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Last Revised: January 1, 2025
IMPORTANT NOTICE: THESE GENERAL TERMS CONTAIN A BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS IN SECTION 8 THAT AFFECTS COMPANY’S AND ITS USERS’ RIGHTS WITH RESPECT TO ALL OF THE SERVICES. UNLESS COMPANY HAS OPTED OUT IN A TIMELY MANNER, THE ARBITRATION PROVISION REQUIRES THAT ALL DISPUTES BE RESOLVED IN INDIVIDUAL BINDING ARBITRATION. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.
These General Terms (“General Terms”) apply to the use of any of the Universal Ads Services (“Services”). The Services are provided by Comcast Cable Communications Management, LLC, at its subsidiaries and affiliates, d/b/a Universal Ads (“Universal Ads,” “we,” “us,” or “our”). These General Terms and any applicable Supplemental Terms (defined in Section 12) form a legally binding contract between Universal Ads and the business or other legal entity (“Company”) whose authorized representative accepted these General Terms and governs Company and its Users use of the Services (the “Agreement”).
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 is relying on this representation in entering into this Agreement.
2. Account
Company will be required to provide information about itself and register for an account to use the Services. Company represents that any information it gives to us is accurate, complete, and current. Company agrees to notify Universal Ads immediately if any of the information that it submitted to us changes, including the contact email address, which we may use to send Company notices about the Services or the Agreement. Company may allow one or more representatives, individuals or other entities (e.g., agencies, service providers, contractors), (each a “User” and collectively, “Users”) to access Company’s Account and use the Services. Company is solely responsible for any acts or omissions of its Users and acknowledges and agrees to be bound by Users’ actions. Company is responsible for setting and revoking the access levels for its account and agrees to immediately remove any Users that are no longer authorized to act on Company’s behalf.
3. Restrictions
Company may only use the Services for business or commercial purposes. Company agrees that it and its Users will comply with the following restrictions regarding use of the Services:
4. Representations & Warranties
Company represents and warrants that: (a) it is a registered, domestic business entity validly existing and in good standing under the laws of the U.S. state of its formation and has the corporate power to enter into this Agreement and perform its obligations hereunder; (b) the performance of this Agreement by Company and its Users does not and shall not violate (i) any applicable laws, (ii) the certificate of formation or by-laws of Company, or (iii) any agreement to which Company is a party; (c) Company has the right to perform its obligations as contemplated hereunder; (d) Company and its use of the Services will not violate any restrictions set forth in the Agreement; (e) no content or material provided by Company or used by Company in connection with the Services will infringe, misappropriate, or otherwise violate the right intellectual, privacy, or other rights of any third party; (f) Company will access and use the Services only in an authorized manner that is made available to Company Universal Ads in accordance with and subject to the General Terms and Supplement Terms; and (g) Company owns or has secured all rights necessary from all appliable rights holder to grant the license, rights, and permissions in the General Terms and Supplement Terms.
Company acknowledges that these representations and warranties may be supplemented by additional representatives and warranties set forth in the Supplemental Terms.
5. Term and Termination
These General Terms apply to Company and will be in effect from the date of Company’s first acceptance of these General Terms by its representative until the date Universal Ads or Company terminates Company’s use of the Services. All representations, warranties, indemnification, limitation of liability, exclusion of warranties, dispute resolution, choice of law and forum, and miscellaneous provision contained in these General Terms shall survive termination of these General Terms. Any other obligation that relates to the period before termination or that would be excepted to survive termination by their terms will also remain in effect.
Company may terminate these General Terms by deleting its account, but our Agreement (including these General Terms) will remain effective until Company’s use of the Services end. Universal Ads may terminate Company’s access to the Services, and modify, suspend, terminate access to, or discontinue the availability of any Services, at any time in its sole discretion without notice to Company.
6. Indemnification
Company shall, to the fullest extent permitted by law, indemnify, defend and hold Universal Ads, its affiliates, employees, contractors, vendors, and agents harmless from and against all claims, actions, damages, liabilities, demands, debts, obligations, penalties, or charges (including attorney fees and disbursements) which arise out of or result from (a) Company or its Users’ breach of the Agreement; (b) Company or its Users’ violation of applicable laws or regulations; (c) the use, transmission or distribution of materials furnished by or on behalf of Company or furnished by Universal Ads at Company’s direction for use in connection with the Services; (d) allegations or claims that Company or Users’ use of the Services or materials provided by Company or used by Company in connection with the Services in any way infringes, misappropriates, or violates the rights of any third party; (e) any claims related to the use of any data provided by Company, including but not limited to data imported into the Services at Company’s direction; (f) any claims related to Company or its Users’ use of the Services; and (g) any breach of any representation or warranty by Company under the Agreement.
