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Last Revised: January 1, 2025
IMPORTANT NOTICE: THESE CUSTOM AUDIENCE TERMS ARE SUBJECT TO THE BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS SET FORTH IN THE GENERAL TERMS.
These Custom Audience Terms (“Custom Audience Terms”) apply to all Companies that enable the Custom Audience feature on the Services to create a customized audience for a campaign. These Custom Audience Terms form a legally binding contract between Universal Ads and Company, supplement the General Terms and Advertiser Terms, and form a part of the Agreement between the parties. In the event of a conflict between the General Terms or Advertiser Terms and these Custom Audience 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, Advertiser 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. Custom Audience Data
Company may upload a file of those data fields that are expressly permitted by Universal Ads and that Company has collected directly from consumers in the United States (“Custom Audience Data”). The Custom Audience Data file must satisfy the technical specification set by Universal Ads and must not include any other personal information, e.g., names, postal addresses, or sensitive personal information. Prior to uploading the Custom Audience Data and during the campaign, Company must remove all data fields for any consumers that have opted-out or withdrawn their consent. Company must follow the instructions on the Services to add or remove any Custom Audience Data from the campaign. Company authorizes Universal Ads to use the Custom Audience Data in connection with targeting Company’s Ads via the Service, including the disclosure of Custom Audience Data to Universal Ads’ affiliates and service providers.
3. Privacy
Company represents and warrants that: (1) the Custom Audience Data was obtained in accordance with applicable law; (2) Company has sufficient rights in the Custom Audience Data, including any necessary consumer consents, to collect, use, transfer, and disclose the Custom Audience Data to Universal Ads, its affiliates and their subcontractors for Universal Ads’ own internal purposes, advertising purposes, as well as further disclosures of the Custom Audience Data necessary to provide the Services; (3) the Custom Audience Data was obtained and collected in accordance with any applicable privacy policies; (4) the Custom Audience Data can legally be used for the purpose for which it was provided, including but not limited to advertising purposes; (5) the Custom Audience Data will not any information other than those specific data types expressly permitted by Universal Ads and that were lawfully collected; and (7) Company will indemnify, defend and hold harmless Universal Ads and its affiliates against any and all costs (including attorneys’ fees) associated with third-party claims related to the Custom Audience Data.
Company acknowledges and agrees that it remains responsible for providing all consumer notices, offering all required consumer choices, and honoring any applicable opt-outs related to the Custom Audience Data. Company acknowledges that Universal Ads’ use of the Custom Audience Data may be considered “sale,” “sharing,” and/or “targeted advertising” for purposes of applicable law and that Company is responsible for removing all applicable opt-outs. Universal Ads agrees to comply with applicable privacy obligations and to provide the same level of privacy protection as required by applicable privacy law. Company may take reasonable and appropriate steps to ensure that Universal Ads’ use of the transferred Custom Audience Data is consistent with applicable privacy law. Universal Ads will notify Company if it determines that it can no longer meet its obligations under applicable privacy law related to the Custom Audience Data. Upon notice, Company may take reasonable and appropriate steps to stop and remediate unauthorized use of the Custom Audience Data.
4. Miscellaneous
Universal Ads may update the Custom Audience 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 Custom Audience 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 Custom Audience Terms.
If any provision of these Custom Audience Terms are found to be invalid, illegal, or unenforceable in any jurisdiction, the remainder of these Custom Audience Terms shall remain in full force and effect.
We reserve all rights not expressly granted to Company.
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