ADVERTISING API LICENSE
AGREEMENT
This Advertising API License Agreement
(“Agreement”) is made between the entity identified in the Ads API Sign Up
Form(s) submitted to Twitter by such entity (or its authorized
representative) (referred to herein as “Company”) and Twitter, Inc., on
behalf of itself and its Affiliates (as defined below) (collectively,
“Twitter”),
and governs Company’s access to and use of the Licensed Material (as
defined below). “Affiliate” means any other entity that directly or indirectly controls, is
controlled by, or is under common control with Twitter.
PLEASE READ THE TERMS AND CONDITIONS OF
THIS AGREEMENT CAREFULLY, INCLUDING, WITHOUT LIMITATION, ALL EXHIBITS
ATTACHED HERETO AND ANY LINKED TERMS AND CONDITIONS APPEARING OR REFERENCED
BELOW, WHICH ARE HEREBY MADE PART OF THIS AGREEMENT. BY USING THE LICENSED
MATERIAL, COMPANY IS AGREEING THAT COMPANY HAS READ, AND THAT COMPANY
AGREES TO COMPLY WITH AND TO BE BOUND BY, THE TERMS AND CONDITIONS OF THIS
AGREEMENT. IF COMPANY DOES NOT AGREE TO BE BOUND BY THIS AGREEMENT, THEN
COMPANY MAY NOT ACCESS OR OTHERWISE USE THE LICENSED MATERIAL. THIS
AGREEMENT IS EFFECTIVE AS OF THE FIRST DATE THAT COMPANY ACCESSES THE
LICENSED MATERIAL (“EFFECTIVE
DATE”). IF AND TO THE EXTENT, HOWEVER,
THAT COMPANY’S APPLICATION TO ACCESS AND USE THE LICENSED MATERIAL IS
NOT APPROVED BY TWITTER (IN ITS SOLE AND ABSOLUTE DISCRETION), THIS
AGREEMENT WILL BE NULL, VOID AND OF NO EFFECT.
IF YOU ARE AN INDIVIDUAL REPRESENTING
COMPANY, YOU ACKNOWLEDGE THAT YOU HAVE THE APPROPRIATE AUTHORITY TO ACCEPT
THIS AGREEMENT ON BEHALF OF COMPANY. YOU MAY NOT USE THE LICENSED
MATERIAL AND MAY NOT ACCEPT THIS AGREEMENT IF YOU ARE NOT OF LEGAL AGE TO
FORM A BINDING CONTRACT WITH TWITTER, OR YOU ARE BARRED FROM USING OR
RECEIVING THE LICENSED MATERIAL UNDER APPLICABLE LAW.
1. Introduction and
General Definitions; Licenses; Restrictions on Company Service; End Users;
Incorporated Terms.
-
Introduction and General Definitions. This Agreement governs the use of the confidential,
non-public portion of the Twitter advertising application
programming interface (API), and the accompanying documentation,
code and related materials (collectively, the
“Twitter Ads
API”) that provides Company with
“write” access to Twitter advertising products and
services (collectively, “Twitter
Ads”) and/or with “read”
access to certain Content (as defined below) about the performance
of Twitter Ads campaigns run on Twitter owned-, operated- and/or
controlled-platforms, including, without limitation, mobile
applications and social plug-ins (collectively, the
“Twitter
Service”). Twitter will (in
its sole and absolute discretion) decide if and whether to grant
Company “read” or “read/write” Twitter Ads
API access (such permitted access level referred to herein as the
“API Access
Level”). The Twitter Ads API
will be made available to Company through Twitter’s developer
site, located at:
http://dev.twitter.com (as may be
amended from time to time) (the “Developer Site”) or by any
other means authorized by Twitter. All metrics, data and any
other information and/or content made available to Company through
the Twitter Ads API or otherwise pursuant to this Agreement,
including any results, usage statistics, data or other information
(in the aggregate or otherwise) derived from analyzing or using any
of the foregoing, are collectively referred to as
“Content”. “ The Twitter Ads API and Content are
collectively referred to as “Licensed Material.”
Company’s websites, applications and other offerings
that display Content or otherwise use the Licensed Material are
collectively referred to as the “Company Service.”
“Company
Client” means a third-party entity
with a registered Twitter advertising account that is also a client
of Company that uses the Company Service.
“End User” means an employee or authorized agent of a Company
Client who uses the Company Service on behalf of such Company
Client (including any Pilot Participant (as defined below in
Section 1.2.2)).
- Licenses. The applicable license(s) in this Section 1.2 will apply to
Company’s use of the Licensed Material based on the specific
classification status (i.e., “Developer,”
“Basic” or “Standard”) and API Access Level
that Twitter has approved (in its sole and absolute discretion) for
Company at any given time during the Term. For clarity, Twitter
is not required to approve Company for any particular classification
status and/or API Access Level and may withhold any such approval in
its sole and absolute discretion.
- Developer
License. Subject to the terms and
conditions of this Agreement, and conditioned on Company’s
continuing compliance with this Agreement, Twitter grants Company a
limited, non-exclusive, non-transferable, non-sublicensable, revocable
license during the Term (as defined in Section 6.1 below) solely for
Company’s internal testing purposes to: (a) use the Twitter Ads
API in accordance with the applicable API Access Level granted by
Twitter to Company to develop the Company Service; (b) internally
display the Content solely within the Company Service (in accordance
with the Analytics Content Display Requirements (as defined in Section
2.1 below)); (c) modify the Content only as necessary in order to
format it for and internally display it within the Company Service; and
(d) use and display (in accordance with the Twitter Trademark
Guidelines attached hereto as Exhibit
C) the Twitter name or logos that Twitter makes
available for use in connection with the Licensed Material
(“Twitter Marks”) solely to attribute Twitter as the source of the
Content.
- Basic
License. On condition that Twitter approves
Company’s application for “Basic” classification
status, then, in addition to the limited rights to use the Licensed
Material pursuant to the “Developer” license granted above
in Section 1.2.1, Twitter grants Company a non-exclusive,
non-transferable, non-sublicensable, revocable license during the Pilot
Phase (as defined below) to: (a) implement the Company Service for the
purpose of providing Pilot Participants (as defined below) only with
access to Content related to a Pilot-Approved Campaign (as defined
below) (and, if Company has “read/write” API Access Level,
enable the Company Service to allow Pilot Participants to manage
Twitter Ads for a Pilot-Approved Campaign through the Company Service);
and (b) display the Content within the Company Service (in accordance
with the Analytics Content Display Requirements (as defined in Section
2.1 below)) to a Pilot Participant solely for the purpose of optimizing
such Pilot Participant’s Pilot-Approved Campaign(s) on the
Twitter Service. “Pilot-Approved
Campaign” means a specific Pilot
Participant’s Twitter Ads campaign run on the Twitter Service
during the Pilot Phase, which campaign must be approved by Twitter in
advance and in writing (email to suffice for such purposes).
