BEFORE YOU PARTICIPATE IN ANY TWITTER PROGRAM, PLEASE READ THE TERMS OF THIS TWITTER MASTER SERVICES AGREEMENT. BY USING THE APPLICABLE TWITTER PROGRAM, ENTERING INTO AN INSERTION ORDER OR OTHER ORDER FORM REFERENCING THIS MASTER SERVICES AGREEMENT, AND/OR BY CLICKING A BUTTON AND/OR CHECKING A BOX INDICATING YOUR ACCEPTANCE, YOU AGREE TO THE TERMS OF THIS MASTER SERVICES AGREEMENT.
INTRODUCTION AND DEFINITIONS. We provide you and, if applicable, Authorized Users, access to our products, services, code, and/or software in connection with the applicable Twitter program (each a “Program(s)”) for your use, subject to your acceptance of and compliance with this Master Services Agreement (the “MSA”), the terms and conditions, if any, of the Programs in which you enroll (each, “Program T&Cs”), as such terms are updated from time to time, and the terms and conditions of any applicable insertion order(s) that you or your Affiliate(s) enter into that specifically references this MSA and/or applicable Program T&Cs (each an “Insertion Order” or “IO”) (collectively, the “Agreement”). In the Agreement, (i) “we,” “us,” and “our” mean Twitter, Inc. (“Twitter”), (ii) a “Twitter Company(ies)” means Twitter, an Affiliate of Twitter, or an authorized reseller of Twitter, (iii) “Twitter Entities” means the Twitter Companies and their respective officers, directors, consultants, contractors, agents, attorneys, employees, third-party service providers, and third parties distributing your ads via the Twitter Network, (iv) “Twitter Service” means the real-time information service, commonly referred to as “Twitter,” which includes the services currently provided by Twitter, Inc., at its websites and Twitter-owned, operated and/or controlled mobile applications and social plug-ins and application programming interfaces that are owned, operated, authorized, or hosted by or for Twitter, including the Twitter Network and applicable Programs, (v) “Twitter Network” means the network of advertising channels, including all forms of media, applications, and devices, through which we may distribute ads, in any medium now known or hereafter developed, (vi) “Twitter Code” means proprietary software code and related tools that we may offer or otherwise make available to you in connection with a Program, or that are part of such Program, (vii) “you” and “your” mean the company, organization and/or entity electronically accepting the Agreement, or the company, organization and/or entity named in an Insertion Order, and any of its Affiliates that execute an Insertion Order for any Program, (viii) “Affiliate(s)” means, with respect to a company, organization, and/or entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity, (ix) “Authorized User(s)” means your agents, representatives, contractors, and any person or entity acting or apparently acting on your behalf, and your Affiliates that access a Program without executing their own separate Insertion Order, (x) “Materials” means, individually and collectively, all information you provide, use, or approve in connection with the Agreement, including all creative, hashtags, content, URLs, titles, descriptions, trademarks, listings, search keywords, ad target options, domain names, content of ads and all related materials and metadata, data, data feeds, and targeting parameters, and (xi) “PII” means personally identifiable information. To the extent that we disclose to you any data of users (e.g., User Volunteered Data, as defined below) located outside of the United States of America pursuant to this Agreement, such user data is controlled by Twitter International Company (“TIC”), an Irish registered company. TIC has authorized Twitter to make these disclosures on its behalf to the extent that they occur pursuant to this Agreement. Terms used but not defined in this MSA will have the meanings given to such terms in any Program T&Cs or Insertion Order, as applicable. Terms used in any Program T&Cs or Insertion Order, but not defined therein, will have the meanings given to such terms in this MSA. All definitions set forth herein apply both to their singular and plural forms, as the context may require.
CHARGES, FEES, PAYMENT AND TAXES. For any Program in which you participate, you will pay us for all charges and fees you incur in connection with each Program in the currency designated by us. Our measurements are the definitive measurements under the Agreement and will be used to calculate your charges. We will submit an invoice to you at the email address on the applicable Insertion Order, and you will pay all undisputed charges in full within 30 days of the invoice date. If we agree to your request to send an invoice to a third party on your behalf, you agree to remain responsible and liable for payment, and if such third party does not pay the invoice within the 30 day payment period, you will immediately pay all such amounts to us. Any late payments will accrue interest equal to one and one half percent (1.5%) per month, or the maximum amount allowable under law, whichever is less, compounded monthly. Further, if you fail to make any payment as set forth herein, you will pay all reasonable expenses (including attorneys’ fees) incurred by us in collecting such charges. Any disputes about charges to your account(s) must be submitted to us in writing within 60 days of the date you incurred such charge, otherwise you waive such dispute and such charge will be final and not subject to dispute. All payments of service fees, unused promotional credits, and initial deposit(s) are non-refundable and our property. Charges and fees do not include any applicable sales, use, value-added, withholding, excise, or any other taxes or government charges, which are payable by you and are in addition to any amounts due to us hereunder. If withholding taxes are imposed by any jurisdiction on the transactions described in the Agreement, you will pay such taxes such that we receive the full amount invoiced, without offset or deduction, and you will promptly provide to us the applicable certificates and receipts regarding such remittances. None of your pre-printed forms, purchase orders and/or clickthrough or shrinkwrap terms, whether or not signed by or accepted by us, will apply, and all such terms shall automatically be null and void. Accounts with no activity for more than 24 months may be closed by us without notice and will be assessed an account closing fee not to exceed the lesser of U.S. $25 (or its equivalent in the applicable currency) or the balance in the account. If a balance remains (other than unused promotional credits and initial deposits), we will attempt to refund any portion of such balance that may be owed to you. If we are unable to refund any such balance using your contact information on file with us, you agree that it will be subject to automatic forfeiture and we will dispose of the balance pursuant to the Agreement and our policies and procedures.
