1. Confirm that You are authorized to act on behalf of Advertiser or Agency, as applicable.
2. Verify that Advertiser or Agency is in good standing.
3. Confirm that Agency is authorized to act on behalf of Advertiser, including requesting Agency to provide documentation of agency authority for Advertiser.
4. Otherwise validate Advertiser or Agency, including via industry classification, corporate filings, etc. If DAS is unable to do so, it may refuse or revoke access to the Portal. Advertiser may authorize individuals or Agencies to access and use its account, but Advertiser is responsible for any and all activity related to the account. Agencies may authorize individuals to access and use its account, but Agency is responsible for any and all activity related to the account.The Portal may not be used for any purposes that are not expressly permitted by these Terms or are otherwise prohibited under applicable law, including any activity that interferes with or disrupts, damages, disables, or otherwise impairs the Portal (or the connected servers and networks). DAS has no obligation to grant You, any Advertiser or any Agency access to the Portal and DAS reserves the right to revoke, restrict, or suspend access to the Portal at any time without notice or liability, if DAS determines or reasonably believes You, Advertiser, or Agency has breached these Terms, violated any law, rule, or regulation, engaged in other inappropriate conduct, or for any other business reason. Advertiser may authorize individuals to access and use Advertiser’s Portal account, provided Advertiser shall be liable and responsible for all activity that occurs under Advertiser’s Portal account, including, but not limited to, establishing, managing and revoking access levels for Advertiser’s account. Agency may authorize individuals to access and use Agency’s account, provided Agency shall be liable and responsible for all activity that occurs under Agency’s account, including, but not limited to, establishing, managing and revoking access levels for Agency’s account. Any individual granted access to a Portal account must comply with these Terms

1. “Ad” means any advertising materials or content, including without limitation any artwork, written text, images, trademarks, logos, service marks, video, audio, data files, URLs, or any other intellectual property or content, submitted by or on behalf of Advertiser in connection with the placement and display of such materials or content on Disney Platforms. “Disney Platforms” means those websites, applications, platforms or other online services, now known or hereafter devised, that are owned, licensed, affiliated, branded, controlled, or managed by DAS or its affiliates or its subsidiaries.
2. Reporting. Advertiser (or Agency acting on Advertiser’s behalf) may only access reporting about the performance of Advertiser’s campaigns via the Portal within twelve (12) months of the respective campaign; provided, however, DAS makes no guarantees as to the accuracy, suitability or reliability of such information (if any). DAS is under no obligation to provide Advertiser with additional detail regarding the performance of an Ad or any other aspects of the campaign. Among other things, DAS will not identify the specific piece(s) of content during which an Ad was delivered, the specific demographics for viewers of an Ad, or the air times during which an Ad was displayed. All reporting and any data or information, including without limitation Reporting Data (as defined below) contained in such reports may only be used in accordance with Section 4(a) below. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PORTAL AND REPORTING DATA ARE PROVIDED “AS IS” AND DAS DISCLAIMS, AND YOU, ADVERTISER AND AGENCY WAIVE, ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, CONCERNING THE PORTAL AND REPORTING DATA, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, QUALITY, COMPLETENESS, AVAILABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY AND PRIVACY OF YOUR, ADVERTISER’S OR AGENCY’S DATA, COMPATIBILITY AND NON-INFRINGEMENT. YOU, ADVERTISER AND AGENCY EACH AGREE THAT YOU, ADVERTISER AND/OR AGENCY MAY ENCOUNTER CERTAIN BUGS, TEMPORARY SERVICE OUTAGES, OR LOSS OF CERTAIN FUNCTIONALITIES IN CONNECTION WITH THE PORTAL. DAS DOES NOT WARRANT THAT THE PORTAL WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ACCURATE, ERROR FREE, OR RELIABLE. DAS MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY SERVICE PROVIDERS THAT HELP ADMINISTER AND OPERATE ANY ASPECT OF THE PORTAL.