“Pilot
Participant” means a Company Client
authorized to access and use the Company Service (as it incorporates
the Licensed Material) during the Pilot Phase, which Company Client
must be approved by Twitter in advance and in writing (email to suffice
for such purposes). The selection of each Pilot Participant and
specific Pilot-Approved Campaigns will be at the mutual agreement of
the parties and at Twitter’s final discretion.
“Pilot Phase” means the period starting on the date that Twitter first
approves (via email notification to Company) Company’s
“Basic” classification status and ending ninety (90) days
thereafter.
- If Company’s application
for “Standard” classification status has not been approved
by Twitter (in its sole and absolute discretion) as of the expiration
date of the Pilot Phase, Company’s classification status (and
related access to the Twitter Ads API) will automatically revert to
“Developer” classification status, and Company’s
continued access and use of the Licensed Material shall be subject to
Section 1.2.1.
- Standard
License. On condition that Twitter
approves Company’s application for “Standard”
classification status, then, in addition to the limited rights to use
the Licensed Material pursuant to the “Developer” license
granted above in Section 1.2.1, Twitter grants Company a non-exclusive,
non-transferable, non-sublicensable, revocable license during the
Production Phase (as defined below) to: (a) implement the Company
Service for the purpose of providing a Company Client’s End Users
with access to Content related to such Company Client’s Twitter
Ads campaigns (and, if Company has “read/write” API Access
Level, enable the Company Service to allow a Company Client’s End
Users to manage such Company Client’s Twitter Ads campaigns
through the Company Service); (b) display the Content within the
Company Service (in accordance with the Analytics Content Display
Requirements (as defined in Section 2.1 below)) to a Company
Client’s End Users solely for the purpose of optimizing such
Company Client’s Twitter Ads campaigns on the Twitter Service;
and (c) enable the Company Service to export Content only in a
Twitter-approved format that complies with the Analytics Content
Display Requirements (as defined in Section 2.1 below) and via an
export mechanism that is approved by Twitter in accordance with Section
1.3 below. “Production
Phase” means the period starting on the
date that Twitter first approves (via email notification to Company)
Company’s “Standard” classification status through
the remainder of the Term.
- For clarity, the parties
acknowledge and agree that the licenses in Sections 1.2.1, 1.2.2 and
1.2.3, as applicable, will not take effect if Twitter does not approve
(in its sole and absolute discretion) Company’s application for
“Developer,” “Basic” and/or
“Standard” classification level.
- Restrictions on Company
Service. Without limiting the generality
of any other restrictions contained in this Agreement, (a) the Company
Service and Content may not be offered or provided by Company as a part
of an advertising network; and (b) in no event may the Company Service
enable any programmatic export (e.g., via an application programming
interface) or machine consumption of Content by any third party, unless
otherwise expressly approved by Twitter in advance and in
writing.
- End Users. If and to the extent that the applicable End User is not
already contractually bound (e.g., via a direct contractual
relationship with Twitter) to abide by the Twitter Master Services
Agreement located at
https://ads.twitter.com/terms (“Twitter Ads
MSA”), or terms materially identical
thereto, Company will contractually bind all End Users of the Company
Service who will have access to Content to abide by such Twitter Ads
MSA in connection with the purchase of Twitter Ads via the Company
Service (if and as applicable) as well as the access and use of
Content. Company will actively monitor and enforce each End
User’s compliance with the foregoing obligations, notifying
Twitter of any noncompliance. Company will immediately terminate
an End User’s access to the Company Service and retention of any
Content in the event that such End User is not in compliance with the
foregoing obligations or is using the Content in a manner that is
otherwise prohibited by this Agreement.
- Incorporated
Terms. Use of the Licensed Material is
further subject to, and governed by, the following terms and conditions
(as applicable):
- as it relates to
Company’s implementation and use of the Licensed Material, the
Twitter Developer Policy located at
https://dev.twitter.com/overview/terms/policy (“Developer
Policy”);
- as it relates to purchasing
Twitter Ads, the Twitter Ads MSA; and
- as it relates to
Company’s, and any Company Clients’ and End Users’,
use and storage of any Content, the Twitter Privacy Policy located
at
http://twitter.com/privacy (“Privacy
Policy”).
The Developer Policy, Twitter Ads MSA
and Privacy Policy are collectively referred to herein as the
“Twitter Policies”. Company agrees to the Twitter Policies, which are
hereby incorporated by reference and are available in hardcopy upon request
to Twitter. In the event of a conflict between the Twitter Policies
and this Agreement, this Agreement shall control. None of the Twitter
Policies expand or extend the license to the Licensed Material or Twitter
Marks granted in this Agreement.
- Requirements and Restrictions on
Use.
- Display Requirements, Integration
and Other Requirements. Company’s
implementation and use of the Licensed Material must at all times
comply with: (a) the product requirements attached hereto as
Exhibit A (“Product
Requirements”); (b) the display
guidelines attached hereto as Exhibit
B (“Analytics Content Display Requirements”); (c) all technical documentation for the Twitter Ads API
that has been, or will be, provided to Company by Twitter (including,
without limitation, any endpoint specifications or requirements); (d)
any onboarding processes specified by Twitter related to the Licensed
Material; (e) the Twitter Policies; and (f) any other guidelines and
policies applicable to the Licensed Material that may be provided to
Company by Twitter.
- Compliance. Company will abide by the limitations on access, calls and
use of the Twitter Ads API (“Rate
Limits”), as well as any additional
limitations or restrictions related to tokens, keys, passwords or other
login credentials to the Twitter Ads API (collectively,
“Token Limits”), as provided or communicated to Company by Twitter, which
Rate Limits and/or Token Limits may vary (in Twitter’s sole and
absolute discretion) depending on, without limitation, Company’s
specific classification status and/or specific API Access Level
then-currently granted by Twitter to Company at any given time during
the Term. Company will not attempt to exceed or circumvent the
Rate Limits or Token Limits or otherwise use the Twitter Ads API in a
manner that exceeds reasonable request volume, constitutes excessive or
abusive usage, or otherwise fails to comply, or is inconsistent with,
any part of this Agreement. Twitter may monitor Company’s use of
the Twitter Ads API to improve the Twitter Service and to ensure
Company’s compliance with this Agreement. Company shall
comply with any Twitter request to inspect and access the Company
Service, including, without limitation, providing Twitter with any
Company Service code related to the implementation of the Twitter Ads
API, to ensure that the integration of the Twitter Ads API into, and
display of the Content within, the Company Service complies with the
Product Requirements and Analytics Content Display Requirements,
Twitter quality controls and/or other terms and conditions of this
Agreement. Company will implement changes to the Company Service
to address any feedback that Twitter provides resulting from its
inspection within a timeframe acceptable to Twitter. If Company
is in non-compliance with any provision of this Agreement, including,
without limitation, if Company exceeds, or Twitter reasonably believes
that Company has attempted to circumvent, the Rate Limits, Token Limits
or any other controls to limit use of the Twitter Ads API, or if the
Company Service is not in compliance with the Product Requirements or
Analytics Content Display Requirements, or if Company provides access
to the Company Service during the Pilot Phase to any third party that
is not a Twitter-approved Pilot Participant or for any advertising
campaign that is not a Pilot-Approved Campaign, Twitter may immediately
suspend or terminate Company’s access to the Licensed Material
(or any part thereof).