7. Limitation of Liability; Exclusion of Warranties
NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL UNIVERSAL ADS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATED TO THE AGREEMENT.
TO THE EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED TO COMPANY "AS IS," "WITH ALL FAULTS," "AS AVAILABLE," AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE AND OUR SERVICE PROVIDERS, AFFILIATES, SUBSIDIARIES, SUPPLIERS, AGENTS, CONTRACTORS, DISTRIBUTORS, LICENSORS, AND BUSINESS PARTNERS (AND EACH OF THEIR AND OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, AND REPRESENTATIVES) (COLLECTIVELY, THE “RELEASED ENTITIES”) CANNOT AND DO NOT MAKE ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY, COMPLETENESS, USEFULNESS, TIMELINESS, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES, INCLUDING ANY CONTENT MADE AVAILABLE THROUGH THE SERVICES. ALL REPRESENTATIONS AND WARRANTIES ARE HEREBY DISCLAIMED AND EXCLUDED, UNLESS OTHERWISE PROHIBITED OR RESTRICTED BY APPLICABLE LAW.
BECAUSE OF THE NUMBER OF POSSIBLE SOURCES OF INFORMATION AND CONTENT AVAILABLE THROUGH THE SERVICES, AND THE UNCERTAINTIES OF ELECTRONIC DISTRIBUTION, THERE MAY BE INTERRUPTIONS, DELAYS, OMISSIONS, INACCURACIES, OR OTHER PROBLEMS WITH THIS CONTENT. COMPANY RELIES ON THE SERVICES (OR ANY CONTENT MADE AVAILABLE THROUGH THEM) AT ITS OWN RISK. WE AND THE RELEASED ENTITIES CANNOT AND DO NOT WARRANT THAT THE SERVICES WILL OPERATE WITHOUT DELAY, OR CONTINUOUSLY BE AVAILABLE, OR BE FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. WE AND THE RELEASED ENTITIES CANNOT, AND DO NOT, WARRANT THAT THE SERVICES WILL MEET COMPANY’S REQUIREMENTS.
8. Dispute Resolution
Any and all claims or controversies arising out of or related to the Services, the Agreement, or our relationship with Company and its Users, including but not limited to any and all: (a) claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (b) claims or controversies that arose before these General Terms or any prior agreement; (c) claims or controversies that arise after the expiration or termination of these General Terms or the Agreement; and (4) claims or controversies that are the subject of purported class, collective, or representative action litigation (“Dispute”) shall be resolved through individual arbitration. This Section 8 shall be broadly interpreted.
Exclusions. Notwithstanding the foregoing, Disputes relating to the scope, validity, or enforceability of this Dispute Resolution provision will not be subject to arbitration.
Right to Opt Out. IF COMPANY DOES NOT WISH TO ARBITRATE DISPUTES, COMPANY MAY DECLINE TO HAVE ITS DISPUTES ARBITRATED BY NOTIFYING UNIVERSAL ADS IN WRITING WITHIN 30 DAYS OF USER’S FIRST ACCESS TO OR USE OF THE SERVICES BY MAIL TO UNIVERSAL ADS, 1701 JOHN F. KENNEDY BLVD., PHILADELPHIA, PA 19103-2838, ATTN: LEGAL DEPARTMENT / ARBITRATION. ANY SUCH WRITTEN NOTIFICATION MUST INCLUDE COMPANY’S NAME, ADDRESS, AND A CLEAR STATEMENT THAT COMPANY DOES NOT WISH TO RESOLVE DISPUTES WITH UNIVERSAL ADS THROUGH ARBITRATION. COMPANY’S DECISION TO OPT OUT OF THIS ARBITRATION PROVISION WILL HAVE NO ADVERSE EFFECT ON ITS RELATIONSHIP WITH UNIVERSAL ADS OR THE SERVICES. ANY OPT-OUTS SUBMITTED AFTER THIS 30-DAY PERIOD WILL NOT BE EFFECTIVE AND ALL DISPUTES WITH UNIVERSAL ADS WILL BE ARBITRATED.