YOUR SITE AND MATERIALS. We are not responsible for any aspect of your or any third-party website(s) or application(s), or for any content with which the Materials may be associated. You represent, warrant, and covenant that: (i) all Materials are, and will be updated to remain, current and accurate; and (ii) your Materials are either original to you or you have secured all necessary rights, consents, waivers and licenses for its use as contemplated by the Agreement, and you are responsible for all royalties, payments, and fees with respect thereto (e.g., performing rights society fees).
USE OF MATERIALS. In order to participate in any Program, you grant the Twitter Entities a non-exclusive, license fee-free, royalty-free, worldwide license to: (i) use, copy, adapt, reformat, recompile, truncate, and/or edit any part of the Materials for public performance, public display, and distribution; (ii) access, index, and cache the website(s) to which your ads link, or any portion thereof, by any means, including web spiders and/or crawlers; and (iii) distribute your ads through the Twitter Network. None of the Twitter Entities will have any liability for your ads or Materials and may refuse, reject, cancel, suspend, or remove any ad, Materials, or space reservation at its discretion at any time. Your ads may be subject to inventory availability, and the final decision as to ad relevancy is at our discretion. We do not guarantee that your ads will be placed in, or available through, any part of the Twitter Network, nor do we guarantee that your ads will appear in a particular position.
REPRESENTATIONS. You represent, warrant, and covenant that: (a) you have the right and/or authority to enter into the Agreement; (b) all Materials are free of viruses and/or other computer programming routines that may damage, interfere with, or expropriate any Twitter Company system data or information; (c) a click on your ad will not cause damage to or interfere with a user’s computer or other device or expropriate any user system data or information, change a user’s settings, or create a series of sequential, stand-alone advertisements (including by pop-up or pop-under window); (d) you will not engage in, nor cause others to engage in, spamming or improper, malicious, or fraudulent clicking, impression, or marketing activities relating to any Program; (e) your Materials, ads (including products and services referenced therein), the website(s) to which the ads link, all emails, newsletters, and other items and technology in connection therewith, any tools or code you use or make available in connection with a Program, and/or any act or omission by you relating to a Program (w) do not and will not violate any applicable law, statute, directive, ordinance, treaty, contract, regulation, the Policies or other Twitter Company policies or guidelines (collectively, “Laws”), (x) do not and will not infringe any copyright, patent, trademark, trade secret, or other intellectual property right of any person or entity, (y) do not breach any duty toward, or rights of, any person or entity, including rights of publicity and/or privacy, and (z) are not false, deceptive, misleading, defamatory or libelous; (f) you will not reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of any Program, or any aspect or portion thereof; (g) you will comply with any trade sanction, and/or import or export regulation that applies to your use of our Programs and obtain all necessary licenses to use, export, re-export, or import our Programs as applicable; and (h) you will not provide access to the Programs, except to Authorized Users who are bound in writing by use and confidentiality restrictions which are no less protective of us than those contained in the Agreement.
INDEMNIFICATION. You will indemnify, defend, and hold harmless the Twitter Entities from all claims, whether actual or alleged (collectively, “Claims”), that arise out of or in connection with (a) your Materials and/or ads, (b) your or Authorized Users’ use of any Program, Twitter Company system, or Twitter Service, (c) your website or application(s), or (d) your or Authorized Users’ breach of your representations and warranties set forth in the Agreement. You are solely responsible for defending any Claim against a Twitter Entity, subject to such Twitter Entity’s right to participate with counsel of its own choosing, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, resulting from all Claims against a Twitter Entity, provided that you will not agree to any settlement related to any Claims without such Twitter Entity’s prior express written consent regardless of whether or not such settlement releases the applicable Twitter Entity from any obligation or liability.
WARRANTY DISCLAIMER. THE PROGRAMS, TWITTER SERVICE, TWITTER NETWORK, TWITTER CODE, AND DOCUMENTATION ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND (INCLUDING THE RESULTS OF ANY AD CAMPAIGN), EXPRESS, IMPLIED, OR STATUTORY, OR ARISING OUT OF CUSTOM, COURSE OF DEALING OR TRADE USAGE, AND YOUR USE THEREOF IS AT YOUR OWN RISK. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, WE DISCLAIM ON BEHALF OF OURSELVES, AND ALL TWITTER ENTITIES, ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES, INCLUDING ANY WARRANTIES OF TITLE, MERCHANTABILITY, SERVICE QUALITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE TWITTER SERVICE OR TWITTER NETWORK WILL BE UNINTERRUPTED OR ERROR-FREE.
LIMITATION OF LIABILITY. EXCEPT FOR (i) CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 6 ABOVE, (ii) YOUR INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8 ABOVE, AND (iii) AMOUNTS DUE AND PAYABLE BY YOU HEREUNDER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY LIABILITY OF THE TWITTER ENTITIES AND YOU IN CONNECTION WITH THE AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE OR OTHERWISE, WILL BE STRICTLY LIMITED TO THE LESSER OF THE AMOUNT ALREADY PAID BY YOU TO US PURSUANT TO THE AGREEMENT IN THE SIX-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM AND U.S. $250,000 (OR ITS EQUIVALENT IN THE APPLICABLE CURRENCY). IN NO EVENT WILL THE TWITTER ENTITIES OR YOU BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT. YOU WILL NOT HOLD A TWITTER COMPANY RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT, INCLUDING WITH RESPECT TO ACTIONS BY ANY THIRD PARTY RELATING TO OR IN CONNECTION WITH YOUR ADS, REGARDLESS OF THE INTENT OF SUCH THIRD PARTY.
