Macy's Media Network Self-Service Platform for Sponsored Products – Terms & Conditions

These terms and conditions (“Self-Serve Ad Terms” or “Terms”) apply to your access and use of the self-service advertising platform (the “Platform”) offered by Advertex Communications Inc. d/b/a Macy's Media Network (“MMN”) and apply to all digital advertising services for sponsored ads made available through the Platform (“Sponsored Ad Services”). As a condition to using the Platform, each advertiser (“Advertiser”) agrees to be bound by these Terms. If an agency (“Agency“) procures Sponsored Ad Services or uses the Platform on behalf of Advertiser, Agency hereby agrees to be bound by these Terms on behalf of Advertiser and as if it were the Advertiser.

The individual agreeing to these Terms on behalf of Advertiser or Agency represents and warrants they have the full authority to bind such entity to these Terms and the performance by Advertiser of its obligations and duties does not, and will not, violate any other agreement to which it is otherwise bound. For purposes of these Terms, Advertiser and Agency, and any individual acting on their behalf, may be collectively referred to as “Advertiser” hereinafter.

These Terms are effective as of the date Advertiser first logs in to use the Platform (the “Effective Date”). Advertiser must agree to these Terms prior to using the Platform and will apply to each use of the Platform. These Self-Serve Ad Terms are subject to updates at any time in MMN's sole discretion; provided that such updates are only binding on the parties on the date Advertiser logs in to the Platform and accepts the updated Terms. It is Advertiser's responsibility to review the updated Terms and continued use of the Platform for campaign submissions constitutes its acceptance of the updated Terms.

SELF-SERVICE BUSINESS ACCOUNT

In order to access and use the Platform, Advertiser must provide the information necessary to create and maintain an account (“Business Account“) and must specify certain details required within the Platform. MMN has no obligation to grant any Advertiser a Business Account.

MMN may suspend, or revoke access to a Business Account or Platform at any time if, in its reasonable and sole discretion, the sponsored ad, Advertiser products/services and/or, if applicable, Advertiser shipping/delivery, product availability or Advertiser customer service, has a negative impact on the customer experience. If Advertiser's payment method fails, Advertiser's Business Account and use of the Platform may be suspended. Once Advertiser has paid all outstanding amounts and/or any payment method failure is resolved, Advertiser may then choose to reactivate any suspended campaigns. MMN may charge the default statutory interest on all late payments.

Advertiser acknowledges and agrees to be strictly liable for all uses or actions occurring through its Business account including, without limitation, using the Platform, training its employees to use the Platform (including training on authorization for spend), credit card use, and use of, and safeguarding, usernames and passwords or credentials. Advertiser further agrees to update such Business Account information in a timely fashion on an ongoing basis to ensure its accuracy and completeness. Advertiser will be charged for any campaigns submitted through the Platform including those submitted without sufficient authorization, or through mistake, error or fraud. Advertiser is responsible for notifying MMN if an Advertiser employee's access needs to be revoked. Advertiser agrees to notify MMN immediately if it believes an unauthorized transaction has taken place using the Platform, so MMN may take any action it deems necessary, in its sole discretion, to prevent the loss of Advertiser Credits (as defined below). Any individual who may be granted access to Advertiser's Business Account must comply with these Terms.

PAYMENT

In order to submit a campaign via the Platform, Advertiser must purchase credits to cover the budget of its campaign (“Advertiser Credits”) by one of two payment methods: credit card or deduction from Invoice (“DFI”). By submitting a campaign via the Platform, Advertiser authorizes MMN to charge for the Advertiser Credits on the date campaign order is submitted. If Advertiser uses a credit card as payment method, Advertiser confirms that it is permitted to use the credit card and authorizes MMN to charge the card for Advertiser Credits on a recurring basis. There is no guarantee that Advertiser will win its bids and there is no entitlement to delivery of ads. It is Advertiser's responsibility to manage its campaigns in accordance with the selections/choices it has made using the Platform. If Advertiser Credits remain by the campaign end date (“Advertiser Balance”), Advertiser can use its Advertiser Balance for future campaign(s) it submits via the Platform. Advertiser Credits/Advertiser Balance are non-refundable except where required by law. Notwithstanding the foregoing, if MMN's Sponsored Ad Services does not accept the correct product identifiers inputted by Advertiser solely as a result of MMN's error, MMN will use commercially reasonable efforts to resolve the issue within thirty (30) days and if MMN is unable to resolve, MMN will offer a makegood or mutually agreed upon solution for any Advertiser Balance.

MMN reserves the right, in its sole discretion, to close Advertiser's Business Account upon a financial assessment, including a credit report.

