Disney Campaign Manager Terms

DISNEY CAMPAIGN MANAGER TERMS

Ownership
Disney Campaign Manager Tool Account and Usage
License
Confidentiality and Non-Disclosure
Ads and Campaigns
Billing
Data
Representations and Warranties
Modifications and Termination
Limitation of Liability and Indemnity
BINDING ARBITRATION AND CLASS ACTION WAIVER
Miscellaneous

Last Updated: October 28, 2024

These Disney Campaign Manager Terms (the “Terms“) govern the access and use of the Disney Campaign Manager tool (the “Tool“) located at https://dcm.disneyadvertising.com (or successor URL) and are entered into by Disney Advertising Sales, LLC (“DAS“) and the business entity accessing or using the Tool (“Advertiser“) or the advertising agency accessing and using the Tool as an agent for an Advertiser (“Agency“). You must be 18 years of age or older and acting on behalf of a business entity to use the Tool. These Terms govern access and use of the Tool, including account creation, purchase of advertising inventory, and the display of those Ads (as defined below) on the online video services, now known or hereafter devised, owned and operated by DAS, its affiliates, and its subsidiaries (collectively, the “Disney Platforms“). DAS, its affiliates, and its subsidiaries are collectively known as “Disney“, “we” or “us“. As the individual acting on behalf of Advertiser or Agency (“You“), You represent and warrant that You have the authority to agree to these Terms and to use the Tool on Advertiser’s or Agency’s, applicable, behalf.

Please read these terms and conditions carefully before using the TOOL. BY USING THE TOOL, YOU, ADVERTISER, AND AGENCY AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

ANY DISPUTES BETWEEN YOU, ADVERTISER, AGENCY, AND DISNEY ARE SUBJECT TO A CLASS ACTION WAIVER AND MUST BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION. PLEASE READ THE ARBITRATION PROVISION (SECTION 11 BELOW) AS IT AFFECTS YOUR RIGHTS UNDER THIS CONTRACT.

1. Ownership

Each of You, Advertiser and Agency acknowledges and agrees that Disney owns all right, title and interest in and to the Tool and in any and all intellectual property rights therein, including but not limited to any and all copyrights, patents, patent applications, trade secrets, trademarks and other intangible rights. You, Advertiser and Agency will not earn or acquire any ownership rights in any copyrights, patents, trade secrets, trademarks or other intellectual property rights on account of these Terms or Your, Advertiser’s or Agency’s performance thereunder.

2. Tool Account and Usage.

To access and use the Tool, You must provide and update the information needed to create and maintain an account. We reserve the right, at any time, to:

Confirm that You are authorized to act on behalf of Advertiser or Agency, as applicable.
Verify that Advertiser or Agency is in good standing.
Confirm that Agency is authorized to act on behalf of Advertiser, including requesting Agency to provide documentation of agency authority for Advertiser.
Otherwise validate Advertiser or Agency, including via credit reports, industry classification, corporate filings, etc. If we are unable to do so, we may refuse or revoke access to the Tool. 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 Tool 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 Tool (or the connected servers and networks). We have no obligation to grant You, any Advertiser or any Agency access to the Tool and we reserve the right to revoke, restrict, or suspend access to the Tool at any time without notice or liability, if we determine or reasonably believe 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 Tool account, provided Advertiser shall be liable and responsible for all activity that occurs under Advertiser’s Tool 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 Tool account must comply with these Terms.

3. License.

Advertiser (or Agency acting on behalf of the Advertiser) grants Disney a non-exclusive, non-transferable (except as provided herein) right and license to reproduce, distribute, perform, store, modify, format and display Advertiser’s Ad(s) on the Disney Platforms during the designated campaign period on or via any device as set forth in these Terms and exercise and exploit all intellectual property, publicity, or other proprietary rights in the Ads in order for Disney to: a) perform its obligations under these Terms and in connection with the Tool, b) research, test, optimize, develop, improve, provide, promote, and market the Tool and Disney’s product and service offerings, and c) comply with legal and regulatory obligations or requests.

Except as required by law or to comply with the request of a governmental entity, You, Advertiser and Agency will not use Disney’s name, trademarks, service marks, logos or other identifiers (collectively, “Trademarks“), or make any reference to Disney or its Trademarks in any manner including, without limitation, customer facing materials and press releases, without the prior written approval of Disney.

