable law in the relevant jurisdictions.

(c) Advertiser complies with all prevailing laws and regulations, including the tax laws in the relevant jurisdictions.

2. Prices

2.1 Advertiser acknowledges and agrees that prices of the Marketing Manager Services will be based on auction determined prices, and Advertiser agrees that the final rates will be subject to auction and prevailing market dynamics.

3. Content Specifications, Promo Messages and Keywords Utilization

3.1 The (i) content specifications and promo messages on the Ad Content, as well as (ii) keywords utilization in the Marketing Manager Service, shall comply with the terms stipulated under the Terms of Services in the GrabAds section, and must take into account the Guideline on Inappropriate and Sensitive Online content: GrabAds and GrabFood (“Guideline”).

4. Custom Audience Feature

4.1 This feature enables Advertisers to create an audience segment using advertiser’s customers’ data, such as email addresses and phone numbers (the “Custom Audience”). The Custom Audience feature will allow Advertiser to send data in hashed form (“Identifier Data”) through secure methods to Grab to create targeting segments based on a match of the Identifier Data with users of the Platform (each user, a “Data Subject”, and each targeting segment, a “Custom Audience Segment”).

4.2 Advertisers acknowledge and agree that Grab may use the data in the Custom Audience to provide Advertiser with advertising services, including to target advertisements via its Platform on Advertiser’s behalf, and Advertiser agrees that by subscribing to the Custom Audiences feature, it is requesting for Grab to use Identifier Data for creating Custom Audience Segments.

4.3 Grab may modify, suspend, terminate access to, or discontinue the availability of the Custom Audience service at any time.

4.4 Grab will maintain the confidentiality and security of Identifier Data by maintaining safeguards that are designed to (a) protect the security and integrity of the Identifier Data while it is within Grab’s systems; and (b) guard against the accidental or unauthorised access, use, alteration, or disclosure of Identifier Data within Grab’s systems.

4.5 In using the Custom Audience, Advertiser agrees to the following:

(a) Other than as provided in these Marketing Manager Service Terms, or with Grab’s prior written consent, Advertiser may use Custom Audience data Grab makes available to Advertiser only for Advertiser’s internal use to manage advertising on the Platform; and Advertiser agrees that Advertiser will not (i) publish such data; (ii) use such data to create profiles of any data subjects or to re-identify or otherwise reverse engineer the Custom Audience data or to derive personal information from, or merge personal information with, any non-Personal Data made available by Grab; (iii) use such data for re-engaging any data subject in any manner; or (iv) sell, rent, transfer, or provide access to such data to any third party. However, if Advertiser has entered into an independent agreement with a third party for licensing marketing information, Advertiser may use the Custom Audience data solely to fulfill Advertiser’s independent obligations, subject to the requirements of the terms under these Marketing Manager Service Terms and any applicable law.

(b) Advertiser will take all commercially reasonable efforts to protect any data and information made available by Grab under these Marketing Manager Service Terms from unauthorised access, loss and misuse, including the encryption of stored information behind a secured server network and organizational, contractual, technological and managerial safeguards. Advertiser will, without undue delay, notify Grab of any unauthorised access or acquisition of Custom Audience data by any person or entity through Advertiser that may become known to Advertiser, and reasonably cooperate (at Advertiser’s own expense) with any investigations regarding any such data breach;

(c) Where Advertiser is acting as an agency on behalf of a Client, Advertiser represents and warrants that Advertiser has the authority as agent to the Client to disclose and use such data on their behalf, and will bind the Client to the same terms and conditions in these Marketing Manager Service Terms.

4.6 Advertiser warrants, represents and undertakes to Grab on an ongoing basis that:

(a) it is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and it has the full capacity, power and authority to enter into and perform its obligations under these Marketing Manager Service Terms, and that these Marketing Manager Service Terms are not in conflict with any other agreement to which it is a party or by which it may be bound;

(b) it has secured, and will maintain, all necessary rights, licenses, and consents from Data Subjects, and a lawful basis to disclose and use the Identifier Data in compliance with all applicable laws, regulations and industry guidelines;

(c) the Identifier Data Advertiser provides to Grab does not relate to data about any individual who has exercised an option that Advertiser has, directly or indirectly, committed to honouring or provided to opt out of having that data disclosed and used for targeted advertising. To the extent that a Data Subject exercises such an opt-out after Advertiser has used data relating to that individual to create a Custom Audience, Advertiser will remove that Data Subject from the Custom Audience;

(d) Advertiser will provide notice to each Data Subject through Advertiser, Advertiser’s agent, or Client on the use of the Data Subject’s Identifier Data (including through any privacy policies), and in compliance with applicable laws, that the Data Subject’s information collected by Advertiser, Advertiser’s agents or Clients may be shared with and used by third parties for the purposes specified under these Marketing Manager Service Terms, including for marketing, ad targeting, and other advertising purposes;

(e) Where Advertiser is acting as an agency and are providing Identifier Data on behalf of a Client, Advertiser represent and warrant that Advertiser have the authority as agent to the Client to disclose and use such data on their behalf, and will bind the Client to the terms contained in these Marketing Manager Service Terms.