TERMINATION. At any time, for any or no reason, you or we may terminate the Agreement. At any time and at our sole discretion, we may update or modify any Program features or functionality, or the Agreement. We may also, at our sole discretion, terminate your participation in any Program or suspend or limit your participation in any Program or part thereof, including suspending or removing your ads. The Twitter Entities will have no liability regarding the foregoing decisions. Upon termination of any Program T&Cs or the suspension or discontinuation of any Program or your participation therein, your outstanding payment obligations incurred under such Program will become immediately due and payable. Sections 1, 2, 3 (first, fourth, and ninth sentences only), and 4 through 20 of this MSA, and those provisions specified in any Program T&Cs will survive termination of the Agreement.
NOTICES. We may give notices to you by posting on the Twitter Service, or by email to the address provided by you. You must ensure that your contact and account information is current and correct, and promptly notify us in writing of any changes to such information. You will send all notices to us via recognized overnight courier or certified mail, return receipt requested, to: General Counsel, Twitter Inc., 1355 Market Street, Suite 900, San Francisco, California 94103.
CHOICE OF LAW AND VENUE. The terms of the Agreement and any dispute relating thereto or between you and us will be governed by the laws of the State of California, without regard to conflict/choice of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement. You agree to submit to the exclusive jurisdiction of the state and federal courts located in the County of San Francisco, California. If you or an Affiliate enter into a Program outside of the United States, Twitter International Company (“TIC”) is the contracting entity. In such an instance, the Agreement shall be governed by, and construed in accordance with, the laws of England and Wales, excluding application of its conflicts of law principles. The parties hereby agree that all claims arising out of or related to the Agreement for Programs entered into outside of the United States will be brought in the English courts, and each party hereby submits itself to the exclusive personal jurisdiction of such courts for such purpose.
ENTIRE AGREEMENT AND ORDER OF PRECEDENCE. The Agreement constitutes the entire agreement and understanding between you and us regarding the subject matter contained herein and supersedes all proposals, representations, claims, and communications in all forms of media (including all instructions, advertisements, messages, and policies), written and oral, regarding the subject matter contained herein. No terms or conditions other than those set forth in these MSA, any Program T&Cs, or Insertion Order(s) will be binding on us unless expressly agreed to in writing by us. The terms of any specific Program T&Cs govern only that Program, and not any other Program, except as specifically referenced in such Program T&Cs. If there is a conflict between the MSA, any Program T&Cs, and any Insertion Order, the conflict will be resolved according to the following order of precedence: (1) Program T&Cs; (2) MSA; and (3) Insertion Order. Notwithstanding the foregoing, the terms of an Insertion Order may amend the MSA and/or the applicable Program T&Cs only if the amended terms contained in such Insertion Order: (i) apply only to the account(s) listed in the Insertion Order; (ii) apply only to that Insertion Order; (iii) specifically identify the provision(s) of the Program T&Cs or the MSA they amend; and (iv) both you and we sign the Insertion Order.
WAIVER. Only a written instrument specifically waiving compliance that is executed by whichever of you or us is entitled to waive such compliance may waive any term(s) and/or condition(s) of the Agreement. No waiver by you or us of a breach of any provision hereof will be deemed a waiver of any other breach of such provision or a waiver of the provision. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity will not affect the remainder of the Agreement, and the invalid or unenforceable provision will be replaced by a valid provision that has a similar economic effect.
FORCE MAJEURE. Neither we nor you will have any liability under the Agreement by reason of any failure or delay in the performance of our or your obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet and/or electrical outages, computer viruses, acts of God, war, governmental action, or any cause that is beyond our or your reasonable control.
RELATIONSHIP. You and we are independent contractors and nothing in the Agreement will be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between you and us. Except as otherwise set forth in the Agreement, neither you nor we will have any right, power, or authority to create any obligation or responsibility on behalf of the other and the Agreement is not intended to benefit, nor will it be deemed to give rise to any rights in, any third party. Notwithstanding the foregoing, you acknowledge and agree that the Twitter Companies will be third-party beneficiaries to the Agreement and will be entitled to directly enforce, and rely upon, any provision in the Agreement, which confers a benefit on, or rights in favor of, them.
ASSIGNMENT. You may not assign, sublicense, or transfer the Agreement or any right or duty under the Agreement. Any assignment, transfer, or attempted assignment or transfer in violation of this Section 18 will be void and of no force or effect. We and our subsequent assignees may assign, delegate, sublicense, or otherwise transfer from time to time the Agreement, or the rights or obligations hereunder, in whole or in part, to any person or entity such as to our Affiliate(s).
OTHER. The Programs are proprietary to us and are protected by applicable state, federal, and international intellectual property laws and we retain all rights, title, and interests in and to the Programs, together with all derivative works, modifications, enhancements, and upgrades, but excluding your Materials. Any rights not expressly granted in the Agreement are reserved by you or us, as applicable, and all implied licenses are disclaimed. As used in the Agreement, the word “including” is a term of enlargement meaning “including without limitation” and does not denote exclusivity, and the words “will,” “shall,” and “must” are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable. Services and obligations to be performed by us hereunder may be performed by other Twitter Companies and/or third-party service providers.
