Twitter APPL Master Services Agreement

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&C”), as such terms are updated from time to time, and the terms and conditions of any applicable insertion order(s) or other order form 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 Asia Pacific Pte. Ltd., a company incorporated under the laws of Singapore, with its principal place of business at 138 Market Street, CapitaGreen #20-01/04, Singapore 048946 ("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 (including a sole proprietor) 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, being information that can be used to uniquely identify an individual. 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. Unless you are required to prepay, 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 you are required to prepay for your campaign, we will send you an invoice and will not display your ads until we receive your payment and it has cleared. 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. In connection with a Program, if you choose to pay with a credit card or charge card (“Credit Card”), you authorize us to bill your Credit Card for any and all charges and fees you incur in connection with that Program, including recurring payments. The types of Credit Cards that we accept and the timing of the billing of the charges and fees may vary according to the Program and country; however, we do not knowingly accept debit cards and you should not provide a debit card as a form of payment. You are responsible for keeping your Credit Card information (including your name, address, card or account number, CVV number and expiration date, as applicable) on file with us current, and you also authorize us to update your Credit Card information with data we obtain from your financial institution, the issuer of your Credit Card, or from MasterCard, American Express, or Visa. You authorize us (i) to retain your Credit Card information for as long as is necessary to meet all of your payment obligations to us or until such time as you revoke this authorization in accordance with procedures we provide, whichever is later, and (ii) to share your Credit Card and related billing and payment information with companies who work on our behalf, such as payment processors and/or credit agencies, for the purposes of checking credit, effecting payment and servicing your account. Any revocation by you of this authorization will become effective when all charges and fees associated with your use of the Programs have been fully satisfied, in our sole discretion. Your revocation of this authorization will have no effect on your liability for incurred charges and fees through your participation in a Program. 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.
ACCESS AND RESTRICTIONS. You will not: (i) use any automated means, including agents, robots, scripts, or spiders to access, monitor, scrape, or manage your account(s) with us, or to access, monitor, scrape or copy the Twitter Service or Twitter systems or any data therein, except those automated means expressly made available by us or authorized by us in advance in writing (e.g., third-party tools/application programming interfaces (“APIs”) approved by us); (ii) bypass any robot exclusion headers on the Twitter Service (including using any device, software, or routine to accomplish that goal); (iii) sell third party ads or otherwise make them available by way of your use of the Twitter Service without our prior written consent; (iv) interfere or attempt to interfere with the proper working of the Twitter Service, Programs, or Twitter systems; (v) use or combine our Programs with software offered under an open source license which create any obligations with respect to our Programs contrary to this Agreement, or purport to grant to any third party any rights to, or immunities under, our intellectual property or proprietary rights in the Programs; or (vi) make available to us or our Affiliates any PII of visitors, users, or customers of your website(s) in connection with your access or use of our Programs save where specifically requested by us in the context of the Service. Our Programs, including your password(s) related to your account(s), may not be used by, or made available to, any third party, except Authorized Users. You will promptly notify us in writing if you become aware of a potential breach of security relating to your account(s) with us (e.g., the unauthorized disclosure or use of your username or password). Authorized Users must comply with the Agreement and you are and shall remain responsible and liable for the acts and omissions in connection with our Programs or this Agreement, and any charges, costs, fees, or expenses they may accrue. You may use data made available to you in connection with a Program, including data that is obtained, collected, or derived as a result of any targeting parameters, solely for your internal business use to manage your advertising account(s) with us and you will not publish such data, create profiles of our users, or use such data for retargeting of any sort including off the Twitter Service without Twitter’s express prior written approval. In order to improve our Programs, we may allow for the testing of traffic, implementations, and/or features, and unless we agree otherwise, you agree to pay for all charges as set forth in the applicable Insertion Order or your online account (e.g., engagements, impressions, clicks) during those tests. You agree we may also need to redesign or modify the organization, specifications, structure, and/or appearance of any location where your ads may be displayed. Further, we reserve the right to modify or discontinue offering any Program or part thereof at any time, subject to fulfillment of any pre-purchased obligations to the extent reasonably practicable. Your participation in each Program is subject to our Twitter Companies' policies as updated from time to time, including, our Privacy Policy (https://twitter.com/privacy), Terms of Service (https://twitter.com/tos), Twitter Ads Policy Guidelines (https://support.twitter.com/groups/58-advertising/topics/249-advertiser-policies/articles/20169693-twitter-ads-policies), Trademark Requirements (https://twitter.com/logo), Developer Rules of the Road (https://dev.twitter.com/overview/terms/rules-of-the-road), and the policies of any Twitter Entity (the "Policies") (or available at any successor websites or locations). To advertisers, including you, at our sole discretion, the Twitter Companies may provide free engagements, impressions, ads, credits, and/or discounts, including in connection with contests, incentives, promotions, or donations, all of which, if so provided, at our discretion, unless otherwise stated by us, shall be subject to this Agreement.
