Social Inventory Terms

The following terms (the “Social Terms”) shall apply to and govern all purchases made by advertiser (“Advertiser”) or its agency on behalf of Advertiser (“Agency”) of social media advertising inventory (“Network Property Deliverable”) pursuant to an insertion order (“IO”) entered into with Disney Advertising Sales, LLC (“DAS”) or any affiliate of DAS that is identified as the media company or publisher on the applicable IO (“Media Company”). Advertiser agrees that the Social Terms shall amend the applicable underlying terms in place between Advertiser and Media Company that govern the applicable IO (“Underlying Terms”) and shall supersede any inconsistent or conflicting terms in the IO or Underlying Terms.

1. For any Network Property Deliverable, including on YouTube, SnapChat, Twitter, Facebook, Instagram or any other social media platform (each, a “Network Property”), Advertiser shall comply with applicable terms, policies and guidelines made publicly available by such Network Property (“Network Property Terms”), including those listed herein, as such may be changed or updated by the Network Properties from time to time. Media Company remains responsible for operations on a Network Property for which it has direct control and, to the extent Advertiser is a direct indemnitee of any indemnification obligations contracted for by Media Company from the Network Property owner, Media Company will pass-through such indemnity to Advertiser. Media Company shall not otherwise be liable for any claims, damages or losses arising from a Network Property’s operation of its platform, including a Network Property’s collection and use of data. Advertiser will indemnify and hold the applicable Network Property owner and Media Company harmless from and against any claims, losses or damages arising out of any breach or alleged breach of these Social Terms, including any applicable Network Property Terms. Advertiser shall be responsible for compliance of these Social Terms by its Agency and Advertiser’s vendors, and Advertiser’s indemnification obligation above shall extend to any acts, omissions, services and deliverables of its Agency and Advertiser’s vendors.
2. The measurement used for invoicing advertising fees for Network Property Deliverables will be determined by the Network Property’s ad server.
3. TWITTER SPONSORSHIP: For deliverables on Twitter, Advertiser agrees that the following terms will apply: (i) Excluding terms applicable to payment remittance, Advertiser acknowledges and agrees that by accepting this purchase of Twitter media inventory, all terms and conditions in the Twitter Master Services Agreement and applicable Program Ts&Cs, both located at https://legal.twitter.com/ads-terms/us.html or any separately negotiated terms agreed upon between Advertiser and Twitter, will apply to Advertiser’s actions in connection with the Twitter Media Inventory purchased in connection with the Twitter Amplify program; (ii) Advertiser understands and agrees that it may not utilize any value add, discount or other special pricing it may receive under a separate agreement with Twitter in connection with the Twitter Amplify program; (iii) to the extent Advertiser is granted access to a Twitter account by, or on behalf of, Media Company, Advertiser shall not access such Twitter account for any purpose other than to purchase Twitter Media Inventory against content on such Twitter account that is specifically approved by Media Company in writing for the duration of the flight period; and (iv) Advertiser’s permission will be necessary in order for DAS to access end of campaign reporting. Advertiser agrees to manage their own campaign in Twitter’s dashboard.
4. YOUTUBE SPONSORSHIP: If Advertiser is buying a YouTube Sponsorship package, Advertiser understands takeovers guarantee 100% SOV on mutually agreed upon channels up until the listed impression goal for the campaign flight is met. The impression goal provided on the IO is an estimate forecasted through Media Company’s ad server. During the flight, actual impression delivery may be higher than estimated on the IO, given that organic channel viewership is dynamic and changes daily. Once the impression goal listed on the IO is met, the Advertiser can choose to either pause the takeover or add incremental budget to continue buying impressions to reach a full sponsorship. Incremental takeover budget may be reallocated from future InStream/non sponsorship flights within the same IO, assuming enough budget exists. If the Advertiser chooses to stop the campaign once the forecasted impression goal is met, outside brands will be allowed to advertise on the channel.
5. SNAPCHAT SPONSORSHIP: Snapchat takeovers are non-cancellable. Any flighting changes must be approved by DAS. Advertiser/Agency acknowledges and agrees that Snapchat may continue to serve creative rotationally across ESPN Show Inventory outside of takeover window in order to reach impression estimates. All takeovers require Advertiser/Agency to provide a minimum of three (3) sets of unique creative. Advertiser/Agency acknowledge that impression estimates may not be met and DAS may, in its discretion, deliver additional impressions to reach the estimate. Insertion Order details will remain intact. ESPN SNAP: A takeover will run for 24 hours across ESPN SportsCenter launching at 5:00am ET and running until 4:59am ET the next day. A takeover will run for 24 hours across ESPN SportsCenter Now launching at 7am ET and running until 12:59 am ET the next day (Note: SportsCenter and SportsCenter Now are bundled). A takeover will run for 7 seven days across MMA launching Friday 5pm ET until 4:59pm ET Friday of the next week. A takeover will run for 7 seven days across College GameDay launching Saturday 12pm ET until 11:59am ET Saturday of the next week. A takeover will run for 24 hours across ESPN Our Stories, times vary by sport and live event. A takeover will run for 7 seven days across The Throwback launching Sunday 6am ET until 5:59am ET Sunday of the next week.
6. FACEBOOOK/INSTAGRAM SPONSORSHIP: Advertiser-led boosting/amplifying across Facebook/Instagram must be approved by DAS. Facebook/Instagram post is non-cancellable once post has gone live. Cancellations for scheduled posts will be approved on a case by case basis. Facebook/Instagram posts are not able to be paused once they have gone live, boosting efforts can be put on hiatus for a time period as agreed to between DAS and the Advertiser. The Advertiser is responsible for paying for impressions delivered for CPM based placements. Reporting for flat fee cost models will be the responsibility of the advertiser to pull.
7. TikTok Integrations: Advertiser understands that DAS reserves the right to cancel any advertising order or portion thereof that does not comply with all applicable sanctions and export control laws of the United States.
8. Network Property Terms:
   1. Facebook/Instagram: https://transparency.fb.com/policies/ad-standards/
   2. YouTube: https://support.google.com/youtube/answer/6162278?hl=en
   3. Twitter: https://legal.twitter.com/ads-terms/us.html
   4. SnapChat: https://www.snap.com/en-US/ad-policies/ and https://snap.com/en-US/terms/self-serve-advertising

Except as expressly stated herein, all other provisions of the IO and the Underlying Terms shall remain unchanged.