4. Confidentiality and Non-Disclosure

YOU, ADVERTISER AND AGENCY ACKNOWLEDGE AND AGREE THAT UNLESS OTHERWISE AGREED UPON BY YOU, ADVERTISER OR AGENCY AND DISNEY, YOUR, ADVERTISER’S AND AGENCY’S COMMUNICATIONS WITH DISNEY ABOUT THE TOOL, INCLUDING BUT NOT LIMITED TO THE OPERATION AND USE OF THE TOOL, YOUR, ADVERTISER’S AND AGENCY’S FEEDBACK, AND ALL INFORMATION AND MATERIALS DISCLOSED TO YOU, ADVERTISER OR AGENCY BY DISNEY RELATED TO THE TOOL, ARE AND WILL REMAIN THE CONFIDENTIAL INFORMATION OF DISNEY. “CONFIDENTIAL INFORMATION” INCLUDES, BUT IS NOT LIMITED TO, ALL NON-PUBLIC DOCUMENTS, DESIGNS, TECHNIQUES, SPECIFICATIONS, PRODUCT/FEATURE PLANS, STRATEGIC INFORMATION, EXISTING OR PROSPECTIVE BUSINESS PLANS, EXISTING OR PROSPECTIVE PRODUCT STUDY OR PILOT TEST OBJECTIVES AND/OR RESULTS, AND OTHER INFORMATION RELATED TO THE TOOL.

Obligations Regarding Confidential Information. All Confidential Information remains the sole property of Disney, and You, Advertiser and/or Agency have no implied licenses or rights in the Confidential Information not specified in these Terms. To that end, You, Advertiser and Agency agree to maintain the Confidential Information in strict confidence and use Confidential Information only for the purposes set forth in Section 7.a. You, Advertiser and Agency further agree that each:

Will not share or discuss Confidential Information with any third parties, including by posting about the Tool on any social media or other public platforms.
Will use all reasonable efforts to prevent the unauthorized use, dissemination or publication of Confidential Information. You, Advertiser and Agency acknowledge that damages for improper disclosure of Confidential Information may be irreparable; therefore, in the event of any breach of the provisions of these Terms with respect to Confidential Information, DAS shall be entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies available at law or in equity.