- Control of Allocation of Twitter
Ads Inventory. For clarity, and
without limiting the generality of any other term or condition of this
Agreement, nothing in this Agreement is meant to represent or imply
that Company or the Company Service will have access, via the Twitter
Ads API, to any particular inventory or category of Twitter Ads, and
Twitter may (in its sole and absolute discretion) elect from time to
time, to limit, without restriction, the allocation of Twitter Ads
inventory to which Company or the Company Service has access (e.g.,
without limitation, due to Twitter’s strategic decisions
concerning sales channels, direct vs. non-direct client relationships,
agency relationships, etc.).
- Control of Twitter Ads Features,
API Calls and Functionality. For
clarity, and without limiting the generality of any other term or
condition of this Agreement, nothing in this Agreement is meant to
represent or imply that Company or the Company Service will have
access, via the Twitter Ads API, to any particular Twitter Ads feature,
API call or functionality, and Twitter may (in its sole and absolute
discretion) elect from time to time, to limit, without restriction,
those Twitter Ads features, API calls and/or functionalities to which
Company or the Company Service has access (for any or no
reason).
- Content Usage
Restrictions. Company will not, nor
attempt to (and will not allow others, including a Company Client or
any of its End Users to, or attempt to):
- use any Content for the purpose of
creating or augmenting end user profiles (including those associated
with any web cookie, mobile device identifier or other unique
identifier connected to any individual end user, browser or
device);
- unless expressly permitted under the
Analytics Content Display Requirements or otherwise specifically
approved by Twitter in advance and in writing, co-mingle,
or create
any combined display of, Content with any other data (including,
without limitation, any device-level data, or any conversion,
engagement, tracking or targeting data related to Twitter Ads or
Twitter advertising campaigns, or across campaigns), whether collected,
inferred, derived or provided by Company, a Company Client or any of
its End Users, Twitter (under a separate agreement) or another third
party (including, without limitation, any Twitter-approved, third-party
measurement or tracking partner);
- share or, unless otherwise agreed
between Company and the applicable Company Client, otherwise utilize
Content associated with one Company Client with any other Company
Client or any other third party;
- use Content, by itself or bundled
with third party data, outside of the Twitter Service, including,
without limitation, to remarket to or behaviorally target, retarget or
redirect a user with advertising via advertising networks or exchanges,
data brokers, or any other advertising or monetization services.;
or
- unless otherwise mutually agreed by
the parties in advance and in writing, provide Company Clients, their
End Users or any other third party with access to Content except for
the aggregated derivations of such material embodied in the user
interface of the Company Service (subject to Section 6.b. of
Exhibit A).
For clarity, access and use by Company
of any data, content or other materials provided (directly or indirectly)
by Twitter to Company under a separate agreement and/or in connection with
a separate Twitter program shall be governed wholly by the terms and
conditions of such separate agreement and/or program (and not the terms and
conditions of this Agreement). Furthermore, Licensed Material
provided to Company under this Agreement shall not be used by Company to
exercise its rights and/or fulfill its obligations under any separate
agreement Company has with Twitter and/or in connection with
Company’s participation in a separate Twitter program.
- Reverse Engineering and Other
Limitations. In addition to the
restrictions set forth above, Company will not, nor attempt to
(and will not allow any other parties, including a Company Client or
any of its End Users, to, or attempt to): (a) interfere with, modify,
disrupt, or disable any Twitter Ads, features, or functionality of the
Twitter Ads API, including, without limitation, any such mechanism used
to restrict or control the functionality of the Twitter Ads API; (b)
translate, reverse engineer, decompile, or disassemble the Twitter Ads
API; (c) defeat, avoid, by-pass, remove, deactivate, or otherwise
circumvent any software protection or monitoring mechanisms, or derive
the source code or the underlying ideas, algorithms, structure, or
organization form of the Twitter Ads API; (d) use the Twitter Ads API
to access, query, or store data from a third-party service or to
integrate the Company Service with a third-party service;
(e) access or
use the Licensed Material to build a product that is similar to or
competitive with the Twitter Service; (f) integrate the Licensed Material
into a stand-alone product or a product substantially comprised of the
Twitter Ads API or Content; (g) sell, assign, rent, lease,
sublicense, distribute, redistribute, export, syndicate, create
derivative works of, assign or otherwise transfer, provide access to or
make available, in whole or in part, the Licensed Material to any third
party, except as expressly permitted herein; (h) remove or alter any
proprietary notices or marks on the Licensed Material; or (i) use the
Licensed Material for any illegal, unauthorized or otherwise improper
purposes.
- Geography Data. Company will not (and will not allow others to) use or
access the Twitter Ads API to aggregate, cache or store place or other
geographic location information contained in any Content.
- PII.
Neither party will either: (a) provide data to the other party pursuant
to this Agreement that constitutes or contains any PII (as defined
below); or (b) link (or attempt to link) data provided by the other
party pursuant to this Agreement to data that constitutes or contains
any PII. As used herein, “PII” means personally
identifiable information; i.e., data that can be used to identify a
person or a household.
- Updates; Reporting;
Support.
- Updates. Company acknowledges that Twitter may update or modify the
Twitter Ads API, from time to time, and in Twitter’s sole and
absolute discretion (in each instance, an “Update”). Company is
required to implement and use the most current version of the Twitter
Ads API and to make any changes to the Company Service, at
Company’s sole cost and expense, that are required as a result of
such Update no later than thirty (30) days from the date that Twitter
notifies Company of the Update. Company will implement all tools
(if any) provided by Twitter to enable Updates. Updates may
adversely affect the manner in which the Company Service accesses or
communicates with the Twitter Ads API or displays Content.
Company’s continued access or use of the Twitter Ads API
following any such Update will constitute binding acceptance of the
Update.
- Reporting. Company will ensure that the Company Service properly uses
all reporting functionality that may be made available via Updates to
the Twitter Ads API.
- Support. Company is responsible for providing all support and technical
assistance to Company Clients and their End Users regarding the use of
the Company Service (including any issues related to the Licensed
Material). Twitter is not obligated to provide support or
technical assistance directly to Company or any Company Clients or any
of their End Users, and Company will not represent to any Company
Clients or any of their End Users that Twitter is available to provide
such support. If and to the extent available, Company will have
access to applicable online forums located at
https://twittercommunity.com related
to the Licensed Material.
- Twitter Ads; Removals; End User
Data; Security; Data Deletion; Opt-outs
- Twitter Ads. If Company has “read/write” API Access Level
and the Company Service displays or allows End Users to create or post
Twitter Ads through the Company Service: (a) Company must promptly
provide such Twitter Ads to Twitter; and (b) Company will obtain the
necessary licenses and authorizations from the applicable Company
Client for Company to use such Twitter Ads on behalf of such applicable
Company Client.