Initiation of Arbitration Proceeding/Selection of Arbitrator. Before either party initiates an arbitration proceeding, that party must first provide an opportunity to resolve the Dispute by sending the other party a written Notice of Dispute (“Notice”). Company may send the Notice by U.S. mail to Universal Ads, 1701 John F. Kennedy Blvd., Philadelphia, PA 19103-2838 – ATTN: LEGAL DEPARTMENT/ARBITRATION. We may send Company the Notice by email at the email address we have on file for Company’s account. The Notice must include all of the following information: (a) the noticing party’s name; (b) the Services (if any) to which the Dispute pertains; (c) a description of the nature and basis of the Dispute; (d) an explanation of the specific relief sought and the basis for any damages calculations; (e) the noticing party’s signature; and (f) if an attorney has been retained by Company, a signed statement authorizing Universal Ads to disclose Company’s confidential records and other information to Company’s attorney if necessary to resolve the Dispute. Universal Ads and Company each agree to negotiate to resolve the Dispute in good faith, and that neither party may initiate an arbitration proceeding unless the parties are unable to resolve the Dispute within 60 days of the other’s receipt of a complete Notice that includes all of the foregoing information. If Universal Ads or Company send an incomplete Notice, the 60-day good faith negotiation period will begin only after the complete Notice is received. Any statute of limitation relevant to a Dispute under applicable law shall be tolled from the date of receipt of a completed Notice, through and including the foregoing negotiation period, and continuing until final resolution of any arbitration proceeding, unless the party providing the Notice of Dispute withdraws or abandons the Dispute at any point, or the arbitration proceeding is withdrawn or dismissed.
Either Company or Universal Ads may initiate an arbitration proceeding by opening a case with the American Arbitration Association (“AAA”) by visiting its website (www.adr.org). Company may deliver any required or desired notice to Universal Ads by mail to 1701 John F. Kennedy Blvd., Philadelphia, PA 19103-2838 – ATTN: LEGAL DEPARTMENT/ARBITRATION.
Arbitration Procedures. Any arbitration under this Dispute Resolution provision shall be governed by the Federal Arbitration Act. Arbitrations shall be administered by the AAA pursuant to the most recent version of its Commercial Arbitration Rules (the “AAA Rules”) as modified by the version of this Section that is in effect when Company notifies Universal Ads about its Dispute. Company can obtain the AAA Rules from the AAA by visiting its website (www.adr.org) or calling its toll-free number (1-800-778-7879). If there is a conflict between this Section and the rest of the Agreement (including these General Terms), this Section shall govern. If there is a conflict between this Section and the AAA Rules, this Section shall govern. If the AAA will not administer a proceeding under this Arbitration Provision as written, Company and Universal Ads shall agree on a substitute arbitration organization. If Universal Ads and Company cannot agree, each party shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this Section, as written, applying the AAA Rules. A single arbitrator will resolve the Dispute. Unless Universal Ads and Company agree otherwise, any arbitration hearing will take place in Philadelphia, PA. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect confidential or proprietary information. The arbitrator shall issue a reasoned, written decision that explains the arbitrator’s essential findings and conclusions. The arbitrator’s award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court.
Waiver of Class, Collective, and Representative Actions/Relief. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED (I) ON A CLASS ACTION, COLLECTIVE ACTION, OR OTHER JOINT OR CONSOLIDATED BASIS, OR (II) ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL) OR OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM, AND THE ARBITRATOR MAY NOT AWARD RELIEF FOR OR AGAINST OR ON BEHALF OF ANYONE WHO IS NOT A PARTY. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, COLLECTIVE, OTHER JOINT OR CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THIS WAIVER OF CLASS, COLLECTIVE, OTHER JOINT OR CONSOLIDATED, OR REPRESENTATIVE ACTIONS AND RELIEF IS AN ESSENTIAL PART OF THIS ARBITRATION PROVISION AND CANNOT BE SEVERED FROM IT.
Waiver of Jury Trial. WHETHER ANY DISPUTE IS RESOLVED IN COURT OR IN ARBITRATION, UNIVERSAL ADS AND COMPANY AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY IN RELATION TO THE DISPUTE.