REPRESENTATIVE. If you are an advertising agency, search engine marketer, reseller, or other entity representing Advertisers (“Representative”), this Section 20 applies, and in such case, “you” and “your” means Representative, and any Affiliates of Representative who execute an Insertion Order, together with Advertisers. “Advertiser(s)” means an entity (including a sole proprietor) which is/will be enrolled in a Program by you. You also agree to the following:
a. Representative Obligations. Representative represents, warrants, and covenants that: (i) it is the authorized agent of the Advertiser and has the legal authority to enter into the Agreement on behalf of the Advertiser, make all decisions, and take all actions relating to the Advertiser’s accounts; (ii) by Representative executing an Insertion Order or otherwise enrolling an Advertiser in a Program, the Advertiser is also entering into the Agreement; (iii) Representative will not, without our prior written consent (a) make any representation, guarantee, condition, or warranty concerning any Program or Twitter Entity, including that Representative is an affiliate or partner of any Twitter Entity, (b) make any commitments (e.g., guarantees as to placement of ads) to an Advertiser or potential Advertiser regarding any Program, (c) negotiate any terms or conditions related to the Programs which may affect the rights, protections, and/or obligations of any Twitter Entity, and/or that are inconsistent with the Agreement, or (d) engage in any telesales or telemarketing in connection with any Program; and (iv) Representative will perform its duties pursuant to the Agreement in a professional manner consistent with the requirements established by us. Upon our request, Representative will immediately deliver to us each agreement that designates Representative as the Advertiser’s agent and authorizes Representative to act on the Advertiser’s behalf in connection with the Agreement. In the event of a termination of your relationship with an Advertiser, Representative agrees that such Advertiser may automatically and without further action continue to use the Materials, including account and performance history with respect to its ads, and Representative will no longer have API access for such Advertiser’s accounts. Representative will not at any time use data or information received in connection with the Agreement (a) to conduct any marketing efforts targeted at our existing advertisers, or (b) with an Advertiser other than the one in connection with which the data or information was received.
b. Payment Liability. We will hold Representative liable for payments under Section 2 above, solely to the extent Representative has received payment from the Advertiser on whose behalf it is acting; for sums not received by Representative, we will hold the Advertiser solely liable (“Sequential Liability”); provided, however, (i) if we do not offer credit to the applicable Advertiser or if we have not offered Representative Sequential Liability in a particular country, we will notify you of such rejection prior to the start of the applicable campaign (email acceptable), and in such case, if you elect to proceed with the campaign, and unless otherwise agreed upon in writing between or among Representative or Advertiser, on the one hand, and us, on the other hand, Representative and each Advertiser will be jointly and severally liable for all payment obligations pursuant to Section 2 above, and you hereby waive any Laws that may require us to proceed against one or more of you prior to proceeding against any others who may also be liable, and/or (ii) if Representative (x) breaches or allegedly breaches Section 20a.(i) above, or (y) fails to comply with our request to confirm whether an Advertiser has paid to it in advance funds sufficient to make payments pursuant to Section 2 above, Representative will be obligated to immediately pay all such amounts due us regardless of whether it has received payment from such Advertiser. You acknowledge that we may directly contact any Advertiser represented by Representative, including if we have not received payment for such Advertiser’s account within 45 days from the date of the applicable invoice. Should Representative enter into an IO for its own benefit, this MSA and applicable Program T&Cs will govern and the Representative will be deemed an Advertiser in those instances.
TWITTER ADS PROGRAM T&Cs
By participating in the Twitter Ads Program in a particular country, you agree that your participation will be governed by and subject to that certain twitter Master Services Agreement (the “MSA”) and the following Program T&Cs:
PROGRAM USE. We provide you with access to our Program for promoted tweets, promoted trends, and promoted accounts (respectively, the “Promoted Tweets, ” “Promoted Trends,” and “Promoted Accounts”), as well as other ad units we offer for your use (collectively the “Twitter Ads”). You will pay for all engagements, impressions, and/or clicks on your ads that we deliver, as stated on the applicable Insertion Order or in your online account. Promoted Tweets and Promoted Accounts are displayed on a space-available basis and are not guaranteed to appear on the Twitter Network. Except with respect to Promoted Tweets and Promoted Accounts, (i) the last sentence of Section 5 of the MSA does not apply to Ads distributed under the Twitter Ads Program, and (ii) we will use commercially reasonable efforts to deliver engagements, impressions or clicks (each an “Action,” collectively “Actions”) as specified in an Insertion Order, as applicable.
PLACEMENT OF ADS. You may choose to place Promoted Tweets on the "Twitter Audience Platform," which consists of mobile applications and websites on the Twitter Network that may not be owned or operated by Twitter. For clarity, any ad unit, in any form, distributed via the Twitter Audience Platform will be considered a Promoted Tweet. Twitter will deliver the type of engagements specified on the applicable Insertion Order, but we may do so by bidding on ad inventory on a different cost basis (e.g., you may pay on a cost per install basis, but Twitter may deliver those installs by purchasing ad inventory on a cost per impression basis). If your Materials, including any updates, are not given to us three (3) days prior to the anticipated start date of the campaign, or do not conform to the Policies and specifications, (i) we are not required to fulfill the guaranteed portion(s) of the Insertion Order, and (ii) you are still responsible for all Twitter Ads purchased pursuant to the Insertion Order.