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 and you hereby waive and agree to procure a waiver of any moral rights you or a third party may have in the Materials in this respect to the maximum extent permitted by law; (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.
CONFIDENTIALITY. “Confidential Information” means any information that is confidential in nature, whether marked as such or not, and is disclosed by one party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects, other than information that the receiving party can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure; (ii) becomes publicly known and made generally available after disclosure other than through the receiving party’s action or inaction; or (iii) is in the receiving party’s possession, without confidentiality restrictions, prior to the time of disclosure, as shown by the receiving party’s files and records. The receiving party will not at any time: (a) sell, license, or transfer any Confidential Information; (b) disclose or otherwise make available to any person or entity any Confidential Information (other than to those of your employees and 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 and who have a legitimate need to know such Confidential Information in connection with the Agreement); or (c) access, use, reproduce, or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed and in accordance with the Agreement. The receiving party will take all measures to protect the secrecy of, and to avoid disclosure and unauthorized use of, the Confidential Information. If required by law to disclose Confidential Information, the receiving party may do so provided that: (1) the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure; (2) at the disclosing party’s request, the receiving party assists the disclosing party in obtaining an order protecting the Confidential Information from public disclosure; and (3) any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. All Confidential Information will remain the disclosing party’s personal property, and all documents, electronic media, and other items containing or relating to any Confidential Information must be delivered to the disclosing party, destroyed, or uninstalled immediately upon request, or upon termination of the Agreement. Nothing contained in the Agreement will prevent either party from complying with applicable privacy laws and regulations, and if there is any conflict between the Agreement and the terms of the applicable Twitter Company privacy policy (“Privacy Policy”) (as posted on or linked from the Twitter Service), the Agreement will control. You will not access or use any Program under this Agreement in a way that causes us to violate our Privacy Policy. Notwithstanding anything to the contrary in the Agreement or the applicable Privacy Policy, all data and information gathered or received by us in connection with providing the Programs and all information described in the applicable Privacy Policy may be shared with and used by (x) the Twitter Entities (and you acknowledge the country of the Twitter Entity receiving the data or information may not afford the same level of protection of such data as the country in which the data or information was collected), and/or (y) certain selected third parties only in aggregated and anonymous form. To the extent that any personal data is acquired and processed by us in the provision of the Programs, this data will be processed at all times by us as a data processor on behalf of Twitter International Company, a Twitter company registered under the laws of Ireland. Neither you nor we may issue any press release or other public statement regarding the Agreement, the Programs, or the other party without the other’s prior written consent, except that Twitter may use your trademarks, logos or other indicia of origin associated with you solely for the purpose of indicating that you are a client of Twitter. Except as set forth herein, upon expiration or termination of the Agreement, or upon the reasonable request of either party, the receiving party shall promptly return or destroy all Confidential Information of the other party and any copies of the Confidential Information of the other party to its owner. Twitter may, at its sole discretion and upon your acceptance, provide you with early access to non-generally available alphas, betas, research studies, pilots, marketing services and/or other programs from time to time (“Beta(s)”). All Betas will be considered Twitter Confidential Information. You agree that participation in any Beta will assist Twitter in research, analyzing and validating some existing and/or prospective programs, products and/or tools, and that if you provide Twitter with any comments, feedback or other information to assist Twitter in evaluating and improving such programs, products and/or tools (“Feedback”), Twitter will be free to use the Feedback now or in the future in any way without any compensation or obligation to you or any third party. For clarification, Feedback does not include and Twitter will not use your name or publicly disclose your Beta performance results.