- Removals. When requested by Twitter, through the Twitter Ads API or
otherwise, Company will promptly: (a) delete Content from the Company
Service that Twitter reports as deleted or expired; (b) change
Company’s treatment of Content that Twitter reports is subject to
changed sharing options; and (c) modify Content on the Company Service
that Twitter reports has been modified. Company is responsible
for the quality of Twitter Ads transmitted to the Twitter Service by
the Company Service. Twitter reserves the right to revoke access
to the Twitter Ads API and/or, if applicable, remove any specific
Twitter Ads from the Twitter Service for any objectionable use by
Company, any Company Clients, or any of their End Users (including,
without limitation, any violation of the Twitter Ads policies located
at:
https://support.twitter.com/adspolicy).
- End User Data.
Either party may collect information from
end users of its products and services, including end user data that
may be deemed PII relating to such end user (“End User Data”). If Company
collects End User Data via the Company Service, Company will provide a
privacy policy to End Users that clearly discloses the End User Data
that Company collects as well as Company’s other relevant
information practices. Company’s privacy policy will be in
accordance with all applicable laws, rules and regulations, and be no
less protective of end users than the Privacy Policy.
- Security. Company will use industry-standard security measures in
connection with its performance under this Agreement, including, but
not limited to, industry-standard security measures for data
transmission and storage. Company will also use reasonable
technical and organization security measures (including, at a minimum,
password protection and access protocol restrictions), and in no event
less care than it uses in connection with transmitting and securing
Company’s own data, to restrict access to Content and developer
tokens to only those individual Company personnel who need to access
such Content and developer tokens in order exercise Company’s
rights and/or fulfill Company’s obligations pursuant to this
Agreement as specifically related to the implementation and use of the
Twitter Ads API. If Company becomes aware of any unauthorized
access to any Content or any developer tokens, Company must immediately
notify Twitter, consult and cooperate with Twitter in any
investigations, provide any required notices and/or provide any
information reasonably requested by Twitter.
- Data Deletion.
Company shall delete and securely erase
Content from its systems when Company no longer has a legitimate
business need to retain such Content in order to exercise
Company’s rights and/or fulfill Company’s obligations under
this Agreement, but in no event longer than the earlier of: (a)
eighteen (18) months from the date that Company first receives the
applicable Content, or (b) thirty (30) days following the expiration or
termination date of the Agreement (in accordance with Section 6.3
below). In addition, at any time, Company agrees to delete and
securely erase, immediately upon Twitter’s written request (which
may be delivered via email), any Content that Twitter deems necessary
or desirable to delete and securely erase (in Twitter’s sole and
absolute discretion).
- No Monetization of Licensed
Material. Company will not charge Company
Clients a premium for access to Twitter Ads and/or Content through the
Company Service in excess of Company’s standard rates for the
Company Service (which are subject to the Product
Requirements).
- Term; termination.
- Term.
This Agreement will commence on the Effective Date and will remain in
effect for one (1) year (the “Initial
Term”) and automatically continue
thereafter for additional, successive one (1) year terms (each a
“Renewal Term”), unless either party delivers written notice of
non-renewal at least thirty (30) days prior to the expiration of the
Initial Term or then-current Renewal Term, as applicable. The
Initial Term and all Renewal Terms will collectively be referred to as
the “Term.”
- Termination. Notwithstanding the foregoing, this Agreement may be
terminated by Twitter: (a) immediately upon written notice to Company
if Company merges or is acquired, in whole or in part, by any third
party, whether voluntarily or involuntarily, and/or by operation of law
(including, without limitation, in connection with a merger,
acquisition, or sale of assets, whether Company is the surviving or
disappearing entity); (b) immediately upon written notice to Company if
Company has a receiver or similar party appointed for its property,
becomes insolvent, acknowledges its insolvency in any manner, ceases to
do business, makes an assignment for the benefit of its creditors, or
files a petition in bankruptcy; or (c) for any reason upon thirty (30)
days’ prior notice to Company (including by email to the address
associated with Company’s account). In addition, without
limiting any other remedy in this Agreement or available at law or in
equity, Twitter may immediately suspend Company’s access to the
Licensed Material (or any part thereof) or terminate any and all
license(s) granted to Company under this Agreement or this Agreement in
entirety, at any time and without notice, if Company breaches any term
or condition of this Agreement or otherwise engages in activities that
Twitter reasonably determines are likely to cause, or have caused,
liability to Twitter.
- Effect of Termination.
Upon expiration or termination of this
Agreement: (a) all rights and licenses granted hereunder will
immediately cease and Company shall immediately cease accessing and
using the Licensed Material; (b) within thirty (30) days of such
expiration or termination, Company will remove, delete and securely
erase all Content (including all copies and portions thereof) in all
forms and types of media from the Company Service or otherwise in
Company’s possession or control; and (c) within thirty (30) days
of such expiration or termination, Company will use delete and securely
erase all copies of any Confidential Information (as defined below in
Section 7.1) in Company’s possession or control. Twitter
will not be liable for any costs, expenses, or damages as a result of
its termination of this Agreement.
- Survival. Those terms that by their nature should survive either expiration
or termination of this Agreement, shall survive, including, but not
limited to, Sections 1.3-1.5, 2.5-2.8, 4.3, 4.5, 6.3, 6.4, 7 - 14 and
16.
- Confidentiality;
Publicity
- Confidential Information.
All proprietary information provided by
Twitter to Company pursuant to this Agreement, which includes, without
limitation, information (tangible or intangible) regarding
Twitter’s technology, designs, techniques, research, know-how,
specifications, product plans, pricing, customer information, user
data, current or future strategic information, current or future
business plans, policies or practices, employee information, and other
business and technical information (including, without limitation,
results, analysis or data regarding uptime, reliability, traffic and
growth metrics, network quality, and other usage statistics of the
Twitter Service, in the aggregate or otherwise, derived from
Company’s use of the Licensed Material or the Twitter Service)
(collectively, “Confidential
Information”) is confidential and
proprietary to Twitter. Without limiting the foregoing, the terms
and conditions of this Agreement, the Licensed Material, Product
Requirements, Analytics Content Display Requirements and any other
documentation, onboarding processes or other materials related to the
Twitter Ads API provided by Twitter to Company under this Agreement
shall be deemed Confidential Information. Company may use this
Confidential Information only as necessary in fulfilling
Company’s obligations under, and exercising Company’s
rights granted in, this Agreement. Except as expressly permitted
under this Agreement, Company may not disclose any of this Confidential
Information to any third party without Twitter’s prior written
consent. Company will protect this Confidential Information from
unauthorized use, access, or disclosure using precautions that are at
least as stringent as those that Company would use to protect
Company’s own confidential and proprietary information of a
similar nature, and in any event with no less than a reasonable degree
of care.
- Publicity. Company may not issue any press release, blog post or otherwise make any
public announcement or disclosure concerning this Agreement, any of the
activities contemplated hereunder, or concerning the relationship
between Company and Twitter or use the Licensed Material or Twitter
Marks (except as permitted herein), without Twitter’s prior
written consent (which for such purposes may include
email).
- Ownership; Usage Data;
Feedback.
- Ownership.