MAKE GOODS. Except for Promoted Tweets and Promoted Accounts, if we fail to deliver, by the end of the period specified in an Insertion Order, the aggregate number of Actions as agreed in the Insertion Order (subject to any reductions permitted under Section 2 above), then, notwithstanding anything to the contrary in the Agreement, our sole liability is limited, at our election, to one of the following: (i) a refund of any prepaid charges representing the Actions that were undelivered; (ii) delivery of the Actions at a later time in a comparable position as determined by us; and/or (iii) an extension of the term of the Insertion Order (confirmed by us via email) with a refund representing any remaining undelivered impressions at the end of such extended term.
DATA USAGE. In addition to the restrictions set forth in the MSA, you and we agree as follows:
a. Definitions. As used in the Agreement, the following terms will have the following definitions: (i) “User Volunteered Data” is PII collected by you or us from individual users during delivery of an ad pursuant to an applicable Insertion Order, but only where it is expressly disclosed to such individual users that such collection is solely on your behalf (e.g. a lead generation card); (ii) “IO Details” are details set forth in an applicable Insertion Order but only when expressly associated with you or us, including ad pricing and placement information, ad description, and ad targeting information; (iii) “Performance Data” is data regarding a campaign gathered during delivery of an ad pursuant to an applicable Insertion Order (e.g., number of impressions, engagements, and header information), but excluding Site Data or IO Details; (iv) “Site Data” is any data that is (a) our preexisting data used by us pursuant to an applicable Insertion Order, (b) gathered pursuant to an Insertion Order during delivery of an ad that identifies or allows identification of us, our site, brand, content, context, or users, or (c) entered by users on the Twitter Network other than User Volunteered Data; and (vi) “Repurposing” means retargeting a user or appending data to a non-public profile regarding a user for purposes other than performance of an applicable Insertion Order.
TERMINATION; EFFECTS OF TERMINATION. Notwithstanding Section 11 of the MSA, (a) you may cancel Promoted Tweets or Promoted Accounts upon three (3) days prior written notice to us (email acceptable); (b) you may cancel Promoted Trends upon thirty (30) days prior written notice to us (email acceptable); and (c) you may not cancel Promoted Trends identified by Twitter as “premium.” If you terminate these Twitter Ads Program T&Cs, all terms and conditions of the Agreement will survive until such time as all Insertion Orders under this Program have ended. Sections 3, 4, and 5 of these Twitter Ads Program T&Cs will survive any such termination.
TWITTER TAILORED AUDIENCES PROGRAM T&Cs
By participating in the Twitter Tailored Audiences Program, under the Twitter Ads Program, in a particular country, your participation will be governed by and subject to that certain Twitter Master Services Agreement (the “MSA”), the Twitter Ads Program T&Cs, and the following Tailored Audiences Program T&Cs (collectively, the “Agreement”):
- We provide you with access to the Tailored Audiences Program for use to match and create tailored audiences (which may include email, cookies, device IDs, tracking pixels, etc.) for use in connection with your advertising campaigns on the Twitter Network. The match is the process whereby you, we or your third party service provider approved by us (“Data Partner”) provides us with a set of users or devices, and by which Twitter then matches those users or devices to our users. If you participate in the Twitter Conversion Tracking Program, we will use Conversion Data to create tailored audiences for you. We will cease creating tailored audiences for you based on a conversion if you disable the tailored audiences feature for such conversion.
- Subject to the applicable Insertion Order and the terms referenced herein, we will use such tailored audiences, which will be stored in your account, to target or retarget, as applicable, advertising on the Twitter Network.
RESTRICTIONS. Data that you provide to us to use for matching will not be shared with other advertisers or third parties without your consent, and will be deleted after the matching process is complete. Unless you notify us otherwise in writing, we will, however, share data about your Tailored Audiences Program advertising campaigns with your Data Partner (as applicable). Tailored audiences that you create for your advertising campaigns will not be (i) disclosed to any other advertiser or any third party (other than the Data Partner, if and as applicable), or (ii) used by Twitter except to provide services to you, unless we have your permission or are required to do so by law. Notwithstanding the restrictions contained herein, Conversion Data may be used as described in the Conversion Tracking Program T&Cs.
DATA USAGE AND OPT-OUT. With respect to any data used in connection with the Tailored Audiences Program, you agree and will ensure that your Data Partner (as applicable) agrees (i) that you or such Data Partner (as applicable) have secured all necessary rights, consents, waivers and licenses for use of such data, and (ii) that you or such Data Partner (as applicable) have provided any users from whom the data is collected with legally-sufficient notice that fully discloses the collection, use and sharing of the data you provide to us for purposes of serving ads targeted to users’ interests, and legally sufficient instructions on how they can opt out of our interest-based advertising through the methods described here (https://support.twitter.com/articles/20170405). Data you use in connection with the Tailored Audiences Program and/or to create your tailored audience will not include any data from any user who has opted out of having his/her data used by you, your Data Partner, or any third party on your behalf. You will provide the data in a format selected by us and acceptable to the Data Partner (as applicable) within a sufficient period of time prior to the scheduled start date of the applicable Insertion Order.
REPRESENTATIVES. If you are a Representative using this Tailored Audiences Program and/or any data on behalf of a third party advertiser, you represent and warrant that you have the authority as agent of such advertiser to use the data on their behalf and bind such advertiser to these Tailored Audiences Program T&Cs.