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) except in accordance with rights which cannot be excluded by law, 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. 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, Twitter Confidential Information, and documentation are provided on an "as is" basis, without warranty, representation, condition, guarantee or other term 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. To the maximum extent permitted by law and except as otherwise expressly provided herein, we disclaim on behalf of ourselves, and all Twitter Entities, any and all warranties, representations, conditions, guarantees and other terms, including any warranties of title, merchantability, service quality, non-infringement, quiet enjoyment 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, (iii) death or personal injury caused by negligence; (iv) fraud or fraudulent misrepresentation or gross negligence, (v) amounts due and payable by you hereunder and (vi) anything that cannot be excluded or limited by applicable law: (a) 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 another non-contractual liability 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 (6) month period prior to the event giving rise to the claim and U.S. $250,000, or its equivalent in the applicable currency; and (b) in no event will the Twitter Entities or you be liable for costs of procurement of substitute products or services, lost profits, loss of data, loss of anticipated savings, loss of business opportunity 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. Subject to applicable law, 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: Legal Department, Twitter Asia Pacific Pte. Ltd., 138 Market Street, CapitaGreen #20-01/04, Singapore 048946.
CHOICE OF LAW AND VENUE.
a. Governing 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 Republic of Singapore, 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 and we irrevocably agree to the exclusive jurisdiction and venue of the Singapore courts for all disputes arising out of or relating to this contract. Nothing in this Section 13 shall operate to prevent us from initiating any proceedings for any declaratory judgment or to obtain any equitable or interim relief in a court of competent jurisdiction.
b. Third Party Rights. Save as expressly set out in this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Chapter 53B) to enforce any term of this Agreement, regardless whether such person or entity has been identified by name, as a member of a class or as answering a particular description.
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. If this MSA or any Program T&Cs are translated into any languages other than English, such translation is provided as a courtesy only, and the English language text will control and take precedence in case of any conflict with the translated text.
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 national 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, if applicable, 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. Unless otherwise agreed upon in writing between or among Representative or Advertiser, on the one hand, and us, on the other hand, and to the fullest extent permitted by law, Representative and each Advertiser will be jointly and severally liable for all payment obligations pursuant to Section 2 above, and you hereby waive any right under the Laws that may require us to proceed against one or more of you prior to proceeding against any others who may also be liable (including if payment is made, in whole or in part, through the application of a credit line extended by Twitter to you), and Twitter will not release you from liability even if a sequential liability clause is included in any contract, insertion order, purchase order, or other correspondence from you or Advertiser. Should Representative enter into an IO for its own benefit, in countries where it is authorized to do so, 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) calendar 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 applicable 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; (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; and (vii) “Aggregated” means a form in which data gathered under an applicable Insertion Order is combined with data from numerous campaigns of numerous advertisers and precludes identification, directly or indirectly, of any particular advertiser.