1. Usage Except as expressly permitted by DAS in writing, and subject to any restrictions set forth in these Terms, Advertiser and Agency may only utilize and access the Portal, including the Reporting Data, for the purpose of:
   
   1. Assessing the effectiveness and performance of Advertiser’s campaigns on Disney Platforms; and
   2. Planning Advertiser’s campaigns on Disney Platforms.
      Any other use of Reporting Data, including the manipulation of data fields within the Portal, is expressly prohibited.
      For the purposes of these Terms, “Reporting Data” means any data that is accessed, viewed, received, or derived by Advertiser or Agency or otherwise provided or made available to Advertiser or Agency in connection with the Portal, including any campaign reporting, performance metrics, and any data or information available within the Portal.  Each of Advertiser and Agency acknowledges and agrees that Advertiser and Agency are only permitted to access and view Reporting Data and reports for which the respective Advertiser (or Agency) has been granted access to specifically by DAS.
2. Restrictions. Except as otherwise permitted in these Terms, Advertiser and Agency will not and will not attempt to:
   
   1. Create compilations or combinations of Reporting Data.
   2. Commingle Reporting Data with other data or across advertising campaigns on platforms other than Disney Platforms.
   3. Disclose, sell, rent, transfer, sublicense, or provide access to Reporting Data, in whole or in part, to any affiliate, third party, ad network, ad exchange, advertising broker, or other advertising service.
3. Privacy Policy. For more information about our collection, use, and sharing of Your information, please refer to the Portal’s Privacy Policy, which can be found at https://sites.disney.com/ngr-privacy-policy and is incorporated herein by reference. In addition, Advertiser agrees that it will post a privacy policy on its websites, mobile platforms, and other online services that complies with applicable law.
4. Each of Advertiser and Agency will take all necessary and appropriate steps to prevent unauthorized users from accessing its Portal account.
5. Confidentiality and Ownership of Reporting Data. Reporting Data shall be considered confidential information of DAS. In addition to the use and disclosure restrictions set forth above, You, Advertiser and Agency will limit disclosing Reporting Data to only the minimum number of employees with a need to know such information for the permitted uses outlined above and who are bound by confidentiality and non-use obligations at least as protective as those herein. You, Advertiser, and Agency will be responsible for any breach of confidentiality or any damages to, or claims against, DAS or any of its affiliates resulting from such disclosures. Upon request of DAS, all Reporting Data, including all copies of Reporting Data, will be deleted or returned to DAS. DAS is the exclusive owner of the Reporting Data and any components thereof, information, technology, methodologies, documents, and other tangible or intangible materials developed, collected, created, authored, invented and/or used in connection with the Reporting Data, other proprietary information of DAS, and any Trademarks.  You, Advertiser, or Agency shall not challenge, dispute, or dilute any proprietary rights of DAS.

1. 1. Advertiser’s Representations and Warranties. Advertiser represents and warrants that:
      
      1. Advertiser holds all the rights, power, and authority necessary to grant the license described in these Terms.
      2. All information provided by Advertiser in connection with the Portal is and will remain complete, correct, and current.
      3. Advertiser has obtained all registrations, authorizations and licenses required in the jurisdictions in which it is located, operates and/or advertises and that it is duly organized, validly existing and in good standing under the laws of such jurisdictions. Advertiser will promptly notify DAS if it ceases to be so registered, authorized or licensed.
      4. Advertiser has obtained all rights and consents necessary to obtain, transmit, make available and use all data within the Portal or provided by Advertiser in the course of or in connection with its use of the Portal.
   2. Your Representations and Warranties.You represent and warrant that:
      
      1. You are authorized to, and do, bind Advertiser or Agency, as applicable, to these Terms.
      2. All of Your actions in connection with the Portal are and will be within the scope of the agency or employment relationship between You and Advertiser or Agency, as applicable, and in accordance with any applicable law. If for any reason You have not bound Advertiser or Agency, as applicable, to these Terms, You will be liable for Advertiser’s or Agency’s, as applicable, obligations and breach under these Terms.
   3. Agency’s Representations and Warranties. Agency represents and warrants that it has the authority as Advertiser’s agent to bind Advertiser to these Terms and that all of Agency’s actions related to these Terms and the Portal will be within the scope of such agency.

