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Last Revised: January 1, 2025
IMPORTANT NOTICE: THESE ADVERTISER TERMS ARE SUBJECT TO THE BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS SET FORTH IN THE GENERAL TERMS.
These Advertiser Terms (“Advertiser Terms”) apply to all Companies that access the Services to distribute advertisements, video assets, overlays, or other content or materials of any kind (collectively, “Ads”) . These Advertiser Terms and any applicable Supplement Terms (defined in Section 7) form a legally binding contract between Universal Ads and Company, supplement the General Terms, and form a part of the Agreement between the parties. In the event of a conflict between the General Terms and these Advertiser Terms, the terms that are more restrictive on the Company or more protective of Universal Ads will apply. All terms not otherwise defined herein shall have the same meaning as set forth in the General Terms or applicable Supplement Terms.
1. Authority to Contract
The person entering into this Agreement on behalf of Company affirmatively represents that they have sufficient legal authority to enter into this Agreement on behalf of Company and to bind Company to the terms and conditions of this Agreement. Universal Ads relies on this representation in entering into this Agreement.
2. Ad Materials
Company must, at its sole expense, provide the Ads to Universal Ads in compliance with generally accepted standards of good practice and in accordance with specifications required by Universal Ads. Company is solely responsible for the content, formatting, quality, technical compatibility, and functioning of their Ads. Company represents and warrants that is has designated in the Services an industry category that is accurate with respects to the products or services available from Company and featured in the Ads.
Company hereby grants to Universal Ads and its affiliates a worldwide, non-exclusive, limited, sub-licensable right to distribute, reproduce, copy, reformat, digitize, cut, adapt, compress, transcode, display, perform and technologically manipulate the Ads, in each case as reasonably necessary in order to distribute or serve the Ads as ordered by Company, or to comply with any applicable law, regulation or court order.
All Ads must comply with Universal Ads’ Ad Content Guidelines and any other policies provided by Universal Ads. In addition, Ads may not (a) spawn additional windows or messages beyond the original Ads; (b) distribute adware, spyware, or viruses; (c) auto-forward users’ browsers; (d) resemble system dialogue boxes or error messages; (d) intentionally obscure or falsify the source of the Ad in any way; or (e) place any client-side storage on the device of a viewer of the Ads. Notwithstanding anything to the contrary, all Ads are subject to Universal Ads and its affiliates prior approval and publisher restrictions and guidelines, including standards and practices and consumer protection guidelines. Universal Ads may, without restriction or liability, reject or refuse to distribute any Ads that Universal Ads, its affiliates, supply-side sources, or publishers deems in any of their sole discretions to be illegal, unsatisfactory, unsuitable or contrary to the public interest, in violation of these Advertiser Terms or Supplement Terms, or for any reason whatsoever.
In addition to and without limiting the scope of the representation and warranties contained in the General Terms, Company further represents and warrants that the Ads are not defamatory, libelous, pornographic, obscene, or otherwise unlawful; Company has the sole right, title, and interest in or has written permission to make use of the name, logos, and trademarks of the entity under which Company advertises and does business; and Company has a reasonable basis for all claims made within the Ads, possesses appropriate documentation to substantiate such claims, and shall fulfill all commitments made in its Ads, and that all product information it provides is truthful, accurate, and complete, and is not misleading in any way.
To the extent permissible under applicable law, Company irrevocable waives any moral rights or equivalent rights it or the individuals represented in the Ads that Company makes available via the Services. To the extent a waiver is not permitted, Company agrees not to assert any such rights against Universal Ads and its affiliates and to indemnity Universal Ads and its affiliates against any claims, pursuant to indemnification provisions of the General Terms, related to the same.
Company will not place any pixels or other tracking mechanism on any Ads without Universal Ads’ prior review and approval, which approval may be provided or withheld in Universal Ads’ sole discretion.
3. Delivery
All Ads submitted via the Service are subject to prior review by Universal Ads, its affiliates, and its supply-side partners and approval may be withheld at our sole but reasonable discretion. All decisions to accept Ads are subject to reconsideration at any time and a campaign may be suspended, including, for example, if new facts are presented to or ascertained by Universal Ads or its affiliates that undermine any substantiation submitted with such Ads or Universal Ads receives a cease-and-desist request. Universal Ads may in its sole discretion apply a label or disclosure to notify viewers that the content of the Ads are attributable to Company and that it is an advertisement. Universal Ads will determine the size, placement, and positioning of Ads you run via our Services at Universal Ads’ sole discretion.