5. Ads and Campaigns.

Submission and Approval. An Ad must be approved by Disney before the campaign may begin and impressions may be delivered. Approval includes both compliance with all technical specifications provided or made available by Disney and the advertising policies and guidelines described or referenced below in Section 5.c. (collectively the specifications, policies, and guidelines are referred to as “Advertising Policies”). “Ad” means any materials, including without limitation any artwork, written text, images, trademarks, logos, service marks, video, audio, data files, URLs, technology or any other intellectual property or content, submitted by or on behalf of Advertiser via the Tool. An Ad must be submitted for Disney’s approval via the Tool no later than 3 business days before the scheduled campaign start date. However, any modifications required for the Ad to comply with Advertising Policies may take additional time; to avoid delays, an Ad should be submitted as soon as possible. It is Your, Advertiser’s and Agency’s responsibility to regularly check the status of an Ad, including whether it has been approved, rejected, or is in need of modification, within the Tool. In the event that no Ad has been approved before the campaign start date, we will automatically pause the campaign. If a campaign begins later than its scheduled start date, the end date will not be adjusted, and the number of impressions delivered during the campaign may be reduced. A campaign may be automatically canceled in the event that no Ad is uploaded and approved prior to the scheduled campaign end date. You, Advertiser, and Agency should maintain a back-up of any Ad(s) (and related data) submitted via the Tool. We have no obligation to store, retrieve, or return any Ad(s) to You, Advertiser, or Agency.
Delivery. To create a campaign via the Tool, You, Advertiser or Agency will upload an Ad and will designate the budget, targeting criteria, and any other information we may request. Once an Ad is approved and the campaign begins, we will deliver the Ad on the applicable Disney Platforms as inventory becomes available. We will determine the size, placement, and positioning of Ad(s) in our sole discretion. We make no commitments regarding the video content during which an Ad may be displayed or where it appears in relation to other Ad(s). Additionally, we cannot guarantee:
1. Delivery of all (or any) of the Ad impressions reflected in a campaign’s budget.
2. The performance of Ads or campaigns.
3. That Ads will reach the audience targeted.
4. That Ads will run on any particular device or subset of devices.
Advertising Policies. All Ads are subject to Disney’s review and approval. Disney may block, reject, revoke, or remove any Ad for any reason at any time, including if Disney determines an Ad is inconsistent with Disney’s business practices, strategy, standards, or brand. Disney is not responsible for Your, Advertiser’s, or Agency’s costs associated with producing or modifying an Ad. You, Advertiser, and Agency agree not to upload, submit, display, or otherwise use the Tool in order to transmit or display any Ads advertising, promoting, containing, comprising, or linking to materials that are inconsistent with the Disney’s Ad Inventory Guidelines and the policies located at https://www.disneyadvertising.com/mediakit/. Disney reserves its right to: (1) require modifications to an Ad before approval and to require modifications to any previously-approved Ad; (2) require factual support for any statements or claims in connection with an Ad; (3) reject any Ad in which the product or service could adversely affect the interests of Disney, its users or the community generally; (4) revoke approval of an Ad; and (5) waive or make exceptions, in its sole and absolute discretion, to the Advertising Policies described in this Section. Advertiser, not Disney, is solely responsible for Ads, and Your, Advertiser’s and Agency’s use of the Tool, including without limitation: (i) ensuring that its Ad(s) comply with all applicable laws, regulations, and industry standards and guidelines, as well as the Advertising Policies, (ii) targeting, (iii) destinations or landing pages related to Ads, and (iv) any and all content or technology in or attached to the Ad. Disney’s approval of an Ad shall not be construed as its endorsement of that Ad; the accuracy, content, and obligation to honor any commitments or representations made in connection with the Ad(s) are Advertiser’s alone. Disney’s approval of an Ad shall not relieve You, Advertiser or Agency of its obligations under these Terms, including the obligation to comply with all applicable laws and industry standards and guidelines.