- Twitter. As between Company and Twitter, Twitter owns all worldwide
right, title and interest in and to the Licensed Material, Twitter
Marks and Twitter Service (and any derivative works or enhancements of
any of the foregoing), including but not limited to all intellectual
property rights therein. Company will not to do anything inconsistent
with such ownership. Any rights not expressly granted herein are
withheld. Company will not challenge Twitter’s ownership of the
Twitter Marks, challenge the validity of this license, or otherwise
copy or exploit the Twitter Marks during or after the termination of
this Agreement, except as specifically authorized herein. If
Company acquires any rights in the Twitter Marks or any confusingly
similar marks, by operation of law or otherwise, Company will, at no
expense to Twitter, immediately assign such rights to
Twitter.
- Company.
As between Company and Twitter, Company
retains all worldwide right, title and interest in and to the Company
Service, excluding the Licensed Material, Twitter Marks and Twitter
Service (and any derivative works or enhancements of any of the
foregoing), including but not limited to all intellectual property
rights therein.
- Usage Data. Twitter may publish, share or otherwise distribute, to any
party, analytics, statistics or other data related to Company’s
use of the Licensed Material, web service, portal or proxy usage
(“Usage Data”), provided that such Usage Data does not allow Company to
be individually identified.
- Feedback. Company may provide Twitter with comments concerning the Licensed
Material or Company’s evaluation and use thereof
(“Feedback”). Company agrees that Twitter and its designees will
be free to copy, modify, create derivative works, publicly display,
disclose, distribute, license and sublicense, incorporate, and
otherwise use the Feedback, including derivative works thereto, for any
and all commercial and non-commercial purposes with no obligation of
any kind to Company. Nothing in this Agreement will prevent
Twitter from developing products or services that may be competitive
with Company’s or any Company Clients’ or End Users’
products or services.
- Representations and Warranties;
Beta Features; Disclaimer.
- Representations and
Warranties. Each party represents and
warrants to the other that it has full right, power and authority to
enter into and perform its obligations and duties under this Agreement,
and that entering into this Agreement, and performing its obligations
hereunder, will not constitute a breach or default of or otherwise
violate any agreement to which such party or, in the case of Twitter,
any of its Affiliates are a party. Company further represents and
warrants that: (a) Company will maintain throughout the Term all
rights, licenses and permissions that are required with respect to the
Company Service; (b) the Company Service does not infringe,
misappropriate or otherwise violate any third party rights; and (c) the
Company Service and its use, distribution, and license, does and will
continue to comply with all applicable foreign, federal, state, and
local laws, rules, and regulations.
- Beta Features. If and to the extent that Twitter provides (in its sole
and absolute discretion) Company with any access to any features and
functionality that are designated private, unreleased, in development,
or in "beta” in the Twitter Ads API (collectively,
“Beta Services”), Company acknowledges and agrees that Beta Services are
not supported by Twitter, and Beta Services (or any portion thereof)
may be launched publicly or made unavailable at any time (in each case,
in Twitter’s sole and absolute discretion). Beta Services
are provided “AS IS” to the fullest extent of the law, and
Company’s use of such Beta Services is at Company’s own
risk and consent
- Disclaimer. THE
LICENSED MATERIAL AND ANY OTHER TWITTER PRODUCTS AND SERVICES
(INCLUDING, WITHOUT LIMITATION, ANY BETA SERVICES) PROVIDED HEREUNDER
ARE PROVIDED “AS IS” AND ON AN “AS-AVAILABLE”
BASIS, WITHOUT WARRANTY OF ANY KIND. TWITTER DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE,
INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,
NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES
OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
TWITTER DOES NOT WARRANT THAT THE LICENSED MATERIAL AND ANY OTHER
TWITTER PRODUCTS AND SERVICES (INCLUDING, WITHOUT LIMITATION, ANY BETA
SERVICES) PROVIDED HEREUNDER WILL MEET ALL OF COMPANY’S
REQUIREMENTS OR THAT USE OF SUCH LICENSED MATERIAL BE ERROR-FREE,
UNINTERRUPTED, VIRUS-FREE, OR SECURE. THIS DISCLAIMER OF WARRANTY
MAY NOT BE VALID IN SOME JURISDICTIONS AND COMPANY MAY HAVE WARRANTY
RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH
WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF
THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).
- Limitation of
Liability.
Limitations. IN NO EVENT WILL TWITTER BE LIABLE TO COMPANY, ANY COMPANY
CLIENTS OR END USERS FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR
CONSEQUENTIAL DAMAGES, OR FOR LOST REVENUE, LOST PROFITS, COSTS OF
REPLACEMENT OF GOODS OR SERVICES, LOSS OF TECHNOLOGY, GOODWILL, RIGHTS OF
SERVICES, LOSS OF DATA OR INTERRUPTION OR OF LOSS OF USE OF SERVICE ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR COMPANY’S, ANY COMPANY
CLIENT’S OR ANY END USER’S USE OF THE LICENSED MATERIAL,
TWITTER MARKS OR ANY TWITTER PRODUCTS AND/OR SERVICES (INCLUDING, WITHOUT
LIMITATION, ANY BETA SERVICES) PROVIDED HEREUNDER, WHETHER SUCH LIABILITY
ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING
NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT TWITTER HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS
APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES
AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE
EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW.
THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH
HEREIN ARE AGREED ALLOCATIONS OF RISK AND WILL APPLY NOTIWTHSTANDING THE
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ANY CASE,
TWITTER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED
FIFTY U.S. DOLLARS (US$50.00).
- Indemnification.
Company will indemnify, defend, or at
its option settle and hold Twitter, its Affiliates, and its and their
officers and employees, harmless from any and all claims, damages, losses,
liabilities, actions, judgments, costs, and expenses (including reasonable
attorneys’ fees) brought by a third party arising out of or in
connection with: (a) any act or omission by Company in connection with
Company’s use of the Licensed Material or the Twitter Marks; (b)
Company’s use of the Licensed Material or the Twitter Marks other
than as expressly allowed by this Agreement; (c) Company’s breach or
claimed breach of any of the terms, restrictions, obligations or
representations under this Agreement; or (d) the Company Service.
Company will assume control of the defense and settlement of any
claim subject to indemnification by Company. Twitter may, however, at any
time elect to take over control of the defense and settlement of any such
claim. In any event, Company will not settle any claim without
Twitter’s prior written consent.
- User Protection.
Company will not (a) knowingly allow or
assist any government entities, law enforcement, or other organizations to
conduct surveillance on Content or obtain information on Twitter’s
users or their Tweets that would require a subpoena, court order, or other
valid legal process, or that would otherwise have the potential to be
inconsistent with Twitter’s users’ reasonable expectations of
privacy; or (b) display, distribute or otherwise make available Content to
any person or entity that Company reasonably believes will use such data to
violate the Universal Declaration of Human Rights (located at
http://www.un.org/en/documents/udhr/),
including without limitation Articles 12, 18, or 19. Any law
enforcement personnel seeking information about Twitter users will be
referred to Twitter’s Guidelines for Law Enforcement located
at
https://t.co/le.
- Government Use.