5. Grab Marketing Services

5.1 In the event Advertiser opt to join Grab Marketing Services (“GMS”) via Marketing Manager Service platform, Advertiser must comply and be subject to the terms stipulated under the GMS Terms of Service.

6. Policies and Obligations

6.1 Grab Policies, along with any additional terms between Advertiser and Grab, govern Advertiser’s use of any Grab website, product, or service other than the Marketing Manager Service .

6.2 Advertiser will not, and  will not authorise any third party to, (i) generate automated, fraudulent or otherwise invalid Ad Impressions (as defined in Annex A), inquiries, clicks, conversions or other user actions; (ii) conceal conversions for Marketing Manager Service where they are required to be disclosed; (iii) use any automated means or form of scraping or data extraction to access, query or otherwise collect information relating to the Marketing Manager Service, except as expressly permitted by Grab; (iv) attempt to interfere with the functioning of the Marketing Manager Service; or (v) provide Ad Content that contain or connect to malware, spyware, unwanted software or any other malicious code or knowingly breach or circumvent any Marketing Manager Service security measure. Advertisers will direct communications or queries regarding the Marketing Manager Service or Ad Properties under these Marketing Manager Service Terms only to Grab.

6.3 Advertiser acknowledges that Grab has the right, but not the obligation, to monitor Ad Content. Grab may reject or remove Ad Content (i) where it reasonably suspects or becomes aware such Ad Content infringes any (a) applicable laws, (b) regulations or third-party rights, or (c) Grab Policies, or (ii) for any other reason in Grab’s sole and absolute discretion. In addition, Grab may (i) suspend or terminate Advertiser’s participation in the Marketing Manager Service if it believes in good faith that Advertiser is in breach of these Marketing Manager Service Terms or any of the Grab Policies and (ii) modify or cancel the Marketing Manager Service at any time.

7. Payment

7.1 General. Advertiser will pay all charges incurred in connection with the Marketing Manager Service based on the applicable billing metric (e.g. Ad Impressions, engagements, clicks or other metrics) (“Charges”). Charges will be based solely on Grab’s measurements (which may include metrics such as Video Ad Impression (served), Video Ad Impression (Viewable) etc. (defined below in Annex A)) and are inclusive of taxes. Advertiser is responsible for all applicable taxes and other government charges. To the maximum extent permitted by law, Advertiser waives all claims related to Charges not disputed in writing 30 days after the applicable invoice or credit card charge or deduction from the applicable wallet (as the case may be). Grab may extend, revise or revoke credit and invoice billing to Advertiser at any time in Grab’s sole discretion.

7.2 Payment. By accepting these Marketing Manager Service Terms, Advertiser agrees to make direct payments for ad spends on the platform with the following terms::

(a) Advertiser is a Grab Merchant:

• Store earnings deduction: This option is only available to Advertiser who is a Grab Merchant. If Advertiser opt to choose this option as the primary payment method, Advertisers agree to authorise Grab to deduct Advertiser’s merchant wallet (including but not limited to the designated store earnings wallet via Marketing Manager Service platform and/or other available store earnings wallet of Advertiser’ with Grab) (“Store Earnings Wallet”), for Charges Advertiser makes through the Marketing Manager Service platform on a daily basis (or other time according to Grab’s discretion). In the event where the Store Earnings Wallet has insufficient balance to settle the Charges or where Grab is unable to deduct the Charges from the Store Earnings Wallet (for any reason whatsoever), Advertisers agree that Grab has the right to deduct and charge for the Charges from (i) its credit/debit cards (if added) and/or (ii) invoice the outstanding Charges directly to Advertisers, and Advertiser will pay all Charges on payment and credit terms agreed with Grab from its receipt of an invoice; and/or (iii) any payment method available in ad account. If Advertiser opt to change store earnings deduction as the primary payment method to another available payment method, Grab has the right to deduct and charge for the Charges incurred on the existing selected Store Earnings Wallet up till the date of change.