Targeting. We may provide Advertiser (or Agency acting on Advertiser’s behalf) the option to target an Ad to a desired audience based on certain criteria. Advertiser (or Agency acting on Advertiser’s behalf) is solely responsible for appropriately using the Tool to select its targeting preferences. You, Advertiser or Agency shall not make any audience targeting decisions (including excluding audiences) (i) based on sensitive data or to target sensitive personal attributes, including, without limitation, health, race, religion or sexual orientation, (ii) that discriminate against certain groups of people unlawfully or inappropriately (e.g., in connection with employment, housing, credit, healthcare, insurance), (iii) target people under the age of 18, (iv) target Ads for products or services in a location where those products or services are illegal, or (v) otherwise in violation of applicable law. We do not guarantee that Ads will reach the audience targeted. Advertiser (or Agency acting on Advertiser’s behalf) shall be obligated to pay for all impressions delivered regardless of whether such impressions reach the audience targeted. Advertiser (or Agency acting on Advertiser’s behalf) may choose whether and in what combination to use targeting criteria available in the Tool, provided that it is Advertiser’s sole responsibility to do so in compliance with applicable law and industry standards and guidelines. For example, there may be instances in which Advertiser is required to use or refrain from using certain targeting criteria in order to comply with applicable law or industry standards (e.g., if Advertiser is promoting an alcohol product, Advertiser must only target audiences 21 years and older). If the required targeting criteria is not available, do not submit the campaign. In the absence of any targeting criteria, Ad(s) will be served in available inventory at Disney’s discretion.
Reporting. We may provide reporting about the performance of Advertiser’s campaigns; provided, however, we make no guarantees as to the accuracy, suitability or reliability of such information (if any). We are 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, we 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 Ad Data (as defined below) contained in such reports may only be used in accordance with Section 7.a. below.
Cancellation, Pause, Suspension and Campaign End. Disney reserves the right to cancel, pause, or suspend any campaign in its sole discretion. Advertiser (or Agency acting on behalf of Advertiser) may cancel a campaign at any time via the Tool. For cancellation to be effective, Advertiser (or Agency acting on behalf of Advertiser) must cancel through the Tool. If a campaign is cancelled, impressions will stop being delivered as promptly as practicable. Advertiser (or Agency acting on behalf of Advertiser) will be charged for all impressions delivered, including any delivered during the short period while the cancellation request is processed; no refunds will be issued. Upon cancellation of a campaign or campaign end, the licenses granted in these Terms will expire immediately. Some content may persist for a period of time, and the licenses granted by Advertiser to Disney in these Terms will extend for those purposes. Advertiser (or Agency acting on behalf of Advertiser) may also pause a campaign at any time via the Tool. If a campaign is paused, impressions will stop being delivered as promptly as practicable. Advertiser (or Agency acting on behalf of Advertiser) will be charged for all impressions delivered, including any delivered during the short period while the pause request is processed; no refunds will be issued. Advertiser (or Agency acting on behalf of Advertiser) may resume the campaign at any time before the scheduled end date. Pausing a campaign will not modify the scheduled campaign end date, and the number of impressions delivered during the campaign may be reduced.