TERMINATION; EFFECT OF TERMINATION. You may terminate your use of the Tailored Audiences Program at any time with notice to us and by way of deleting your tailored audiences from your account. You acknowledge and agree that in the event you terminate your participation in the Tailored Audiences Program and/or delete your data, we will be unable to continue to provide the services to you in connection with the Tailored Audiences Program. Further, if you terminate these Tailored Audiences Program T&Cs, all terms and conditions of the Agreement will survive until such time as all Insertion Orders under this Tailored Audiences Program have ended. Sections 2-6 of these Tailored Audiences Program T&Cs will survive any such termination.
OTHER. Except where expressly noted otherwise, in the event of any conflict between these Tailored Audiences Program T&Cs, the Twitter Ads Program T&Cs, the Conversion Tracking Program T&Cs and the MSA, these Tailored Audiences Program T&Cs will govern with respect to the conflict only.
TWITTER CONVERSION TRACKING PROGRAM T&CS
By participating in the Twitter Conversion Tracking Program, under the Twitter Ads Program, in a particular country, your participation will be governed by and subject to the Twitter Master Services Agreement, the Twitter Ads Program T&Cs, the Twitter Tailored Audiences Program T&Cs, as applicable, and the following Conversion Tracking Program T&Cs:
PROGRAM USE. We provide you with access to the Conversion Tracking Program, in which we, directly or through a third party, measure or assist in measuring conversions or actions of users on your websites or mobile applications. “Conversion Data” means (i) data regarding conversions or actions of users on your websites or mobile applications that you transmit or make available to Twitter in connection with this Conversion Tracking Program, (ii) data Twitter transmits or makes available to you in connection with this Conversion Tracking Program, and (iii) the combination of such data. For clarity, nothing herein will be construed to restrict you from independently collecting data from your websites or mobile applications, or from using such independently collected data in any way. We will use Conversion Data to measure conversions and provide you with metrics, and may further use Conversion Data to (i) create Tailored Audiences for your use, (ii) optimize ad targeting, and (iii) improve our systems.
WEBSITE TAG. The Twitter website tag (the “Tag”) is Twitter Code. We grant you a nonexclusive, limited, non-transferable, revocable, and non-sublicensable license to use the Tag solely in connection with the Services.
DATA USE AND COST PER INSTALL CAMPAIGNS. You may use Conversion Data only (1) in aggregated and anonymous form for optimizing your Twitter advertising campaigns, and (2) in connection with the Tailored Audiences Program. You may not use Conversion Data for any other purpose, including Repurposing (except through the Tailored Audiences Program), and you may not co-mingle Conversion Data with other data or across advertising campaigns. If you purchase Twitter Ads on a cost per install basis, you will (or will cause a third party to) provide Twitter with device-level Conversion Data sufficient to allow Twitter to identify all installs of your mobile application arising from the applicable campaigns.
DATA RETENTION. In the event you receive Conversion Data that is not in aggregated and anonymous form, you will destroy such Conversion Data (a) the sooner of six (6) months of receipt of such data or when you no longer have a legitimate business need to retain it, or (b) within ninety (90) days of receipt if it contains IO Details or data that would reasonably enable you to identify a specific user on Twitter.
COMPLIANCE. You must provide your end users legally-sufficient notice that you are working with third parties to collect user data through your websites or mobile applications for purposes of serving ads targeted to their interests and legally-sufficient instructions for such users on how they can opt out of interest-based advertising. You acknowledge that, in the case of Conversion Tracking on your website, users may opt out of interest-based advertising through the Do Not Track functionality in their web browser, or through such other methods as Twitter may specify from time to time at https://support.twitter.com/articles/20170405 (or any successor url). Your participation in the Conversion Tracking Program is subject to Twitter’s Policies for Conversion Tracking and Tailored Audiences, at https://support.twitter.com/articles/20171365 (or any successor url).
TERMINATION; EFFECT OF TERMINATION. You may terminate your use of the Conversion Tracking Program at any time by ceasing to transmit Conversion Data to us. If you otherwise provide us with notice of termination of these Conversion Tracking Program T&Cs, all terms and conditions of the Agreement will survive until such time as you cease transmitting Conversion Data to us. Sections 3-6 of these Conversion Tracking Program T&Cs will survive any such termination.
TAPCOMMERCE MOBILE RETARGETING PROGRAM T&Cs
By participating in the TapCommerce Mobile Retargeting Program, under the Twitter Ads Program, in a particular country, your participation will be governed by and subject to the Twitter Master Services Agreement (the "MSA"), the Twitter Ads Program T&Cs, and the following TapCommerce Mobile Retargeting Program T&Cs:
- We provide you with access to the TapCommerce Mobile Retargeting Program, in which, subject to the applicable Insertion Order and the terms referenced herein, you authorize Twitter to identify inventory and purchase advertising placements in mobile applications on the Twitter Network that are not owned or operated by Twitter in accordance herewith (the “TapCommerce Mobile Retargeting Program”).
- While you participate in the TapCommerce Mobile Retargeting Program, Twitter may assist with creating, establishing, delivering and optimizing the applicable campaigns, provided that we will not exceed the budget set forth on the applicable Insertion Order. Further, in creating, establishing, delivering and optimizing, or otherwise supporting your campaigns, Twitter does not guarantee the performance of your ad campaigns, and you, not Twitter, will remain solely responsible for the content of your Twitter Ads.
- Twitter may deliver engagements specified on the applicable Insertion Order by bidding on ad inventory on a different cost basis (e.g., you may pay on a cost-per-click (CPC) basis, but Twitter may deliver those installs by purchasing ad inventory on a cost-per-impression (CPM) basis).