• Credit/debit cards: If Advertiser opt to choose this option as the primary payment method, Charges will be charged via credit/debit cards as the primary payment method. When submitting its credit/debit card information for payment, Advertiser authorises Grab to obtain pre-authorisation and charge Advertiser’s card for Charges. Advertisers are solely responsible for any additional fees (e.g. overage fees) resulting from the use of the card for payment. In the event where the credit/debit cards have insufficient balance to settle the Charges  or where Grab is unable to deduct the Charges from the credit/debit card (for any reason whatsoever), Advertisers agree that Grab has the right to deduct and charge for the Charges from (i) Store Earnings Wallet and/or (ii) invoice the outstanding Charges directly to Advertisers, and Advertiser will pay all Charges on payment and credit terms agreed with Grab from its receipt of an invoice; and/or (iii) any payment method available in ad account. If Advertiser opt to change credit/debit card as the primary payment method to another available payment method, Grab has the right to deduct and charge for the Charges incurred on the existing selected credit/debit card up till the date of change.

(b) Advertiser is a non Grab Merchant:

• Credit/debit cards: If Advertiser opt to choose this option as the primary payment method,  Charges will be charged via credit/debit cards as the primary payment method. When submitting its credit/debit card information for payment, Advertiser authorises Grab to obtain pre-authorisation and charge Advertiser’s card for Charges. Advertisers are solely responsible for any additional fees (e.g. overage fees) resulting from the use of the card for payment. In the event where the credit/debit cards has insufficient balance to settle the Charges or where Grab is unable to deduct the Charges from the credit/debit cards (for any reason whatsoever), Advertisers agree that Grab has the right to invoice the Charges directly to Advertisers, and Advertiser will pay all Charges on payment and credit terms agreed with Grab from its receipt of an invoice; and/or (iii) deduct the Charges from any payment method available in ad account. If Advertiser opt to change credit/debit card as the primary payment method to another available payment method, Grab has the right to deduct and charge for the Charges incurred on the existing selected credit/debit card up till the date of change.

• Invoice billing: If Advertiser opt to choose this option, Advertiser will be invoiced by Grab to settle the Charges. Invoices will be based on Grab actuals/delivery reports, and will be issued by Grab to Advertiser, on a monthly basis. Advertiser shall make payment within credit terms agreed with Grab from its receipt of invoice from Grab. If payments are not timely made, Grab at its option, may apply a late charge fee per month (or part of a month) up to the maximum lawful rate permitted by the relevant applicable law and/or suspend the provision of Marketing Manager Service to Advertiser without notice to Advertiser. Any actions under this clause shall be performed without prejudice.

7.3 Agency Payment Liability. Where Advertiser is acting as an agency on behalf of a Client, Advertiser has to make direct payments on behalf of the Client to Grab for all Charges incurred, and is liable to Grab for any late payments or non-payments. Advertiser’s payment arrangement with the Client does not affect Advertiser’s payment obligations under these Marketing Manager Service Terms.

7.4 Currency. Advertiser agrees that Charges shall be paid in Myanmar Kyat (MMK)If applicable, conversion to other foreign currency can be made based on Grab’s discretion and system (the currency conversion will be based on the prevailing foreign exchange rate).

7.5 Billing Cycle. Advertiser agrees that Grab has the sole and absolute discretion to determine the billing cycle for the Charges, which may vary across the different payment methods. Grab may from time to time update Advertiser of any changes to the billing cycle for the different payment methods.

8. Personal Data

8.1 In the event that Grab receives data from the Advertiser, Advertiser hereby grants Grab and its affiliates a worldwide, perpetual, royalty-free, irrevocable, freely sub-licensable, non-exclusive license to use, modify, translate, reverse engineer, disassemble, reconstruct, decompile, merge, compile, copy, or create derivative works of the data received (e.g. location data) in relation to any business activity of Grab and its affiliates. Notwithstanding any of the foregoing, Advertiser agrees that any and all intellectual property rights in and to any work(s) or material(s) in whatever form or medium as may be created, authored, developed or otherwise produced by Grab using the licensed data shall be vested solely and entirely in Grab. For the avoidance of doubt, Advertiser shall provide any such assistance as may be required by Grab and its affiliates to substantiate and perfect Grab’s (or its affiliates’) ownership, right, interest and title to the said intellectual property rights.

8.2 When processing data about individuals who can be identified from that data, or from that data and other information to which the Advertiser has or is likely to have access to (“Personal Data“), Advertiser represents and warrants that it: (A) complies with all applicable data protection laws, (B) has in place reasonable technical and organisational measures to protect the Personal Data that it collects, uses and discloses from unauthorised access, collection, use, disclosure, copying, modification, disposal or similar risks; and (C) shall not retain the Personal Data for a period longer than it is necessary for it to serve the contemplated legal and business purposes.