The Licensed Material are
"commercial items" as that term is defined at 48 C.F.R. 2.101,
consisting of "commercial computer software" and "commercial
computer software documentation" as such terms are used in 48 C.F.R.
12.212. Any use, modification, derivative, reproduction, release,
performance, display, disclosure or distribution of the Licensed
Material by
any government entity is prohibited, except as expressly permitted by
the terms of this Agreement. Additionally, any use by U.S. government
entities must be in accordance with 48 C.F.R. 12.212 and 48 C.F.R.
227.7202-1 through 227.7202-4. Contractor/manufacturer is Twitter,
Inc. 1355 Market Street, Suite 900, San Francisco, California
94103.
- Compliance with Laws; Export and
Import.
Each party will comply with all applicable foreign,
federal, state, and local laws, rules and regulations. The Licensed
Material is subject to U.S. export laws and may be subject to import and
use laws of the country where it is delivered or used. Company agrees to
abide by these laws. Under these laws, the Licensed Material may not be
sold, leased, downloaded, moved, exported, re-exported, or
transferred across borders without a license, or approval from
the relevant government authority, to any country or to any foreign
national restricted by these laws, including countries embargoed by the
U.S. Government (currently Cuba, Iran, North Korea, Northern Sudan and
Syria); or to any restricted or denied end-user including, but not limited
to, any person or entity prohibited by the U.S. Office of Foreign Assets
Control; or for any restricted end-use.
- Modifications.
Twitter may update or modify the
Twitter Policies, Twitter Trademark Guidelines, technical documentation and
any other guidelines or policies related to the Licensed Material
(including, without limitation, the Product Requirements and Analytics
Content Display Requirements), from time to time, at Twitter’s sole
discretion, by posting the changes, as applicable, on the Developer Site,
the URL where the applicable Twitter Policy is posted or by otherwise
notifying Company (such notice may be via email). If any change is
unacceptable to Company, Company’s only recourse is to cease all use
of the Licensed Material and Twitter Marks. Company’s continued
access or use of the Licensed Material and Twitter Marks following any such
updates or modifications will constitute binding acceptance of the updates
and modifications.
- Miscellaneous.
16.1 Notices.
Any notice required or permitted by
this Agreement shall be in writing and shall be delivered as follows, with
notice deemed given as indicated: (a) by personal delivery when
delivered personally; (b) by overnight courier upon
written verification of receipt; (c) by certified or
registered mail, return receipt requested, upon verification of receipt; or
(d) by
electronic mail when the recipient acknowledges having received the
applicable email. Notice shall be sent to the addresses set forth
below or such other address as either party may specify in writing.
Notices for breach sent by Company to Twitter must be sent by via
overnight courier or certified or registered mail only. Notices to
Company will be sent to the Company address on record with Twitter.
Notices to Twitter will be delivered to: Twitter, Inc., 1355 Market
Street, Suite 900, San Francisco, CA 94103, Attn: General Counsel, with a
compulsory copy to: Head of Revenue Partnerships and rev.api.legal@twitter.com.
16.2 Assignment.
Company may not assign this Agreement or any of the rights or obligations
granted hereunder, in whole or in part, to any third party, whether
voluntarily, involuntarily and/or by operation of law (including, without
limitation, in connection with a merger, acquisition, or sale of assets,
whether Company is the surviving or disappearing entity), except with the
express written consent of Twitter, and any attempted assignment in
violation of this paragraph is null and void, and Twitter may immediately
terminate this Agreement. This Agreement will bind and inure to the
benefit of each party’s permitted successors and assigns.
16.3 No
partnership. This Agreement does not
create or imply any partnership, agency or joint venture. No waiver by
either party of any covenant or right under this Agreement will be
effective unless memorialized in a writing duly authorized by such
party.
16.4 No
Third Party Beneficiaries. There
shall be no third party beneficiaries to this Agreement.
16.5 Severability.
If any part of this Agreement is determined to be invalid or unenforceable
by a court of competent jurisdiction, that provision will be enforced to
the maximum extent permissible and the remaining provisions of this
Agreement will remain in full force and effect.
16.6 Waiver.
The waiver by either party of a breach of any provision of this Agreement
by the other party shall not operate or be construed as a waiver of any
other or subsequent breach by that party. No waiver by Twitter of any
covenant or right under this Agreement will be effective unless
memorialized in a writing duly authorized by Twitter.
16.7 Governing
Law and Jurisdiction. This Agreement
will be governed by and construed in accordance with, the laws of the State
of California, without regard to, or application of, conflicts of law rules
or principles. All claims arising out of or relating to this
Agreement will be brought exclusively in the federal and state courts in
San Francisco County, California, USA, and each party consents to the
jurisdiction and venue of such courts and to the service of process by
registered or certified mail, return receipt requested. The parties
agree that neither the United Nations Convention on Contracts for the
International Sale of Goods nor the Uniform Computer Information
Transaction Act (UCITA) shall apply to this Agreement, regardless of the
states in which the parties do business or are incorporated.
16.8 Injunctive
Relief. Each party agrees that money
damages would be an inadequate remedy in the event of a breach or
threatened breach of the provisions in this Agreement protecting
Twitter’s intellectual property (including, without limitation, the
Licensed Material) and/or Twitter’s Confidential Information, and
that, in the event of such a breach or threat, Twitter, in addition to any
other remedies to which Twitter is entitled, is entitled to such
preliminary or injunctive relief (including an order prohibiting the other
party from taking actions in breach of such provisions), without the need
for posting bond, and specific performance as may be appropriate to
preserve all of Twitter’s rights.
16.9 Entire
Agreement. This Agreement (including
the Exhibits attached hereto) constitutes the entire agreement between the
parties relating to this subject matter hereof and supersedes and replaces
all prior or contemporaneous proposals, understandings, communications and
agreements, oral or written, concerning such subject matter. Any
amendments to this Agreement shall be made in writing and signed by a
representative of the respective parties authorized to bind the parties.
Exhibit A: Product
Requirements
In all instances (i.e., whether
Company has “read” or “read/write” API Access
Level), the Company Service should enable marketers to more efficiently
optimize Twitter Ads campaigns on the Twitter Service, take advantage of
Twitter’s real-time conversation, and develop Twitter Ads that
improve the user experience. In addition, if Company has
“read/write” API Access Level, unless otherwise agreed to in
writing in advance by Twitter and Company, the Company Service must
programmatically integrate the ability to manage all reasonable media
types, including Promoted Tweets in Timeline and Search, Promoted Accounts,
and all associated targeting criteria.
Accordingly, the Company Service, at
all times, will meet the following requirements (as applicable based on
Company’s API Access Level):
- Product Pricing: Paid access to the Company Service must be priced on a
fixed or variable percentage of spend fee structure.
- Transparency
- Spend.
- If Company has
“read/write” API Access Level, then any pricing reports
delivered by Company to Company Clients and their End Users must
include amounts spent on Twitter Ads as compared to amounts spent on
the Company Service broadly. In addition, Company must clearly itemize (i)
the Twitter Ads spend in Twitter’s native metrics (e.g., as
applicable, CPE/CPF) and (ii) all fees payable for use of the Company
Service.