As a result of the auction nature of this program, MMN does not guarantee that ad budgets can be delivered by a certain date. This Sponsored Ad Service is a cost-per-click (“CPC”) program and the number of clicks will depend on the effective CPC in the auction. Given fluctuations in traffic and varying win rates in the auction, daily spend can fluctuate and it is the responsibility of Advertiser to monitor and optimize the campaign.

TESTING AND MODIFICATIONS TO PLATFORM/BUSINESS ACCOUNT

MMN is entitled to test and troubleshoot the Platform and as a result, there may be outages from time to time. MMN may, at any time, replace the features associated with a Business Account, the Platform, or available ad options.

REPORTING

MMN will deliver and track delivery of Ads through its own ad server. Reporting and Advertiser Balance will be based solely on measurements obtained by such means and will be final and not subject to challenge unless otherwise required by applicable law. MMN will make reporting available via the Platform (“Reports”).

LICENSE GRANT

Advertiser authorizes MMN to place, and grants to MMN and its affiliates the necessary rights to place, Advertiser's sponsored ads on any websites and/or mobile applications, owned, operated, or controlled by MMN or its affiliates (“Property”) as set forth herein and Advertiser represents and warrants that it has all necessary rights and clearances to use any content it has provided for this purpose.

CONFIDENTIALTY AND DATA USE RESTRICTIONS

“Confidential Information” means information that one party (or an affiliate) (“Disclosing Party”) discloses to the other party (“Recipient”) under these Terms, and that is marked as confidential or would normally be considered confidential information under the circumstances. Without limiting the foregoing, MMN's pricing, metrics, and platform features shall be considered Confidential Information. However, Confidential Information does not include information that is independently developed by Recipient, is lawfully given to the Recipient by a third party without confidentiality obligations or becomes public through no fault of Recipient.

Recipient will protect Disclosing Party's Confidential Information in the same manner that it protects its own information of a similar nature, but in no event, with less than reasonable care. Recipient will not disclose the Confidential Information of Disclosing Party except to affiliates, employees, agents or professional advisors of Recipient who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. Recipient will ensure that those people and entities use the Confidential Information of Disclosing Party only to exercise rights and fulfill obligations under these Terms, and that they keep it confidential. Recipient may also disclose Confidential Information when required by law after giving reasonable notice to Disclosing Party, if permitted by law. Unless otherwise agreed by the parties in writing, neither party will provide the other party with any information that may directly or indirectly identify an individual.

In certain cases, insights about users may be generated based on how and whether they respond to ads. MMN owns any data generated from Users' interactions with ads displayed on Properties, such as whether a particular user clicks on a particular ad served on Advertiser's behalf (“Click/View Data”), but Advertiser may use any Click/View Data that MMN provides to Advertiser solely for Advertiser's own internal purposes, such as to analyze the performance of sponsored ads. Click/View Data, and Reports provided through the Platform, shall be treated as Confidential Information.

PROHIBITED USE OF THE PLATFORM

Advertiser shall use the Platform for lawful purposes and will comply with all applicable laws and regulations in its performance of the Terms. Advertiser represents and warrants that it will not, and will not authorize or induce any other party to: (i) use any automated or unauthorized means or form of scraping or data extraction to access, query or otherwise collect or use MMN (or its affiliates) advertising-related information or content from any Property or through the Platform including, without limitation, any information that, either alone or in combination with other data, could be used to identify or contact a particular person or that may be of a “sensitive” nature; (ii) attempt to interfere with, or overburden, the functioning of the Platform; (iii) promote or engage in any illegal, deceptive or fraudulent business practice, or take any other action that could result in claims, fines, penalties or other liability to MMN, its business partners, or any of its affiliated companies; (iv) introduce any viruses, worms, trojan horses or other code that could harm or interfere with the Platform; (v) reverse engineer, decompile, disassemble, modify, or create derivative works of the Platform or any portion thereof; (vi) sell, rent, sublicense, lease, transfer, distribute, or otherwise make available the Platform to any third party; (vii) sell Click/View Data or Reports, combine Click/View Data or Reports with any data obtained by, or on behalf of, another Advertiser, or transfer any Click/View Data or Reports to any ad network, ad exchange, or data broker or other advertising or monetization related service.

Advertiser shall immediately notify MMN in writing if Advertiser receives a regulatory Inquiry or request involving any data that is collected, accessed, viewed, received, or derived by Advertiser or otherwise provided or made available to Advertiser in connection with any ad campaign on the Platform, and shall not respond without MMN's prior written consent.

TERM AND TERMINATION

The Terms will become effective as of the date Advertiser agrees to these Terms.