Company is solely responsible for any targeting of its Ads. Company represents and warrants that it will not target its Ads in any way that violates the terms of the General Terms, Supplement Terms, or applicable law, including but not limited to targeting Ads in a discriminatory fashion. To the extent your Ads cannot be displayed to individuals of a certain age or in certain locations, it is Company’s sole responsibility to configure the settings of the Services to impose such limitations. Such filters are based on third-party data sets and Universal Ads and its affiliates are not responsible for accuracy or completeness of such data. If a filtering option necessary for the lawful display of your Ads is not available on the Services, do not submit your Ads.
In addition to and without limiting the scope of the exclusion of warranties section of the General Terms, Universal Ads does not guarantee performance of Company’s campaign or that Ads will reach the target audience. Company’s selection of a specific network may, but does not necessarily, include the purchase of advertising time on duplicate or alternative feeds of such network (or other feeds offered on alternative network locations, or advertising time distributed on a time-shifted basis). Universal Ads is not responsible for any fraudulent activity or any technical issues that may affect the cost or performance of Company’s campaign. Further, Universal Ads does not guarantee perfect delivery. Universal Ads and its affiliates make no commitments regarding editorial adjacency, content adjacency, or competitive separation. The Ads may be delivered differently on different types of devices and Universal Ad is not responsible for how Ads render on any given device.
4. Data Usage
Universal Ads may collect, analyze, store and otherwise use certain data relating to any one or more Ads, including without limitation, data with respect to the numbers of views, viewing trends or durations, time shifting or usage statistics, impressions, clicks, or any other information or data reflecting the success, performance, response rates, or patterns of behavior relating to Ads (collectively “Ad Data”). Universal Ads may provide to Company summary reports or analytics and insights based on aggregated Ad Data on its own or in combination with third-party or advertiser first-party data (collectively, “Reports”). Universal Ads has no obligation to provide Company with any Reports or Ad Data of any kind relating to any one or more Ads and, to the extent provided to Company, Universal Ads does not warrant the accuracy of any such Reports or Ad Data.
Ad Data or Reports constitute Universal Ads’ Confidential Information. Company shall not (a) share Ad Data or Reports with any third parties or disclose Ad Data or Reports to the general public; (b) combine any Ad Data or Reports received by it with any other data; (c) use such Ad Data or Reports for any purpose other than the evaluation of Company’s advertising campaign on the Services; (d) re-identify or attempt to re-identify any publisher (or data from a particular publishers), individual, household, device, or user identifer; or (e) use such Ad Data or Reports for a discriminatory purpose or in a manner contrary to applicable law.
5. Modifications, Suspensions, and Cancellation of Campaigns
Company may modify, suspend or cancel a campaign at any time via the Services, but that Ads may continue to run for up to 24 hours while Company’s request is processed. Company remains responsible for all Ads that are run until the modification, suspension, or cancellation is fully processed.
6. Additional Disclaimers
IN ADDITION TO AND WITHOUT LIMITING THE SCOPE OF THE LIMITATION OF LIABILITIES AND EXCLUSION OF WARRANTIES SECTION OF THE GENERAL TERMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNIVERSAL ADS DISCLAIM ANY GUARANTEES ABOUT TIMING, POSITIONING, ADJACENCY, PERFORMANCE, QUANTITY OR QUALITY (AS APPLICABLE): PLACEMENTS, TARGETING, IMPRESSIONS, CLICKS, CLICK RATES, CONVERSION RATES, AUDIENCE SIZE, DEMOGRAPHICS OR ADVERTISING COSTS.
7. Supplemental Terms
In addition to these Advertiser Terms there will be additional terms, guidelines, and policies that will apply to Company and its Users’ use of specific products, features, or offerings (“Supplemental Terms”). Company agrees to be bound by the terms and conditions of the Supplemental Terms. These Supplemental Terms are hereby incorporated by reference into the Advertiser Terms and form a part of the Agreement.
To the extent that the Supplemental Terms conflict with these Advertiser Terms, the Supplemental Terms will govern Company’s use of the Services, but only to the extent of the conflict.
8. Miscellaneous
Universal Ads may update the Advertiser Terms and any Supplemental Terms at any time. Company agrees that Universal Ads may notify it of any such updates via email or by posting the updates to the Services. Company agrees to be bound by those updates if it, including through its Users, accesses or uses the Services after those updates become effective. Unless expressly agreed to in a writing signed by Universal Ads that specific references superseding these Advertiser Terms, nothing contained in any purchase order, invoice, insertion order, or other agreement will in any way modify, supersede, or add any additional terms or condition to these Advertiser Terms.
Nothing in these Advertiser Terms or the Agreement shall constitute a partnership, agency, or joint venture between the parties or constitute either Universal Ads or Company as the agent of the other for any purpose whatever.
If any provision of these Advertiser Terms are found to be invalid, illegal, or unenforceable in any jurisdiction, the remainder of this Advertiser Terms shall remain in full force and effect.
We reserve all rights not expressly granted to Company.
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