6. Billing.

Payment Method. Advertiser (or Agency acting on Advertiser’s behalf) must provide a credit card or alternative payment instrument or method accepted by DAS (“Payment Method”) in order to submit a campaign via the Tool. DAS or its payment processor(s) may run payment authorization checks in order to validate the Payment Method. To avoid campaign interruptions, the expiration date associated with the Payment Method should occur after the scheduled end date of any campaigns. By providing a Payment Method, Advertiser (or Agency acting on Advertiser’s behalf) authorizes DAS or its payment processor(s) to charge that Payment Method for all amounts due (including applicable taxes) in connection with any campaigns submitted through the Tool. Advertiser may update its Payment Method at any time, and DAS may automatically update the Payment Method using a payment card updater service.
- Net Terms. In lieu of paying by credit card or alternative payment instrument, following a written request from Advertiser (or Agency acting on Advertiser’s behalf), DAS may, in its sole and absolute discretion, offer Advertiser or Agency the option to pay on net terms (“Net Terms”) in accordance with the terms and conditions set forth in these Terms. Such offer must be in the form of a written communication from DAS to Advertiser (or Agency acting on Advertiser’s behalf) prior to the start of the applicable campaign. With respect to Agency, DAS’s offer may be made on an Advertiser-by-Advertiser basis (i.e., certain of Agency’s Advertisers may be offered Net Terms while other of Agency’s Advertisers must pay via credit card or alternative payment instrument accepted by DAS). DAS reserves the right, exercisable in its sole and absolute discretion, to revoke Agency’s or Advertiser’s Net Terms payment option upon notice to Advertiser or Agency, as applicable, for any or no reason, including, but not limited to any payment failures. In the event DAS revokes Agency’s or Advertiser’s Net Terms payment option, Agency or Advertiser, as applicable, shall revert to payment by credit card or alternative payment instrument accepted by DAS.
Budget. Advertiser (or Agency acting on Advertiser’s behalf) will set a maximum budgeted dollar amount to be spent or the desired number of impressions to be delivered over the course of a campaign. DAS will not charge the Payment Method associated with the account for more than this budgeted amount but may charge less than the budgeted amount based on the number of impressions delivered during the campaign period.
Payment Method Billing. DAS will begin to charge the Payment Method associated with the account after the campaign starts for any impressions delivered. DAS will measure impression delivery for Advertiser’s Ads in the Tool. You, Advertiser and Agency acknowledge that DAS’s impression delivery measurements are the definitive measurements of Ad delivery in the Tool unless DAS otherwise expressly agrees in writing. The amount owed by Advertiser or Agency will be calculated based solely on DAS’s measurements unless DAS otherwise expressly agrees in writing. You, Advertiser or Agency may not take separate measurements of Ad impressions on the Tool or retain any third party to do so unless explicitly approved by DAS in advance. In the event that DAS agrees that billing will be based on measurements not taken by Disney (“Other Measurement”), and there is a discrepancy of at least ten percent (10%) between Disney’s measurements and the Other Measurement and the Other Measurement is lower, DAS reserves the right to bill based on Disney’s measurements until a resolution of such discrepancy can be determined. Each billing period will cover the time between billing dates or events; see our Billing FAQ (https://www.disneycampaignmanager.com/resources/product-updates/faq/billing) for more information. Billing dates may vary, including for example in the event of any processing delays, if a campaign is paused or suspended, or if no impressions are delivered. DAS will provide a billing confirmation detailing the amount and date for each charge associated with a campaign.
Net Terms Billing. If Advertiser or Agency has been offered, and accepted in writing (via email will suffice), Net Terms prior to the start of the applicable campaign, DAS shall issue invoices to Advertiser or Agency, as applicable. Such invoices shall include the Advertiser name, brand name and/or campaign name, and the amount owed by Agency or Advertiser. Agency or Advertiser, as applicable, shall make payment within thirty (30) days from the date of the invoice. For Agency, DAS may notify Agency that it has not received payment in such thirty (30)-day period and that DAS intends to seek payment directly from the applicable Advertiser. DAS agrees to hold Agency liable for payments only if Agency has received funds from Advertiser. If Agency has not received funds from Advertiser, DAS will hold Advertiser, and not Agency, solely liable for payment. In the event DAS revokes Agency’s or Advertiser’s Net Terms payment option, billing shall revert to the terms set forth in Section 6.c. above.
Payment Failures. If DAS is unable to successfully charge the Payment Method associated with the account, or if an Agency or Advertiser on Net Terms does not pay within thirty (30) days after the date of the invoice, the campaign will be suspended or paused and impressions will stop being delivered. DAS may retry charging the Payment Method. In the event Advertiser (or Agency acting on behalf of Advertiser) does not provide a new Payment Method, or if the Agency or Advertiser is on Net Terms and does not pay within thirty (30) days after the date of the invoice, before the scheduled campaign end date, the campaign will be cancelled. Advertiser (or Agency acting on behalf of Advertiser) remains obligated to pay DAS for any impressions delivered and agrees to pay all amounts due. ADVERTISER (OR AGENCY ACTING ON BEHALF OF ADVERTISER) IS RESPONSIBLE FOR PAYING ALL AMOUNTS BILLED TO THE PAYMENT METHOD ASSOCIATED WITH THE ACCOUNT. DAS may terminate any current or future campaigns and take steps to collect past due amounts; Advertiser (or Agency acting on behalf of Advertiser) will pay all reasonable associated costs and expenses (including reasonable attorneys’ fees).
Account Codes/Credits. DAS may, in its sole discretion, provide a code, credit, coupon, or other form of discount in any amount and on terms and restrictions as provided by DAS. Account codes, credits, coupons, or other discounts are non-transferable and may not be redeemed for cash. If Advertiser’s or Agency’s account is cancelled, Advertiser or Agency, as applicable, will forfeit any account codes, credits, coupons, or other discounts.
Refunds. Neither Advertiser nor Agency will be refunded any amounts paid to Disney, and Advertiser (or Agency acting on behalf of Advertiser) agrees to pay DAS for any impressions delivered as of the campaign start date.