b. Use of Data. Unless otherwise authorized by us, you will not: (i) use IO Details, Performance Data, or Site Data for Repurposing; or (ii) disclose our IO Details or Site Data, except as a Transferring Party. Unless otherwise authorized by you, we will not use or disclose your IO Details or Performance Data for Repurposing or any purpose other than performing under an applicable Insertion Order. Twitter may, at your request (email to be sufficient), transmit data regarding your campaigns on the Twitter Network to a third party as designated by you and approved by us, in our sole discretion. Notwithstanding the foregoing, our measurements remain the definitive measurements under the Agreement. You and we (each a “Transferring Party”) will require any third party or Affiliate used by the Transferring Party in performance of the applicable Insertion Order on behalf of such Transferring Party to be bound by confidentiality and non-use obligations at least as restrictive as those imposed on the Transferring Party under these Program T&Cs, unless otherwise set forth in the applicable Insertion Order. If you collect User Volunteered Data, you will provide users legally-sufficient notice (including, within any Tweet in which a user may submit User Volunteered Data, a link to your privacy policy) regarding the collection, transfer, maintenance and use of such data, and legally-sufficient instructions for how they may opt out of such data use, and you will comply with all such opt-out requests. You will use industry-standard security measures in connection with such User Volunteered Data.
TERMINATION; EFFECTS OF TERMINATION. Notwithstanding Section 11 of the MSA, (a) you may cancel Promoted Tweets or Promoted Accounts upon three (3) calendar days prior written notice to us, (b) you may cancel Promoted Trends upon thirty (30) calendar days prior written notice to us; 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 applicable Insertion Orders under this Program have ended. Sections 3, 4, and 5 of these Twitter Ads Program T&Cs will survive any such termination.
DATA PROCESSING. To the extent that any personal data is acquired and processed by us in the provision of the Twitter Ads Program to you, this data will be processed at all times by us as a data processor on behalf of Twitter International Company, a Twitter Company registered under the laws of Ireland. For the avoidance of doubt, User Volunteered Data is controlled by you, not Twitter or any other Twitter Company.

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”):

PROGRAM USE.
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 or as otherwise envisaged by this Agreement, unless we have your permission or are required to do so by law. Notwithstanding the restrictions contained in these Tailored Audience Program T&Cs, 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 the 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 on this page: 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.
DATA PROCESSING. For the purpose of this Section 4, “DPA" means the Irish Data Protection Acts 1988 and 2003 implementing Directive 95/46/EC on the protection of individuals with regard to the processing of Personal Data, as the same may be amended, modified, restated or replaced from time to time. “Personal Data”, “Data Processor” and “Data Controller” have the meanings given to such terms in Section 1 of the DPA. The provisions contained in this Section 4 shall apply only to the data that you provide to us to use for matching pursuant to these Tailored Audience Program T&Cs (“Match Data”). To the extent that the Match Data comprises Personal Data you and Twitter acknowledge and agree that: (i) Twitter will process the Match Data in the manner envisaged by this Agreement; and (ii) Twitter will process the Match Data in accordance with the DPA, and in particular will only do the following acts where permitted to do so by the DPA: (x) transfer the Match Data outside of the European Economic Area and (y) engage a Data Processor to process the Match Data. To the extent that Twitter processes Match Data on your behalf as your Data Processor Twitter agrees to: (i) only process such Match Data in accordance with your instructions (which, for the avoidance of doubt, include this Agreement); and (ii) implement reasonable and appropriate technical and organizational measures against unauthorized access to, or unauthorized alteration, disclosure or destruction of, the Match Data. In circumstances where you transfer Match Data to Twitter under this Agreement you warrant and undertake that: (i) you are a Data Controller in respect of the Match Data; (ii) the Match Data has been collected, processed and transferred in accordance with the laws applicable in the jurisdiction(s) in which the Personal Data was collected; (iii) you are permitted by applicable law to transfer the Match Data to Twitter in circumstances where Twitter will act as a Data Controller in respect of such Match Data described herein; (iv) you will provide Twitter, when so requested, with copies of relevant data protection laws or references to them (where relevant and not including legal advice) of the country in which you are established; (v) you will respond, within a reasonable time, to enquiries from data subjects and any relevant data protection authority concerning processing of any Personal Data transferred to Twitter; and (vi) you will take reasonable steps in accordance with applicable law to notify data subjects that their personal data has been transferred to Twitter.
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 2-7 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 and measuring 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.