- Company must always include CPE or
CPF metrics (or other applicable Twitter native metrics) adjacent to
last-click attribution metrics (e.g., CPC) or other reporting metrics
(e.g. CPM).
- Company Service will include a
self-serve reporting dashboard that will include the capability for
Company to report on all metrics generally provided via the Twitter Ads
API.
- Data. Company will: (i) use commercially reasonable efforts to maintain
up-to-date Content within the Company Service in connection with the
Twitter Ads API integration; and (ii) clearly disclose to Company
Clients and their End Users any material delay inherent in any
information regarding the Company Client’s Twitter Ads campaigns
and/or related analytics data.
- Accounts. Each End User must be given a separate account to access
the Company Service, including a unique user name and
password.
- Company
Service.
- Each self-serve, managed, and
white-labeled version of the Company Service must be assigned a unique
token.
- Each launch of a customized
version of Company Service for a specific Company Client must be
approved by Twitter in advance and in writing (email to suffice for
such purposes). In addition, the creation of a white-labeled
version of Company Service for a specific Company Client must be
approved by Twitter in advance and in writing (email to suffice for
such purposes).
- Clients and Account
Management.
- A Company Client must be given the
ability to quickly and easily disassociate its Twitter Ads campaigns
from the Company Service and regain exclusive, direct control of its
Twitter Ads account(s).
- Only the Company Client and its End
Users may be allowed to view such Company Client’s account data
or features via the Company Service.
- Other Requirements.
- Any Company Service functionality that
replicates a Twitter feature will utilize Twitter’s naming
nomenclature and feature names, subject to any applicable Twitter
Trademark Guidelines.
-
Company may not commercialize, market or provide
access to the Licensed Material to any third parties (including any
Company Clients or their End Users) until the implementation of the
Twitter Ads API and integration and display of any Content within
Company Service (collectively, the “Twitter Integration”) has
been approved in advance by Twitter via the process described in
this Section. Company will give Twitter access to the Company
Service so that Twitter can review the Twitter Integration.
Twitter will inform Company in writing (email being
sufficient) if the Twitter Integration is approved or rejected (in
Twitter’s sole discretion). Throughout the Term,
Company will submit to Twitter any changes to the Company Service
that affect the Twitter Integration, which Twitter shall have the
right to approve or reject in writing (email being sufficient), in
Twitter’s sole discretion.
Exhibit B: Analytics
Content Display Requirements
These Analytics Content
Display Requirements govern how Company can display Content within the
Company Service. Company agrees to abide by these Analytics Content
Display Requirements at all times.
Defined Metrics
All campaigns shown in the Company
Service that display Content must include
the applicable defined metrics specified below associated with the various
campaign objectives identified below (each, a “Campaign Objective”).
Content metrics must be calculated by Company based on the following
endpoints and formulas:
Campaign Objective: Tweet
Engagements
Impressions*
|
promoted_tweet_search_impressions +
promoted_tweet_timeline_impressions
*All capitalized uses of
the term “Impressions” in
this “Tweet engagements” Campaign Objective
table mean the specific metrics described in this
row.
|
CPM
|
billed_charge_local_micro /
Impressions
|
Total
Engagements*
|
promoted_account_follows
+ promoted_tweet_search_
engagements +
promoted_tweet_timeline_engagements
or
promoted_account_follows
+ promoted_tweet_search_clicks +
promoted_tweet_search_replies +
promoted_tweet_search_retweets +
promoted_tweet_search_follows +
promoted_tweet_timeline_clicks +
promoted_tweet_timeline_replies +
promoted_tweet_timeline_retweets +
promoted_tweet_timeline_follows
*All capitalized uses of
the term “Total
Engagements” in this
“Tweet engagements” Objective Campaign table
mean the specific metrics described in this row.
|
Engagements
Rate
|
Total Engagements
/
Impressions
|
CPE
|
billed_charge_local_micro /
Total
Engagements
|
Campaign Objective: Website
Clicks or conversions
Impressions*
|
promoted_tweet_search_impressions +
promoted_tweet_timeline_impressions
*All capitalized uses of
the term “Impressions” in
this “website clicks or conversions” Objective
Campaign table mean the specific metrics described in this
row.
|
CPM
|
billed_charge_local_micro /
Impressions
|
Link Clicks*
|
promoted_tweet_search_url_clicks +
promoted_tweet_timeline_url_clicks
*All capitalized uses of
the term “Link
Clicks” in this
“website clicks or conversions” Campaign
Objective table mean the specific metrics described in this
row.
|
Click Rate
|
Link
Clicks /
(promoted_account_impressions +
promoted_tweet_search_impressions +
promoted_tweet_timeline_impressions)
|
CPLC
|
billed_charge_local_micro /
Link Clicks
|
Conversion
|
conversion_site_visits
|
Conversion
Rate
|
conversion_site_visits
/
Impressions
|
CPA
|
billed_charge_local_micro
/
conversion_site_visits
|
Campaign Objective: App
Install
Impressions*
|
promoted_tweet_search_impressions +
promoted_tweet_timeline_impressions
*All capitalized uses of
the term “Impressions” in
this “app install” Campaign Objective table
mean the specific metrics described in this row.
|
CPM
|
billed_charge_local_micro /
Impressions
|
App Install
|
promoted_tweet_app_install_attempts
|
App Clicks*
|
promoted_tweet_app_install_attempts +
promoted_tweet_app_open_attempts
*All capitalized uses of
the term “App
Clicks” in this “app
install” Campaign Objective table mean the specific
metrics described in this row.
|
App Click
Rate
|
App Clicks /
Impressions
|
CPAC
|
billed_charge_local_micro /
App Clicks
|
Conversion
Rate
|
mobile_conversion_installs /
Impressions
|
CPI
|
billed_charge_local_micro /
mobile_conversion_installs
|
Campaign Objective:
Followers
Impressions*
|
promoted_account_impressions
*All capitalized uses of
the term “Impressions” in
this “followers” Campaign Objective table mean
the specific metrics described in this row.
|
CPM
|
billed_charge_local_micro /
Impressions
|
Followers
|
promoted_account_follows
|
Follow Rate
|
promoted_account_follow_rate
|
CPF
|
billed_charge_local_micro /
promoted_account_follows
|
Campaign Objective: Leads
Impressions*
|
promoted_tweet_search_impressions +
promoted_tweet_timeline_impressions
*All capitalized uses of
the term “Impressions” in
this “leads” Campaign Objective table mean the
specific metrics described in this row.
|
CPM
|
billed_charge_local_micro /
Impressions
|
Leads
|
promotion_card_responses
|
Lead Rate
|
promotion_card_responses
/
Impressions
|
Cost Per Lead
|
billed_per_card_response
|
Campaign Objective:
Video
Impressions*
|
promoted_tweet_search_impressions +
promoted_tweet_timeline_impressions
*All capitalized uses of
the term “Impressions” in
this “video” Campaign Objective table mean the
specific metrics described in this row.
|
CPM
|
billed_charge_local_micro /
Impressions
|
Video Views
|
promoted_video_total_views
|
View Rate
|
promoted_video_total_views /
Impressions
|
Cost Per View
|
billed_charge_local_micro /
promoted_video_total_views
|
Display
Guidelines
Cross Channel: If the Company Service displays metrics about campaigns run on
third party networks or by third party publishers side-by-side with
Content, all of the following requirements and restrictions
apply:
- Any third party
network/publisher campaign metrics must be displayed alongside the
Content in the Company Service and such third party network/publisher
campaign metrics displayed in the Company Service can only include the
same category of metrics as the defined metrics for the Content (based
on the specific Campaign Objective) as specified above in the Defined
Metrics section of this Exhibit
B. For example, if an advertiser is
running an app install campaign on a third party network, only
third-party-network campaign metrics that are of the same category as
the applicable defined metrics for the Content associated with the app
install Campaign Objective (as specified above in the Defined Metrics
section of this Exhibit
B) can be shown alongside the Content.