Advertiser may close its Business Account at any time, in which case, these Terms will terminate and any active campaigns will stop running. In the event of such termination, Advertiser will not receive a refund of Advertiser Credits/Advertiser Balance.

MMN may terminate the Business Account at any time if Advertiser is in material breach of its obligations hereunder. In the event of such termination, Advertiser will not receive a refund of Advertiser Credits/Advertiser Balance.

INDEMNIFICATION

Advertiser agrees, at its own expense, to indemnify, defend and hold harmless MMN, its directors, officers, employees, agents, affiliates, representatives, licensees, authorized distributors and/or service providers (collectively, “Indemnified Party”), from and against damages, liabilities, costs and expenses (including reasonable attorneys' fees) and other liabilities of any kind whatsoever (collectively, “Losses”) resulting from any claim, judgment, or proceeding brought by a third party (collectively “Claims”) and arising out of, or resulting from (a) Advertiser's breach or alleged breach of these Terms; (b) Advertiser's failure to comply with all applicable laws, rules and regulations; (c) Advertiser's products or services or the provision thereof to end user; and (c) Advertiser's negligence or misconduct.

If Agency is the party placing an order for the benefit of its client, Agency represents and warrants that it has the authority, as agent, to bind its client to these Terms and that all of Agency's actions related to these Terms will be within the scope of such agency. Agency will defend, indemnify, and hold harmless the Indemnified Party from Losses arising out of or related to Agency's breach or alleged breach of the foregoing sentence.

WARRANTIES DISCLAIMER

MMN MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE BUSINESS ACCOUNT, PLATFORM, ITS PROPERTIES OR SPONSORED AD SERVICES TO BE DELIVERED HEREUNDER AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, AND NON-INFRINGEMENT OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. ALL SPONSORED AD SERVICES INCLUDING WITHOUT LIMITATION THE BUSINESS ACCOUNT AND THE PLATFORM ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS WITHOUT GUARANTEE AND MMN MAKES NO REPRESENTATION THAT SELLER'S USE OF THE PLATFORM, BUSINESS ACCOUNT OR SPONSORED SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS-FREE, NOR DOES MMN GUARANTEE WITH REGARD TO RESULTS THAT MAY BE OBTAINED BY USE OF THE PLATFORM OR SPONSORED SERVICES.

LIMITATION OF LIABILITY

MMN SHALL NOT BE LIABLE TO THE ADVERTISER, ITS AGENCY OR ANY THIRD PARTY UNDER OR IN RELATION TO THESE TERMS FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES OF ANY KIND OR NATURE, UNDER ANY THEORY OF LAW OR EQUITY, AND WHETHER OR NOT MMN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL MMN LIABILITY UNDER OR IN RELATION TO THESE TERMS EXCEED THE FEES ACTUALLY PAID TO MMN FOR THE ADVERTISEMENT GIVING RISE TO SUCH LIABILITY.

MISCELLANEOUS

Force Majeure. Except with respect to payment obligations, neither party will be liable for inadequate performance to the extent caused by a condition beyond its reasonable control, provided each party uses commercially reasonable efforts to mitigate such condition and resume performance as soon as possible.

Publicity. Advertiser may not issue a press release or make any other public statement or announcement regarding these Terms or Advertiser's relationship with MMN hereunder without MMN's prior written consent in each instance.

Relationship of the Parties. The parties are independent contractors. These Terms do not establish any agency, partnership, employment, joint venture, or fiduciary relationship between Advertiser and MMN or its affiliates.

Governing Law. These Terms shall be governed and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in New York, New York with respect to any legal proceeding arising out of the Terms, waiving all defenses with respect to jurisdiction, forum and venue.

Severability. If any term or provision of these Terms is determined to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, without regard to the invalidity of the provision, and these Terms shall be construed as if the provision had never been included in these Terms.

Entire Agreement. These Terms are the complete and exclusive agreement between the parties with respect to the subject matter and supersede any prior or contemporaneous agreements, negotiations and communications, whether written or oral, between the parties regarding such subject matter. The Terms may only be modified, or any rights under it waived, by a written document executed by both parties.

Assignment. Advertiser may not assign, transfer, charge, sub-contract or otherwise dispose of any of its rights or obligations arising under these Terms without the prior written consent of Fandom. These Terms are assignable by MMN.

Third Party Beneficiaries. These Terms are specifically between and for the benefit of MMN and Advertiser, and except as set forth herein to the contrary, no other person or entity whatsoever shall have any rights, interests or claims hereunder or be entitled to any benefits under or on account of these Terms as a third-party beneficiary, assignee, transferee or otherwise.

Survival. All obligations and liabilities which by their nature are intended to survive shall survive termination or expiration of these Terms for any reason.