• You, Advertiser and Agency, as applicable, will promptly deliver to DAS all Confidential Information, or destroy and certify destruction of all Confidential Information associated with the Portal; and
• The rights granted to You, Advertiser and Agency under these Terms with respect to the Portal and the Confidential Information will immediately terminate. DAS’s ownership of Your, Advertiser’s and Agency’s already-submitted Feedback (as defined below), as well as Your, Advertiser’s and Agency’s confidentiality obligations as they relate to the Portal, the various limitations on DAS’s liability, and the dispute resolution process, among others, will survive any expiration or termination of these Terms.

All continuing rights and obligations under these Terms will survive cancellation of Advertiser’s or Agency’s account.

1. IN NO EVENT WILL DAS OR ITS PARENT, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, THIRD PARTY SERVICE PROVIDERS (INCLUDING THOSE WHO HELP ADMINISTER AND OPERATE THE BETA PROGRAM), AGENTS, AND SUPPLIERS (INCLUDING DISTRIBUTORS AND CONTENT LICENSORS) (COLLECTIVELY, THE “DAS PARTIES”) BE LIABLE UNDER ANY LEGAL THEORY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES, HOWEVER CAUSED, ARISING OUT OF OR RELATING TO THE PORTAL, OUR RELATIONSHIP, OR THESE TERMS, EVEN IF THE DAS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF THE DAS PARTIES FOR ALL CLAIMS, LOSSES, DAMAGES AND EXPENSES RELATING TO OUT ARISING OUT OF THESE TERMS AND THE PORTAL SHALL NOT EXCEED ONE THOUSAND U.S. DOLLARS ($1,000). CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO ADVERTISER OR AGENCY, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY. NOTHING IN THESE TERMS SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS ARE MATERIAL TO THESE DISNEY CLIENT REPORTING PORTAL TERMS.
2. Advertiser’s Agreement to Indemnify. Advertiser agrees to and will indemnify, defend, and hold harmless the DAS Parties from and against any and all claims, actions, judgments, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees and costs, arising out of or related to any third-party claim relating in any way to:
   1. 1. The actual or alleged breach of these Terms, including the representations and warranties above by You, Advertiser or Agency.
      2. The actual or alleged violation of any applicable law or industry standard by You, Advertiser or Agency.
      3. Any actions taken by individuals with access to Advertiser’s or Agency’s account that relate to the Portal.
3. Your Agreement to Indemnify. In the event You are not authorized to bind Advertiser or Agency, as applicable, to these Terms or You act outside the scope of the agency or employment relationship between You and Advertiser or You and Agency, you agree to and will indemnify, defend, and hold harmless the DAS Parties from and against any and all claims, actions, judgments, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees and costs, arising out of or related to any third-party claim relating in any way to:
   1. 1. The actual or alleged breach of these Terms, including the representations and warranties above.
      2. The actual or alleged violation of any applicable law or industry standard.
4. Agency’s Agreement to Indemnify. Agency agrees to and will indemnify, defend, and hold harmless the DAS Parties from and against any and all claims, actions, judgments, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees and costs, arising out of or related to any third-party claim relating in any way to:
   1. 1. The actual or alleged breach of these Terms, including the representations and warranties above.
      2. The actual or alleged violation of any applicable law or industry standard.
      3. Any actions taken by individuals with access to Agency’s account that relate to the Portal.
      4. Agency’s actions on behalf of Advertiser regardless of whether such actions are within or outside the scope of such agency relationship.

As an exception to this arbitration agreement, You, Advertiser and/or Agency may pursue in small claims court any claim that is within that court’s jurisdiction as long as You, Advertiser and/or Agency proceeds only on an individual basis.

Adherence to this dispute resolution provision shall not limit any party’s right to obtain any provisional remedy, including without limitation, injunctive or similar relief from any court of competent jurisdiction.

