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Last Revised: January 1, 2025
IMPORTANT NOTICE: THESE DEVELOPER TERMS ARE SUBJECT TO THE BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS SET FORTH IN THE GENERAL TERMS.
These Developer Terms (“Developer Terms”) apply to all Companies that participate in Universal Ads developer program (“Developer Program”). These Developer Terms and any applicable Supplement Terms (defined in Section 8) 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 Developer 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. Registration; Approval
In order to participate in the Developer Program, Company will be required to register and satisfy the eligibility requirements. Company represents that any information it provides as part of this registration process will be accurate and up-to-date. Company must promptly notify us of any updates. Company’s credentials (such as passwords or keys) are intended to be used by Company and identify Company’s Application. Company will keep its credentials confidential and make reasonable efforts to prevent other third parties from using Company’s credentials. Company’s credentials must not be embedded in any open-source projects.
Universal Ads may require Company to submit its Application for our review and approval. Approval of Company’s registration and/or Application is at Universal Ad’s sole discretion. Company will cooperate with our reviews and provide any information we request. Please note that an initial approval of Company’s registration and/or Application is not a guarantee of its continued participation in our Developer Program.
3. Developer Program; Developer Tools; Application
If Company is admitted to the Developer Program, it will have access to certain APIs, SDKs, plugins, code or other technology (“Developer Tools”). Company may use the Developer Tools in connection with a website, mobile application, or other property owned by Company and approved by Universal Ads (“Application”). If approved by Universal Ads, Company may use the Developer Tools to provide any entity that has a contractual relationship with Universal Ads (“Clients”) with access to our Services through its Application to access the data or content that is made available related to the Services (“UA Data”).
Company agrees to: (a) comply with the application requirements specified by Universal Ads; (b) use commercially reasonable efforts to market and distribute the Application to current and potential Clients in accordance with Universal Ads’ instructions; (c) obtain Universal Ads’ prior written approval (which we may grant or withhold in our sole discretion) of all aspects of the Application, including the user interface and the metrics displayed to Clients prior to the Application being made available to Client, and each material change thereafter to the Application; (d) accurately disclose to Clients metrics and other data relating to a Clients’ use of the Services, including the amount that was spent via the Services separate from any of Company’s fees, and acknowledge that if requested by a Client, Universal Ads may disclose the amounts that were spent via the Services; (e) make available to Universal Ads an account on the Application for the purpose of enabling Universal Ads to verify Company’s compliance with the Developer Terms and Supplement Terms; (f) have entered into a legally binding agreement with each Client to whom Company grants any rights to use its Application, and each agreement will, at a minimum, require the Client to comply with applicable law; (g) provide Clients using the Application with a level of service and customer support in accordance with highest industry standards and any go-to-market plan mutually agreed on between Company and Universal Ads, and answer any inquiries or support questions received and redirected by Universal Ads; and (h) not use UA Data for Company’s benefit or for the benefit of any party other than the Client to whom the UA Data relates in order to provide that Client access to the Services.
Company (and its Users) must comply with all will there be documentation, guidelines or other technical specifications made available to Company via the Services (“Documentation”). Company acknowledges that the Universal Ads may make changes to the Documentation and Developer Tools without notice and that Company agrees that its continued participation in the Developer Program is subject to Company abiding by the updated Documentation and using the most-current version of the Developer Tools.
Some of the software required by or included in our Developer Tools may be offered under an open-source license. Open-source software licenses constitute separate written agreements. To the limited extent the open-source software license expressly supersedes the Developer Terms, the open-source license instead sets forth Company’s agreement with Universal Ads for the applicable open-source software.
We reserved the right to change, suspend, or discontinue the availability of the Developer Program, Developer Tools, and any part or feature thereof, at any time. If we elect to provide Company with support or modifications to our Developer Program, we may discontinue either at any time without notice to Company.
Universal Ads, or third-parties working at our direction, may conduct regular auditing of the Application and its access to the Developer Tools. Company will cooperate, promptly respond, and provide requested information to Universal Ads or its third-party auditors. Company agrees to remediate any non-compliance with the Developer Terms and Documentation as soon as reasonably possible.
Subject to Company’s compliance with the Developer Terms and Supplement Terms, Universal Ads grants Company a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable license to use, access, and integrate Application with the Developer Tools, but only to the extent permitted by these Developer Terms, the Supplemental Terms, and Company’s specific approval.
To the extent that Company shares any content with Universal Ads, Company grants to Universal Ads and its affiliates, contractors, service providers, and agents a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to use and retain said content. If Company or its Users provide feedback or suggestions about our Developer Program, then Universal Ads may use such information without any obligation. Universal Ads does not acquire ownership of Company’s Application, and by using the Developer Tools, Company does not acquire ownership of any rights in our Services, Developer Tools, or to any content that is accessed through the Developer Tools.