- The applicable defined
metrics for a given Campaign Objective must be shown every time a
campaign is displayed within the Company Service.
- Aggregating metrics to
display cross channel data is not permitted, unless the aggregated
metrics can be referenced (across all third party networks) against the
same category of metrics associated with a campaign objective that is
the same or similar to the applicable Campaign Objective and associated
defined metrics (as specified above in the Defined Metrics section of
this Exhibit B). For example, aggregating total engagements for
network A, network B, and network C would not be permitted if
engagement rates across all channels are not calculated using the same
formulas.
- If the Company Service
displays any organic Tweet analytics data, Company must comply with the
Twitter Developer Agreement located at:
https://dev.twitter.com/overview/terms/agreement and the Developer Policy as it relates to Company’s implementation, use and
display of the organic Tweet
analytics data.
Third Party-Sourced
Data: If the Company Service also displays
metrics sourced from third parties other than Twitter, all of the following
requirements and restrictions apply:
- If the Company Service
displays metrics sourced from third parties other than Twitter, the
same requirements and restrictions that apply to displaying cross
channel metrics about campaigns run on third party networks or by third
party publishers set forth above apply to the display of the metrics
sourced from third parties.
- If any metrics sourced from
third parties are displayed in the Company Service, such third-party
metrics must be associated to a specific campaign and displayed
alongside the corresponding Content for such campaign, which must
include all applicable defined metrics (based on the specific Campaign
Objective) specified above in the Defined Metrics section of
this Exhibit B. Without limiting the generality of the foregoing, if the
same category of campaign metrics are provided to Company by both
Twitter and a third party source, Company will show the Content and
corresponding third-party-sourced metrics side-by-side in the Company
Service. For example, if Company displays link click and
click-rate metrics from a third party source, Company will display
Twitter’s click and click-rate metrics alongside the
third-party-sourced link click and click rate metrics.
- If Company or any Company
Client or its End User uses a third party tracking solution, any third
party tracking solution data that is displayed alongside the Content in
the Company Service must be the same category of defined metrics (based
on the specific Campaign Objective) specified above in the Defined
Metrics section of this Exhibit
B. For example, if Company or any
Company Client or its End User uses a third party pixel to track
website clicks from Promoted Tweets, and such data is displayed in the
Company Service, Company must show link clicks, click rate, cost per
link click and CPA from Twitter (if available) alongside such data.
- Notwithstanding the
foregoing, if the third party tracking solution is provided by a
Twitter Measurement Partner (as defined below), then Twitter requires
that only the Content delivered through the Twitter Ads API (and not any
corresponding data delivered by the Twitter Measurement Partner)
is displayed in
the Company Service. For the avoidance of doubt, Company will not
display any data sourced from a Twitter Measurement Partner alongside
or in place of any Content delivered through the Twitter Ads API. As used in
this Exhibit B, “Twitter
Measurement Partner” means a
Twitter mobile measurement partner designated by Twitter from time to
time, in its sole and absolute discretion; provided that any third
party listed at any time under the “Mobile Measurement”
heading on the Twitter Marketing Platform Partners page at
https://business.twitter.com/partners/list/marketing-platform-partners shall
be automatically designated as a Twitter Measurement
Partner.
Exhibit C: Twitter Trademark
Guidelines
These Twitter Trademark
Guidelines (“Guidelines”)
apply to Company’s use of Twitter Marks. Strict compliance with
these Guidelines is required at all times, and any use of the Twitter Marks
in violation of these Guidelines will automatically terminate any license
related to Company’s use of the Twitter Marks.
- Company may use the Twitter
Marks solely for the purpose expressly authorized by Twitter, and
Company’s use must comply with the most up-to-date version of (i)
all agreement(s) with Twitter regarding Company’s use of the
Twitter Marks; (ii) these Guidelines; and (iii) the Brand Usage
Guidelines (accessible at
https://about.twitter.com/press/brand-assets).
- Company may not alter the
Twitter Marks in any manner, including but not limited to, changing the
proportion, color or font of the Twitter Marks, or adding or removing
any elements from the Twitter Marks.
- Company may not use the
Twitter Marks in any manner that implies sponsorship or endorsement by
Twitter.
- Company may not use the
Twitter Marks to disparage Twitter, its products or services, or in a
manner which, in Twitter’s sole discretion, may diminish or
tarnish Twitter’s goodwill in the Twitter Marks.
- Company may not use the
Twitter Marks to refer to any other product or service other than
Twitter. The TWEET and RETWEET marks must only be used to
reference Twitter’s Tweet and Retweet products.
- The Twitter Marks must
appear by themselves, with reasonable spacing between each side of the
marks, and other visual, graphic or textual elements.
- The Twitter Marks should not
be placed in any way that that interferes with the readability or
display of the entirety of the Twitter Marks.
- Company must display the
following attribution on any materials that display the Twitter Marks:
“TWITTER, TWEET, RETWEET and the Twitter Bird are trademarks of
Twitter, Inc. or its affiliates.”
- The Twitter Marks may not be
included in or as part of Company’s registered corporate name,
logos, or in the Company Service or other product or service name, or
used by Company. Company will not otherwise use business names
and/or logos in a manner that can mislead, confuse, or deceive users of
the Company Service.
- Company may not create any
derivative works of the Twitter Marks.
- Company shall not use any
Twitter Marks except as expressly authorized under this Agreement,
unless Company has obtained Twitter’s prior written consent (in
each instance).
- Company acknowledges that
all rights to the Twitter Marks are the exclusive property of Twitter,
and all goodwill generated through Company’s use of the Twitter
Marks will inure to the sole benefit of Twitter. Company will not
take any action that is in conflict with Twitter’s rights in, or
ownership of, the Twitter Marks.
Twitter reserves the rights,
exercisable at its sole discretion, to modify these Guidelines and/or the
Twitter Marks at any time and to take appropriate action against any
unauthorized or nonconforming use of the Twitter Marks. If Company
has any questions about these Guidelines, please contact
trademarks@twitter.com for
assistance, or write to Twitter at: Twitter, Inc., Attention: Trademarks,
1355 Market Street, San Francisco, CA 94103.
Marks:
“Twitter, Inc.” and
“Twitter”