- Subject to the applicable Insertion Order and the terms referenced herein, we will use the data you provide to us, to target or retarget, as applicable, advertising on the Twitter Network. If you participate in the Twitter Conversion Tracking Program, we will also use Conversion Data to target or retarget, as applicable, advertising on the Twitter Network.
- All ad units, in any form, distributed via the TapCommerce Mobile Retargeting Program will be considered Promoted Tweets under the MSA, and all provisions regarding Promoted Tweets in the MSA and applicable Program T&Cs will apply.
- Your use of the TapCommerce Mobile Retargeting Program is subject to the Policies and applicable TapCommerce policies currently located at http://tapcommerce.com/policies.html.
RESTRICTIONS. With respect to any data used in connection with the TapCommerce Mobile Retargeting Program, you agree that you have secured all necessary rights, consents, waivers and licenses for use of such data. In addition to any prohibitions set forth in the MSA, you will not, and will not allow any third party to, encourage or require end users to click on ads through offering cash, prizes, or anything else of monetary value, or any other methods that are manipulative, deceptive, malicious, or fraudulent.
REPRESENTATIVES. If you are a Representative using this TapCommerce Mobile Retargeting Program and/or any data on behalf of a third party advertiser, you represent and warrant that you have the authority as agent of such advertiser to use the data on their behalf and bind such advertiser to these the TapCommerce Mobile Retargeting Program T&Cs.
TERMINATION; EFFECT OF TERMINATION. We may update or modify the TapCommerce Mobile Retargeting Program features or functionality, in our sole discretion, at any time. Notwithstanding anything to the contrary in the Agreement, you or we may terminate any Insertion Order under this TapCommerce Mobile Retargeting Program with 2 business days’ notice to the other. Sections 1 (as applicable) and 2-4 of these TapCommerce Mobile Retargeting Program T&Cs will survive any such termination.
OTHER. The TapCommerce Mobile Retargeting Program is a Program governed by the MSA and the applicable T&Cs, and your use thereof is subject to all applicable provisions regarding Twitter Programs. Access to this Program is solely at Twitter’s discretion.
NICHE PROGRAM T&Cs
By participating in the Niche Program in a particular country, your participation will be governed by and subject to the Twitter Master Services Agreement (the "MSA") and the following Niche Program T&Cs:
PROGRAM USE. We provide you with access to our Program to launch a social media marketing campaign ("Campaign"), including (a) strategic planning and Campaign management prior to and throughout the duration of the Niche Campaign ("Campaign Period"), and (b) access to our proprietary software platform (the "Niche Dashboard") for you to: (i) identify and plan Campaign objectives; (ii) select Creators to produce Campaign content; (iii) access the agreed upon Campaign schedule and deadlines; (iv) approve initial Campaign concepts proposed by Creators; (v) approve final Campaign Posts; and (vi) receive Campaign performance data during and at the conclusion of each Campaign Period, including paid and organic social media metrics by platform within thirty (30) days of the end of each Campaign Period. In order for the services and deliverables to be provided on schedule, your cooperation with the timely provision of necessary materials and approvals is required. In the event that you fail to provide approval or rejection of a proposed Campaign Post within three (3) business days of the notice date of its availability on the Niche Dashboard, it shall be deemed accepted. Any and all Campaign Posts approved by you will be considered your Materials and Twitter will not be responsible for any aspect of your Materials. Twitter will not be responsible for any costs or delays due to acts or omissions by you or any third party acting on your behalf in connection with providing the necessary materials and approvals.
a. Campaign Development and Support. In connection with each Campaign, we may provide you with development, support and analytic services.
a. Integration of Materials. If your Materials for use in the Campaign are not provided at least three (3) days prior to the deadline for Campaign Posts to be made available on the Niche Dashboard for your approval, the Creator is not obligated to deliver the Campaign Posts.
OWNERSHIP; USE OF CAMPAIGN POSTS. Campaign Posts shall be owned by the Creator creating each Campaign Post, with the exception of any Materials provided by you, which hereby shall be licensed to Creator and Niche in perpetuity solely for use in connection with the Campaign Post, and any third party licenses incorporated therein. You are permitted to share and/or re-post Campaign Posts and the name and likeness of each Creator during the Campaign Period on your own social media channels in accordance with the terms of service of the social media platform on which they are posted. Any other media or locations where you may wish to display the Campaign Posts, either digital or otherwise, including but not limited to your websites or apps, must be specified in an SOW or IO. All Campaign Posts may be (but are not required to be) deleted by Creators at the end of the Campaign Period, unless otherwise specified in an SOW or IO.
INDEMNIFICATION. In addition to the indemnification provision in the MSA, in connection with Niche, Twitter will indemnify, defend, and hold you and your affiliates harmless from all third party claims that arise out of or in connection with our breach of our representations set forth in the agreements for your Niche Campaign. Such indemnification shall not extend to any claim arising out of or in connection with any materials provided or approved by you or on your behalf by a third party.