4. Restrictions
Universal Ads may set and enforce limits on Company’s use of the Developer Tools (e.g., limiting the number of API requests that can be made or the number of concurrent connections), in our sole discretion. Company agrees to and will not attempt to circumvent such limitations. If Company would like to use any Developer Tools beyond any set limits, Company must obtain Universal Ads’ prior written approval.
In addition to and without limiting the scope of the restrictions section of the General Terms, Company must not use the Developer Program or Developer Tools to engage in, facilitate, or allow others to engage in any of the following prohibited practices:
(a) distribute or sublicense any Developer Tools for use by any third party or integrate with the Developer Tools in a way that would allow them to be used by third parties;
(b) modify or create derivative works of the Developer Tools;
(c) use any Developer Tools with any materials that are subject to licenses or restrictions that, when combined with the Developer Tools, would require Universal Ads to disclose, license, or make available any part of the Developer Tools to anyone else;
(d) remove or modify, any copyright, patent, trademark or other proprietary or attribution notices on or in any Developer Tools;
(e) create, use or share any derivative works of any aspect of the Developer Program, except as expressly permitted by the Developer Terms;
(f) generate fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise
(g) attempt to interfere with or disrupt the Developer Tools, including by conducting any stress test (or similar) of the Developer Tools;
(h) reverse engineer or attempt to extract code from any Developer Tool, except to the extent that this restriction is prohibited by applicable law;
(i) use any UA Data to create profiles of any consumer, retarget a consumer, append data, or to re-identify or derive personal data from, or merge personal data with, any non-personal data made available by Universal Ads; or
(j) sell, rent, transfer, or provide access to any UA Data to any affiliate, ad network, ad exchange, advertising broker, other advertising service, or other third party, unless Company has obtained Universal Ad’s prior written consent to do so.
As between Company and Universal Ads, Company is solely responsible for all data and information (including but not limited to start dates, end dates, targeting, rates, prices, bids, sizes, quantities and any other ad campaign characteristics) provided through the Application.
5. Security
Company agrees to, at a minimum: (a) have in effect and maintain at all times reasonable administrative, physical, and technical safeguards to protect use of the Developer Tools and any UA Data which meet or exceed current industry standards and comply with all applicable rules, laws, and regulations; (b) immediately report any security deficiencies, including unauthorized access to the Developer Tools and any UA Data, that Company suspects or becomes aware of, as well as any security deficiencies reported to Company; and (c) promptly complete any security questionnaires that Universal Ads may provide to Company, as well as promptly respond to any inquiries by Universal Ads.
Company must use reasonable efforts to protect all consumer information collected by its Application, including personal data, from unauthorized access or use and will promptly report to Company’s users any unauthorized access or use of such information to the extent required by applicable law.
6. Termination
If Company or its Users fail to comply with the Developer Terms, Supplemental Terms, Documentation, or other applicable terms or policies, Universal Ads may suspend or terminate Company’s participation in the Developer Program and access to the Developer Tools. Upon Company’s termination from the Developer Program, Company will immediately stop using the Developer Tools and delete any UA Data in its possession or control, including any data or models that have been derived from UA Data. Upon request, Company must certify its compliance with these requirements.
7. Additional Disclaimers
IN ADDITION TO AND WITHOUT LIMITING THE SCOPE OF THE LIMITATION OF LIABILITIES AND EXCLUSION OF WARRANTIES SECTION OF THE GENERAL TERMS, UNIVERSAL ADS DOES NOT REPRESENT OR WARRANT THAT THE DEVELOPER TOOLS ARE FREE FROM INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, OR COMPLETE. THE DEVELOPER TOOLS ARE PROVIDED “AS IS” WITH NO WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, AND UNIVERSAL ADS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. COMPANY’S USE OF THE DEVELOPER TOOLS ARE AT ITS OWN OPTION AND RISK, AND COMPANY IS SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM ITS USE OF THE DEVELOPER TOOLS.
FURTHER, 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.
8. Supplemental Terms
In addition to these Developer 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”). By participating in the Developer Program that are subject to the 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 Developer Terms and form a part of the Agreement.
To the extent that the Supplemental Terms conflict with these Developer Terms, the Supplemental Terms will govern Company’s participation in the Developer Program and use of the Developer Tools, but only to the extent of the conflict.
9. Miscellaneous
Universal Ads may update the Developer 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, through its Users or Application, 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 Developer Terms, nothing contained in any purchase order, insertion order, or other agreement will in any way modify, supersede, or add any additional terms or condition to these Developer Terms.
Nothing in these Developer 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. These Developer Terms are non-exclusive. Company acknowledges that Universal Ads may develop products or services that compete with Company or any other products or services.
If any provision of these Developer Terms are found to be invalid, illegal, or unenforceable in any jurisdiction, the remainder of this Developer Terms shall remain in full force and effect.
We reserve all rights not expressly granted to Company.
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