1. 1. Governing Law. These Terms are governed by, and shall be construed in accordance with, the laws of the State of California, without giving effect to the conflict of law principles of any jurisdiction. You, Advertiser, Agency and DAS agree that any action at law or in equity arising out of or relating to these Terms that is not subject to arbitration shall be filed, and that venue properly lies, only in the state or federal courts located in Los Angeles, California, and You, Advertiser, and Agency consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action.
   2. Entire Agreement. These Terms are the parties’ entire agreement relating to their subject and supersede any prior or contemporaneous agreements on that subject. Unless otherwise explicitly agreed to in writing, no other terms will apply to Your, Advertiser’s or Agency’s use of the Portal.
   3. Notices. Notices under these Terms must be in writing and sent (a) if to DAS, to Disney Advertising Sales, LLC, 500 South Buena Vista Street, Burbank, CA 91521, Attn: General Counsel; and (b) if to You, Advertiser or Agency, to the email address or street address provided via the Portal.
   4. No Waiver. No party will be deemed to have waived any rights by not exercising or delaying exercising rights under these Terms. No waiver of any breach of these Terms shall be construed to be, or shall be, a waiver of any other breach of these Terms. No waiver shall be binding unless in writing and signed by the party waiving the breach.
   5. Severability. If any provision of these Terms or the application of any such provision is determined to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, without regard to the invalidity of the provision, and these Terms shall be construed as if the provision had never been in these Terms.
   6. Assignment. Neither You, Advertiser nor Agency may assign or transfer any rights, or delegate any duties, under these Terms without DAS’S prior written consent, and any attempted assignment, transfer or delegation without such consent shall be void. DAS can assign or otherwise transfer DAS’s rights under these Terms without consent from You, Advertiser or Agency.
   7. Third Party Beneficiaries. There are no third-party beneficiaries to the Terms.
   8. No Agency. These Terms do not establish any agency, partnership, or joint venture between You, Advertiser or Agency and DAS.
   9. Force Majeure. No party or its affiliates is liable for inadequate performance to the extent caused by a condition that was beyond its reasonable control.
   10. Reservation of Rights. All rights not expressly granted to You, Advertiser or Agency with respect to the Portal are hereby reserved by DAS.
   11. Communication. You, Advertiser and Agency agree to receive communications from DAS via e-mail, regular mail, or postings on the Portal, including communications regarding Your, Advertiser’s or Agency’s account, campaign or Ad(s), including through one or more third-party e-mail or survey services, via the contact information You, Advertiser or Agency provided as part of the Portal’s registration process. You, Advertiser and Agency agree that DAS may share such contact information with third-party services to the extent necessary to enable such communications. You, Advertiser and Agency also consent to receive communications that, without limitation:
       
       1. Solicit Feedback (as defined below) via e-mail, surveys, bug reports, or other feedback methods DAS may choose.
       2. Notify You, Advertiser and/or Agency of changes to the Portal, or these Terms.
       3. Tell You, Advertiser and/or Agency about future products and services of DAS.

       You, Advertiser and/or Agency may opt out of these communications from DAS by terminating Your, Advertiser’s and/or Agency’s, as applicable, respective account in the Portal.

   12. Feedback. DAS may, at its sole discretion, provide the opportunity to evaluate the Portal, including the opportunity to submit bug reports, evaluations, or proposed modifications (“Feedback”). You, Advertiser and Agency each agree that such Feedback will become the exclusive property of DAS, no matter the form or platform in which it is delivered. You, Advertiser and Agency further agree that DAS may incorporate and otherwise use and exploit all or any part of such Feedback or any derivative thereof in any manner or media without any compensation, credit or other obligation of any kind to You, Advertiser or Agency. You, Advertiser and Agency each represent and warrant that such Feedback does not and will not contain any confidential or proprietary information of any other person or business entity.
   13. Export Controls. Software and the transmission of applicable technical data, if any, in connection with the Portal are subject to export controls. You, Advertiser and Agency agree to comply with all applicable laws regarding software and the transmission of technical data exported from the United States or the country in which you reside.