7. Data.

Usage. Except as expressly permitted by DAS in writing, and subject to any restrictions set forth in these Terms, Advertiser and Agency may only use Ad Data for internal use and for the purpose of:
1. Assessing the effectiveness and performance of Advertiser’s campaigns in the Tool; and
2. Planning Advertiser’s campaigns in the Tool.
Any other use of Ad Data is expressly prohibited.
For the purposes of these Terms, “Ad 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 Tool, including any campaign reporting, performance metrics, and any data or information available within the Tool. Each of Advertiser and Agency acknowledges and agrees that Advertiser and Agency are only permitted to access and view Ad Data in an aggregated and anonymous manner and shall promptly notify DAS if Advertiser or Agency accesses, views, receives, or is otherwise provided any Ad Data in an individualized (i.e., de-aggregated, de-anonymized) manner.
Restrictions. Except as otherwise permitted in these Terms, Advertiser and Agency will not and will not attempt to:
1. Create compilations or combinations of Ad Data.
2. Commingle Ad Data with other data or across advertising campaigns on platforms other than the Disney Platforms.
3. Disclose, sell, rent, transfer, sublicense, or provide access to Ad Data, in whole or in part, to any affiliate, third party, ad network, ad exchange, advertising broker, or other advertising service.
4. Associate Ad Data with any identifiable person or user.
5. Use Ad Data for retargeting a user or appending data to a profile regarding a user.
6. Build, create, develop, augment, supplement, or assist with the building, creation, development, augmentation, or supplementation of any segments, profiles, or similar records on any user, device, or browser.
7. Disaggregate or de-anonymize, or attempt to disaggregate, de-anonymize, or otherwise reverse engineer Ad Data.
Advertising Vendors
1. Except as explicitly approved by DAS in advance, You, Advertiser and Agency must not, and must not allow any third party to, place, install, include, or execute any tags, pixels, beacons, cookies, other tracking technologies or other data collecting technologies on any Ads, Disney Platforms or any device of any end-user of the Disney Platforms.
2. DAS may approve, at its sole discretion, Your, Advertiser’s and Agency’s use of certain advertising vendors and their related technologies, including tags, pixels, cookies, beacons, APIs, or other integrations (each an “Advertising Vendor”), for certain DAS approved purposes (e.g., the effectiveness of Ads). You, Advertiser and Agency must ensure that any such Advertising Vendors comply with Advertising Policies and all applicable laws and these Terms. In addition, Advertiser must have a written agreement with each approved Advertising Vendor that only permits them to collect, use, and retain, data from Disney Platforms to provide the DAS approved services to Advertiser or Agency consistent with these Terms and for no other purpose. You, Advertiser, and Agency will immediately disable, pause, or remove any Advertising Vendor technologies upon Disney’s request. You, Advertiser, and Agency agree that you, not Disney, will be solely responsible and liable for any unlawful or unauthorized use by You, Advertiser, Agency or an Advertising Vendor of any data obtained through such Advertising Vendor.
Each of Advertiser and Agency will take all necessary and appropriate steps to prevent unauthorized users from accessing its Tool account.

8. Representations and Warranties.

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 Tool 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, the products, services, and activities in its Ad(s), and any website, application or other online service to which users are directed by its Ad(s), are in compliance with all applicable federal, state, and local laws and regulations.
5. All express and/or implied claims in Advertiser’s Ad(s) are accurate and supported by adequate substantiation.
6. The use and display of the Ad(s), including Ad content, will not (a) violate any applicable laws or industry standards or (b) infringe, misappropriate or otherwise violate the intellectual property, publicity, personality, privacy or other rights of any third party.
7. Advertiser has obtained all rights and consents necessary to obtain, transmit, make available and use all data or segments within the Tool or provided by Advertiser in the course of or in connection with its use of the Tool.
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 Tool 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.
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 each Ad campaign created via the Tool and that all of Agency’s actions related to these Terms and each Ad campaign created via the Tool will be within the scope of such agency.

9. Modifications and Termination.

DAS may modify these Terms by posting to https://disneycampaignmanager.com/disney-campaign-manager-terms. Any changes to these Terms will become effective on the earlier of Tool account creation or, for existing Advertisers or Agencies, seven (7) days after posting. Notwithstanding the foregoing, any changes specific to new functionality or changes required by law will be effective immediately upon posting.

DAS may modify, suspend, terminate access to, or discontinue the availability of the Tool at any time in its sole discretion.

You, Advertiser and/or Agency may also discontinue Your, Advertiser’s or Agency’s participation in and use of the Tool at any time, for any reason, by contacting DAS at 500 South Buena Vista Street, Burbank, California 91521, Attn: Product Management.

Upon cancellation or termination of Your, Advertiser’s or Agency’s account,

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 Tool; and
The rights granted to You, Advertiser and Agency under these Terms with respect to the Tool and the Confidential Information will immediately terminate. Disney’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 Tool, the various limitations on Disney’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 or termination of Advertiser’s or Agency’s account.