Survival. This Arbitration Provision will survive the termination or expiration of these General Terms.
9. Choice of Law & Forum
These General Terms, and Company’s relationship with Universal Ads under the Agreement, shall be governed by the laws of the State of Delaware, without regard to its conflicts of laws’ provisions. By using the Service, Company and its Users consent to the exclusive jurisdiction of the state and federal courts in Philadelphia, Pennsylvania, in all disputes arising out of or related to the Agreement or Services that are not Disputes subject to the Arbitration Provision in Section 8.
10. Confidentiality
Company and its Users may have access to certain information, data, materials, know-how, methodologies, documentation, and software relating to the Services that is not generally known by the public (“Confidential Information”), which is confidential and proprietary to Universal Ads. Universal Ads’ Confidential Information does not include information that Company independently developed, that was rightfully given to Company by a third party not subject to a confidentiality obligation, or that becomes public through no fault of Company or its Users. Company agrees to use Confidential Information only for authorized purposes under the Services, and to not disclose any of the Confidential Information to any third party without Universal Ads’ prior written consent; provided that Company may disclose Confidential Information solely to the extent required by applicable law, upon prior written notice to Universal Ads (unless notice is prohibited by applicable law). Company agrees to treat Universal Ads’ Confidential Information in the same manner as its own Confidential Information, and in no event with less than a reasonable degree of care. Company agrees to protect the Confidential Information from unauthorized use and disclosure in the same way it would protect its own confidential information.
11. Publicity and Marketing
Company must not issue any press release or make any public statement related to Universal Ads, or use our name, trademarks or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between Company and Universal Ads in any way. Company agrees that Universal Ads and its affiliates may use Company’s name, logo(s), and other identifying information, including images showing your use or integration with the Services, for any purpose, including but not limited to marketing and promotion of the Services, without Company’s prior consent.
12. Supplemental Terms
In addition to these General 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 using the Services that are subject to the Supplemental Terms, Company agrees to be bound by terms and conditions of the Supplemental Terms. These Supplemental Terms are hereby incorporated by reference into the General Terms and made a part of the Agreement.
Other Services may also be governed by Supplemental Terms that are made available to Company when it elects to use those specific Services, and those Supplemental Terms are incorporated by reference into these General Terms and made a part of our Agreement when accepted. To the extent that the Supplemental Terms conflict with these General Terms, the Supplemental Terms will govern with respect to Company’s use of those Services but only to the extent of the conflict.
13. Miscellaneous
Universal Ads may update the General Terms and any Supplemental Terms at any time. Company agrees that Universal Ads may notify it of any such updates via email or via posting the updates to the Services. Company agrees to be bound by those updates if it, through its Users, access or use the Services after those updates become effective. Unless expressly agreed to in a writing signed by Universal Ads that specific references superseding these General 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 General Terms. The Agreement, including Supplement Terms, contain the entire agreement between the parties relating to the subject matter hereof.
Universal Ads is not required to act or refrain from acting if doing so would violation applicable law.
Any notices must be in writing and sent: (a) if to Universal Ads, to 1701 John F. Kennedy Blvd., Philadelphia, PA 19103-2838, Attn: Legal Notices; and (b) if to Company, to the email address or street address provided on Company’s account or by posting the notice on the Services. Notices will be deemed given upon personal delivery, upon delivery by mail, upon transmission through email, or 24 hours after the time the notice is posted to the Service.
This Agreement, including the rights under it, may not be resold, assigned or transferred by Company without first obtaining the written consent from Universal Ads; nor may Universal Ads be required to provide access to the Services other than to the party named on account registration. Any resale, assignment, or transfer prohibited hereunder shall be null and void. Universal Ads may assign these Agreement, including all rights and obligations under these General Terms, to any of its affiliates or in connection with a merger, acquisition or sale of assets, or by operation of law or otherwise.
Failure of Universal Ads or Company to enforce any of the provisions herein shall not be construed as a general relinquishment or waiver as to that or any other provision.
Company agrees that any third party engaged by Universal Ads to perform Services on behalf of Universal Ads hereunder shall be a third-party beneficiary to these General Terms and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.
Nothing in these General 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 General Terms are found to be invalid, illegal, or unenforceable in any jurisdiction, the remainder of this General Terms shall remain in full force and effect.
We reserve all rights not expressly granted to Company.
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