8.3 To the extent that Advertiser will need to disclose any data (including Personal Data) of individuals to Grab for the purposes of using a Marketing Manager Service feature, Advertiser represents and warrants that it has the appropriate legal basis to do so (including, wherever applicable, that it has obtained the necessary consents from such individuals) and is duly authorized to make such disclosure.

8.4 If Advertiser collects any data (including Personal Data) from Users that is used with an Marketing Manager Service feature (for example, conversion tracking) or uses any Grab technology that stores and accesses cookies or other information on a User device, it must provide notice and clearly disclose such activity to the User, as well as obtain any legally required consent for such activity or any other processing it wishes to carry out on that data. Additionally, Advertiser will ensure that any Personal Data obtained from Users is transferred in compliance with applicable data protection laws and regulations, and will follow all reasonable directions from Grab related to such compliance.

9. Indemnification

Advertiser will defend, indemnify, and hold harmless Grab and each of its affiliates, directors, officers, employees and agents from and against any and all claims, damages, losses and expenses (including reasonable attorney’s fees),  including indirect losses, arising out of or related to (i) Advertiser’s breach of these Marketing Manager Service Terms; (ii) Advertiser’s breach of the Terms of Service; (iii) the content or subject matter of any Ad Content provided by or on behalf of Advertiser; (iv) any breach and/or non-compliance with applicable data protection laws by Advertiser; (v) the violation or alleged violation of any applicable law or regulation by Advertiser; and (vi) the Advertiser’s breach of a third party right including third party intellectual property rights.

10. Limitation of Liability

10.1 Grab will, in no event be liable to Advertiser for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, incurred by Advertiser arising out of or related to Advertiser’s use of the Marketing Manager Service, even if Grab has been advised of the possibility of such damages.

10.2 Grab shall not be liable to Advertiser for direct, actual damages resulting from its breach or non-performance of its obligations under these Marketing Manager Service Terms in an amount exceeding 100% of all charges paid to Grab by Advertiser for the Marketing Manager Service in the twelve month period immediately before the date on which the cause of action first arose.

11. Disclaimer

11.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE MARKETING MANAGER SERVICE AND AD PROPERTIES AVAILABLE IN THE PLATFORM ARE PROVIDED ON AN “AS IS” BASIS AND AT ADVERTISER’S AND ADVERTISER’S OPTION AND RISK AND NONE OF GRAB OR GRAB AFFILIATES MAKE ANY GUARANTEE OR REPRESENTATION IN CONNECTION WITH THE MARKETING MANAGER SERVICE OR MARKETING MANAGER SERVICE RESULTS.

11.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GRAB HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. GRAB SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

12. Termination and cancellation of Ad Content and/or these Marketing Manager Service Terms

12.1 Unless a Grab Policy and/or an agreement referencing these Marketing Manager Service Terms provides otherwise, either party may cancel any Ad Content at any time before  the Ad placement, but if Advertiser cancels an Ad Content after a commitment date provided by Grab, Advertiser will then be responsible for any cancellation fees communicated by Grab to Advertiser, and the Ad Content may still be published. Advertiser must effect cancellation of Ad Content (i) online through Advertiser’s account, if the functionality is available; (ii) if this functionality is not available, with notice to Grab via email to Advertiser’s account representative; or (iii) if this functionality is not available and Advertiser does not have an account representative, with notice to Grab (collectively, the “Ad Cancellation Process”). Advertiser will not be relieved of any payment obligations for Ad Content not submitted or submitted by Advertiser after the due date provided by Grab. Grab will not be bound by an Advertiser-provided Insertion Order (“IO“).

12.2 Grab may modify the Marketing Manager Service Terms at any time at Grab’s sole and absolute discretion. If Advertiser does not agree to the modified Marketing Manager Service Terms for any part of the Marketing Manager Service, Advertiser should discontinue any use of that part of the Marketing Manager Service. Advertiser’s continued use of the Marketing Manager Service constitutes Advertiser’s acceptance of the modified Marketing Manager Service Terms.

12.3 Either party may terminate these Marketing Manager Service Terms at any time with notice to the other party, but any continued Advertiser use of the Marketing Manager Service and any Ad Content not canceled pursuant to Section 12.1 will be subject to the then-current Marketing Manager Service Terms posted at a URL made available through Advertiser’s Marketing Manager Service account.

13. Others

13.1 In the event of any specific terms that are inconsistent between the Terms of Service and Marketing Manager Service Terms, the terms of the Marketing Manager Service will prevail.

13.2 These Marketing Manager Service Terms are governed by the same laws stipulated under the Terms of Service, and any disputes, actions, claims or causes of action arising out of or in connection with this Marketing Manager Service shall be referred to the choice of dispute resolution forum stipulated in the Terms of Service.

13.3 If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative.

ANNEX A – GLOSSARY