10. Disclaimer of Warranties, Limitation of Liability, and Indemnity.

YOU, ADVERTISER AND AGENCY EACH EXPRESSLY AGREE THAT YOUR, ADVERTISER’S AND AGENCY’S USE OF THE TOOL IS AT YOUR, ADVERTISER’S AND AGENCY’S OWN RISK. THE TOOL IS PROVIDED “AS IS” AND, TO THE FULLEST EXTENT PERMITTED BY LAW, IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDING THE AVAILABILITY, ACCURACY OR CONTENT OF ANY INFORMATION, SERVICES, OR PRODUCTS IN CONNECTION WITH THE TOOL. SPECIFICALLY, 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 TOOL. WITHOUT LIMITING THE FOREGOING, DISNEY DOES NOT MAKE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, COMPLETENESS, AVAILABILITY, SECURITY AND PRIVACY OF YOUR, ADVERTISER’S OR AGENCY’S DATA, COMPATIBILITY OR NONINFRINGEMENT; OR THAT THE TOOL WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ACCURATE, ERROR FREE, OR RELIABLE. DISNEY MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY SERVICE PROVIDERS THAT HELP ADMINISTER AND OPERATE ANY ASPECT OF THE TOOL.
IN NO EVENT WILL DISNEY, AND ITS RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, THIRD PARTY SERVICE PROVIDERS (INCLUDING THOSE WHO HELP ADMINISTER AND OPERATE THE TOOL), AGENTS, AND SUPPLIERS (INCLUDING DISTRIBUTORS AND CONTENT LICENSORS) (COLLECTIVELY, THE “DISNEY 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 TOOL, DELIVERY OF AD(S) ON THE DISNEY PLATFORMS, OUR RELATIONSHIP, OR THESE TERMS, EVEN IF THE DISNEY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF THE DISNEY PARTIES FOR ALL CLAIMS, LOSSES, DAMAGES AND EXPENSES SHALL NOT EXCEED THE TOTAL PAID BY ADVERTISER IN THE 6 MONTHS PRECEDING THE CLAIM. 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 TERMS.
Advertiser’s Agreement to Indemnify. Advertiser agrees to and will indemnify, defend, and hold harmless the Disney 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. 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. The content, targeting, submission or use of any Ad(s), data, segments or other material provided by You, Advertiser, or Agency to DAS, including any data, product or services provided by a third party on Advertiser’s or Agency’s behalf in connection with the Tool (e.g., Advertising Vendors).
4. Any actions taken by individuals with access to Advertiser’s or Agency’s account that relate to the Tool.
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 Disney 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. 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. The content, submission or use of any Ad(s), data, segments or other material provided to DAS, including any data, product or services provided by a third party on Advertiser’s or Agency’s behalf in connection with the Tool.
Agency’s Agreement to Indemnify. Agency agrees to and will indemnify, defend, and hold harmless the Disney 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. 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. The content, submission or use of any Ad(s), data, segments or other material provided to DAS, including any data, product or services provided by a third party on Advertiser’s or Agency’s behalf in connection with the Tool.
4. Any actions taken by individuals with access to Agency’s account that relate to the Tool.
5. Agency’s actions on behalf of Advertiser regardless of whether such actions are within or outside the scope of such agency relationship.

11. BINDING ARBITRATION AND CLASS ACTION WAIVER.

PLEASE READ THIS CAREFULLY – you, advertiser, and agency are agreeing to resolve all disputes with DISNEY through binding individual arbitration and are agreeing to a class action waiver and jury trial waiver.

In the event of a dispute, controversy or claim (hereinafter, a “Dispute“) arising out of our relating to these Terms and/or the Tool, You, Advertiser or Agency must send to DAS a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving the notice, the facts giving rise to the Dispute, and the relief requested. You must send any Notice of Dispute to DAS to Disney Advertising Sales, LLC, 500 South Buena Vista Street, Burbank, California 91521, Attn: Legal. We will send any Notice of Dispute to You, Advertiser or Agency at the contact information we have for You, Advertiser or Agency, as applicable.

The parties will attempt in good faith to resolve any Dispute for a period of 30 days from the date a Notice of Dispute is received. If the parties cannot resolve the Dispute informally as provided above, any unresolved Dispute arising out of or relating to use of the Tool, these Terms or the breach, termination, enforcement, interpretation or validity thereof, including determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Los Angeles County, California pursuant to the JAMS Comprehensive Arbitration Rules and Procedures, effective June 1, 2021 (the “JAMS Rules“). The JAMS Rules and instructions about how to initiate an arbitration are available at www.jamsadr.com or 1-800-352-5267.