LIMITATION OF LIABILITY. IN ADDITION TO, AND NOT IN LIEU OF, THE LIMITATION OF LIABILITY IN THE MSA:
a. YOU ACKNOWLEDGE THAT TWITTER DOES NOT HAVE CONTROL OVER (I) THE PROCESS BY WHICH CREATORS PRODUCE CAMPAIGN POSTS; (II) ANY OTHER THIRD PARTY CONTENT, INFORMATION, OR MATERIALS INCLUDING WITHOUT LIMITATION, ANY USER-GENERATED CONTENT; (III) THE TERMS OF SERVICE OR DISCLOSURES ON THIRD PARTY SITES OR PLATFORMS; OR (IV) ANY DELAYS OR OUTAGES CAUSED BY OR OCCURRING ON ANY THIRD PARTY SITES OR PLATFORMS; AND
TERMINATION; EFFECT OF TERMINATION. We may suspend or terminate the Niche Program at any time, or update or modify the Niche Program features or functionality, in our sole discretion, at any time. You may terminate your use of the Niche Program at any time with written notice to us. If you terminate these Niche Program T&Cs, all terms and conditions hereof will survive until such time as all SOWs and IOs under this Program have ended. In the event that you elect to cancel any SOW or IO (i) for a material uncured breach by us or a Creator, you shall remain responsible for the fee of all Niche services and Campaign Posts approved prior to the date of termination; or (ii) other than for a material uncured breach, you shall remain responsible for the full fee set forth in the applicable SOW or IO, regardless of whether the Campaign Posts were delivered for acceptance or posted. Sections 3-8 of these Niche Program T&Cs will survive any termination.
ORDER OF PRECEDENCE. If there is a conflict between the MSA, these Niche Program T&Cs and any SOW, the conflict will be resolved according to the following order of precedence: (1) SOW; (2) Niche Program T&Cs; and (3) MSA. Each IO shall be governed by the terms set forth in these agreements.
The Niche Program ("Niche") is a service to companies that desire to enhance their social media presence ("you"), with creative content from social media talent (each a "Creator) as facilitated by Twitter through campaign services. Twitter is not an agent of any Creator. By agreeing to these terms and using Niche, you acknowledge and agree that Twitter does not and will not exercise control over your requests to engage any Creator, your selection of a Creator, the process or work product of any Creator, or your use of any Creator's work product.
b. Campaign Posts. We provide you with a list of proposed Creators for your Campaign, subject to your reasonable acceptance, who will create social media posts based on your brand guidelines and requirements ("Campaign Posts"). After your acceptance thereof, Creators will upload Campaign Posts to their social media channels set forth on the applicable Statement of Work ("SOW") and/or IO (as used herein, "IO" shall refer to an insertion order with Twitter which includes a Niche Campaign). You acknowledge and agree that all Campaign Posts shall be subject to the terms of service of the social media platform on which they are posted.
b. Alternate Creators. You agree to select alternate Creators for the Campaign, in addition to those that are your first choice. In the event that a Creator does not create the Campaign Posts that they were selected to create, Niche shall engage an alternate Creator selected by you to create the Campaign Posts, unless otherwise agreed to by Niche and you.
c. Modifications. So long as the proposed Campaign Posts adhere to the brand guidelines and requirements set forth in an SOW and/or IO, any requested edits, revisions, re-shoots, etc. shall be subject to an additional fee and paid by you, which shall be represented in writing agreed to by Niche and you. No revisions shall be made to the Campaign Posts after your approval.
d. Payments. The fee for each Niche Campaign shall be invoiced upon your acceptance of the Campaign Posts delivered to the Niche Dashboard and payable in conformance with the payment terms in the MSA.
e. No Solicitation. During a Niche Campaign and for a period of six (6) months thereafter, you shall not directly or indirectly, solicit or hire, as an employee or consultant, any Creator that was proposed by Niche or selected by you for your Niche Campaign, other than in connection with a subsequent Niche Campaign, without our prior written consent.
b. EACH PARTY’S LIABILITY IN CONNECTION WITH (i) THE NICHE PROGRAM, AND (ii) THE CAMPAIGN POSTS RUN BY CREATORS ON ANY THIRD PARTY SITES OR PLATFORMS WILL BE STRICTLY LIMITED TO THE AMOUNT PAID OR PAYABLE FOR THE NICHE CAMPAIGN GIVING RISE TO THE CLAIM.
AMPLIFY PROGRAM T&Cs
By participating in the Amplify Program, under the Twitter Ads Program, in a particular country, your participation will be governed by and subject to the Twitter Master Services Agreement (the “MSA”), the Twitter Ads Program T&Cs, and the following Amplify Program T&Cs:
a. We provide you access to the Amplify Program, which enables you to upload advertising content or materials ("Amplify Ads," which shall be deemed "Materials," as set forth in the MSA) into your account for use and display in conjunction with third party Tweets (defined below) (“Publisher Content," together with Amplify Ads, "Media"). For the purposes of these Amplify Program T&Cs, a "Tweet" means a short-form text and multimedia-based message distributed via the Twitter Service. If applicable, you may set forth certain targeting and/or categorization criteria for use in connection with the display of your Amplify Ads through the Amplify Program.
b. Any and all Amplify Ads or Media displayed via the Amplify Program will be considered Twitter Ads, as set forth in the MSA, and all provisions regarding Twitter Ads in the MSA will apply.
RESTRICTIONS. With respect to any Materials used in connection with the Amplify Program, you have secured all necessary rights, consents, waivers and licenses for use of such Materials. Further, you will not, and will not allow any third party to, encourage or requires users to engage with Amplify Ads in such a fashion that may be misleading or deceptive to the user accessing the Amplify Ad or Media, which may include methods such as offering incentives, points, rewards, cash, prizes, or anything else monetary value, or any other methods that are malicious or fraudulent.
TERMINATION; EFFECT OF TERMINATION. We may update or modify the Amplify Program features or functionality, in our sole discretion, at any time. Notwithstanding anything to the contrary in the Agreement, either party may terminate any Insertion Order under this Amplify Program within two (2) business days notice to the other party.
OTHER. Access to this Amplify Program is in Twitter's sole discretion.