DISNEY ADVERTISING SALES / HULU

LIVERAMP - ADVERTISER DATA DESTINATION TERMS

Last Updated: July 26, 2023

By selecting Disney Advertising Sales or Hulu (collectively “Disney”) as a destination point through the LiveRamp service and clicking “I AGREE”, you and the entity you represent (“You”) agree to all of the terms stated below (“Disney Terms”). These Disney Terms govern the creation, activation and use of Custom Segment(s) as contemplated herein in connection with Advertiser’s advertising campaigns that are run on Disney Properties (“Permitted Use“). If You or Advertiser have a separate agreement with Disney that governs the Permitted Use of Custom Segment(s), then such separate agreement will supersede the terms below in the event of a conflict.

Definitions. “Advertiser” shall mean the entity who has entered into a campaign-related agreement with Disney. “Advertiser Data” shall mean any data provided or otherwise made available by You or on Advertiser’s behalf. “Disney Data” shall mean data owned or licensed by Disney, its affiliates, and its service providers. “Custom Segment” shall mean a segment based off an overlap between Advertiser Data and Disney Data conducted by LiveRamp. “Disney Properties” shall mean any website, application or other online service that is owned, licensed, affiliated, branded, controlled, or managed by Disney or its affiliate (e.g. ABC, ESPN, Disney+, Freeform, FX, Nat Geo, Hulu, etc.), or any property on which Disney has a contractual right to run advertisements. “Rules” shall mean all U.S. federal, state and local laws, rules, regulations, statutes, ordinances, decrees, directives, advertising industry self-regulatory codes, guidelines and standards, and platform terms and policies applicable to Your provision of Advertiser Data and the creation, activation, and use of Custom Segment(s). “Personal Information” shall mean any information that refers, is related to, or is associated with an identified or identifiable individual or as otherwise may be defined as “personal information”, “personal data”, or a similar term by the Rules. By way of example, but not limitation, Personal Information includes an individual’s name, email address, government assigned identifier, telephone number, health information, precise geolocation information, and payment card information.
You represent and warrant that You have obtained and will maintain all rights and consents necessary to obtain, transmit and make available the Advertiser Data for the creation, activation, and use of Custom Segment(s) by Disney and its vendors for the Permitted Use.
You acknowledge and agree that Disney has the right to use the Custom Segments and share them with Disney’s vendors that provide services for the Permitted Use (e.g., ad servers, data platforms, measurement vendors, etc.).
You represent and warrant that the Advertiser Data has been collected in compliance with all applicable Rules and that the Permitted Use of Custom Segments will not cause Disney to violate any applicable Rule.
You represent and warrant that You will only make available the Advertiser Data that Disney specifically authorizes and that such data will not contain (a) any Personal Information defined as sensitive under the Rules, including the Self-Regulatory Principles of the Digital Advertising Alliance and the Code of Conduct of the Network Advertising Initiative, (b) any Personal Information that may trigger an obligation to notify end users of a data breach under any applicable Rules, (c) any information collected from a person under the age of 16 or otherwise deemed to be a child or minor under applicable Rules, (d) any information collected from non-U.S. residents, unless otherwise agreed to by Disney in writing, or (e) any Personal Information of any end user that has withdrawn consent, requested deletion, or opted out of certain processing, as contemplated under applicable Rules and including without limitation via a global privacy control signal.
You represent and warrant that any technology or content utilized by You to transmit Advertiser Data shall not disrupt, damage or interfere with any Disney Property or Disney’s use of any of its systems or content or LiveRamp.
You represent and warrant that You have the authority to accept these Disney Terms and will be bound by the terms and conditions hereto. If You are providing Advertiser Data as agent for another individual or entity, including Advertiser, then You represent and warrant that: (a) You are authorized to, and do, bind that individual or entity to these Disney Terms; and (b) all of Your actions in connection with these Disney Terms are and will be within the scope of the agency relationship between You and that individual or entity, and in accordance with any applicable legal and fiduciary duties. If You are providing Advertiser Data as principal in connection with services You provide to another individual or entity, then You represent and warrant that You will ensure that such individual or entity will comply with, and You will remain primarily liable for, any obligations ascribed to that individual or entity under these Disney Terms.
Without limiting any other remedy, You shall indemnify, hold harmless and (upon request by Disney) defend Disney and each of its affiliates, their respective officers, directors, shareholders, employees, and service providers and their successors and assigns from any and all claims, actions, demands, damages, liabilities, costs, fees, penalties, fines, losses or expenses (including but not limited to reasonable attorneys’ fees) arising out of or related to any allegation that You have breached any obligation, representation or warranty set forth in these Disney Terms.
You may have access to and acquire knowledge from discussions with Disney and its personnel and from material, data, systems and other information of or with respect to Disney which may not be accessible or known to the general public (“Confidential Information”). Confidential Information shall not include any information that: (a) has entered or subsequently enters the public domain without Your breach of any obligation under Disney Terms, (b) was known to You prior to disclosure of such information by Disney to You, (c) is obtained from a third party without violation of an obligation of nondisclosure and without restrictions on its disclosure, or (d) is independently developed by You without reference to or use of Disney’s Confidential Information. You shall treat the existence of these Disney Terms and any information shared by Disney to You as Confidential Information. Confidential Information shall be held in confidence and shall not be used by You other than for the limited purpose of fulfilling Your obligations with respect to these Disney Terms, except that You may disclose this information to Your advisors or affiliates which are subject to confidentiality obligations at least as restrictive as those established by this paragraph. If requested by Disney, You shall promptly return or destroy all written or physical embodiments (including copies) of Disney’s Confidential Information, destroy all other forms of the Confidential Information (including electronic images) in Your possession, and certify that the Confidential Information has been so returned or destroyed.
These Disney Terms are governed by and construed in accordance with the laws of the State of New York and the laws of the United States, without giving effect to any conflict of law principles. You agree that any action at law or in equity arising out of or relating to these Disney Terms shall be filed, and that venue properly lies, only in the state or federal courts located in the borough of Manhattan, New York, New York, United States of America and you consent and submit to the personal jurisdiction of such courts. If any provision of these Disney Terms shall be unlawful, void or unenforceable, then that provision shall be deemed severable from these Disney Terms and shall not affect the validity and enforceability of any remaining provisions. These Disney Terms will remain in effect so long as You authorize Custom Segments to be used in connection with Advertiser’s Campaigns on Disney Property(ies), unless expressly superseded or terminated by written mutual agreement of You and Disney. Disney may modify these Disney Terms from time to time and if it does so, Disney will notify You by making the revised version available on this page and will indicate at the top the date that the modifications were last made. These Disney Terms constitute the entire understanding between You and Disney with respect solely to the subject matter hereof and supersedes any prior communication or representation, whether oral or in writing. Any failure to enforce performance of any of the provisions of these Disney Terms or to exercise any rights or remedies under these Disney Terms or otherwise by law shall not be construed as a waiver of the right to assert or rely upon the provision, right, or remedy in that or any other instance; rather the provision, right, or remedy shall be and remain in full force and effect.