The parties shall mutually select a single, neutral arbitrator. If the parties cannot agree on such arbitrator, the arbitrator shall be selected in accordance with the JAMS Rules. Unless the parties agree otherwise, the neutral arbitrator will be a retired judge of any California state or federal court with a minimum of 15 years’ experience resolving commercial disputes. The arbitrator will provide a detailed written statement of decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award. The arbitral award shall be based upon the law and the facts, and the arbitrator shall have no greater authority to consider equitable factors than would the Superior Court of the State of California. The arbitrator is not authorized to award any punitive or exemplary damages whatsoever, and the parties will not seek to collect or enforce any part of any award inconsistent with this limitation on the authority of the arbitrator.

Either party may appeal an award exceeding $500,000.00 through the JAMS Optional Arbitration Appeal Procedure, effective 2003. If either party refuses to perform any or all of its obligations under the final arbitration award (following appeal, if applicable) within thirty (30) days of an award being rendered, then the other party may enforce the final award in any court of competent jurisdiction. The party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including reasonable attorneys’ fees, incurred in enforcing the award, to be paid by the party against whom enforcement is ordered.

YOU, ADVERTISER, AGENCY AND DISNEY AGREE TO ARBITRATE IN AN INDIVIDUAL CAPACITY ONLY, NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS, AND EACH OF US EXPRESSLY WAIVES ANY RIGHT TO FILE A CLASS ACTION, A PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER PROCEEDING IN WHICH A PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY OR SEEKS RELIEF ON A CLASS BASIS. NO ARBITRATION PROCEEDING CAN BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO THE ARBITRATIONS OR PROCEEDINGS.

You, Advertiser, or Agency may opt out of this arbitration agreement via mail, in which case neither party can force the other party to arbitrate. To opt out, You, Advertiser, or Agency must notify DAS in writing no later than thirty (30) calendar days after first becoming subject to this arbitration agreement; otherwise, You, Advertiser, and Agency shall be bound to arbitrate Disputes on a non-class basis in accordance with these Terms. If You, Advertiser, or Agency opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You, Advertiser, or Agency may not opt out of only the class action waiver and not also the arbitration provisions. Any opt-out notice must include Your, Advertiser’s, or Agency’s (as applicable) name and address, the email address used to set up your Tool account (if you have one), and an unequivocal statement that you want to opt out of this arbitration agreement (and, if applicable, that you want to opt out of the class action waiver). You must mail your opt-out notice to P.O. Box 11565, Burbank, California 91510, USA, Attention: Disney Campaign Manager Opt-Out. For clarity, opt-out notices submitted via email will not be effective.

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.

12. Miscellaneous.

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.
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 Tool or the delivery of its Ad(s) on the Disney Platforms.
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, California 91521, Attn: General Counsel; and (b) if to You, Advertiser or Agency, to the email address or street address provided via the Tool.
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.
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.
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.
Third Party Beneficiaries. There are no third-party beneficiaries to the Terms.
No Agency. These Terms do not establish any agency, partnership, or joint venture between You, Advertiser or Agency and Disney.
Force Majeure. Except for payment obligations, no party or its affiliates is liable for inadequate performance to the extent caused by a condition that was beyond its reasonable control.
Reservation of Rights. All rights not expressly granted to You, Advertiser or Agency with respect to the Tool are hereby reserved by Disney.
Communication. You, Advertiser and Agency agree to receive communications from Disney via e-mail, regular mail, or postings on the Tool, 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 Tool’s registration process. You, Advertiser and Agency agree that Disney 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 Disney may choose.
2. Notify You, Advertiser and/or Agency of changes to the Tool, or these Terms.
3. Tell You, Advertiser and/or Agency about future products and services of Disney.
You, Advertiser and/or Agency may opt out of these communications from Disney by terminating Your, Advertiser’s and/or Agency’s, as applicable, respective account in the Tool.
Feedback. Disney may, at its sole discretion, provide the opportunity to evaluate the Tool, including the opportunity to submit bug reports, evaluations, comments, feedback, suggestions, proposed modifications, or other information regarding the use of the Tool (“Feedback“). You, Advertiser and Agency each agree that such Feedback will become the exclusive property of Disney, no matter the form or platform in which it is delivered. You, Advertiser and Agency further agree that Disney 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.
Export Controls. Software and the transmission of applicable technical data, if any, in connection with the Tool 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.