Hulu Ad Manager Beta Program Terms

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Effective Date: March 3, 2020

Hulu has developed an Ad Manager Beta Program (“Beta Program”) to allow a limited number of business entity advertisers, if selected, to use and provide feedback regarding pre-release versions of an ad manager tool (“Beta Product”). The Beta Program is designed to, among other things, assist Hulu in researching, analyzing, and validating the usability of the Beta Product before it is rolled out to the general public (“Purpose”).

These Hulu Ad Manager Beta Program Terms (“Ad Manager Beta Terms”) are entered into by Hulu and the business entity advertiser applying to participate and/or participating in the Beta Program. The individual agreeing to these Ad Manager Beta Terms on behalf of the advertiser represents and warrants that he or she has the authority to do so.

1. Ownership.

You acknowledge and agree that Hulu owns all right, title and interest in and to the Beta Product and in any and all intellectual property rights therein, including but not limited to any and all copyrights, patents, patent applications, trade secrets, trademarks and other intangible rights. You will not earn or acquire any ownership rights in any copyrights, patents, trade secrets, trademarks or other intellectual property rights on account of these Ad Manager Beta Terms or your performance thereunder.

2. License Grant and Restrictions.

To the extent you are selected to participate in the Beta Program, and subject to your agreement to and compliance with these Beta Terms, Hulu hereby grants you a limited, nonexclusive, nontransferable and revocable license to use the Beta Product for testing and evaluation purposes in connection with the Beta Program. Your use of the Beta Product is limited to:

  1. Using, testing, and evaluating the Beta Product, including submission of any campaigns, ad(s), targeting criteria, budget, and/or payment method.
  2. From time to time, sharing your comments, feedback, suggestions and other information regarding your use of the Beta Product (collectively, “Feedback”).

You may not use the Beta Product for any other purpose, commercial or otherwise (including reverse engineering, disassembling, or decompiling any prototypes, software or tangible objects provided to you in connection with the Beta Program). All rights not expressly granted to you with respect to the Beta Product are reserved by Hulu.

3. Confidentiality and Non-Disclosure.

YOU ACKNOWLEDGE AND AGREE THAT UNLESS OTHERWISE AGREED UPON BY YOU AND HULU, YOUR PARTICIPATION IN THE BETA PROGRAM, YOUR COMMUNICATIONS WITH HULU ABOUT THE BETA PROGRAM, THE RESULTS OF YOUR EVALUATION, OPERATION, AND TESTING OF THE BETA PRODUCT, YOUR FEEDBACK, AND ALL INFORMATION AND MATERIALS DISCLOSED TO YOU BY HULU RELATED TO THE BETA PROGRAM, ARE AND WILL REMAIN THE CONFIDENTIAL INFORMATION OF HULU. “CONFIDENTIAL INFORMATION” INCLUDES, BUT IS NOT LIMITED TO, ALL NON-PUBLIC DOCUMENTS, DESIGNS, TECHNIQUES, SPECIFICATIONS, PRODUCT/FEATURE PLANS, STRATEGIC INFORMATION, EXISTING OR PROSPECTIVE BUSINESS PLANS, EXISTING OR PROSPECTIVE PRODUCT STUDY OR PILOT TEST OBJECTIVES AND/OR RESULTS, AND OTHER INFORMATION RELATED TO THE BETA PRODUCT.

Your Obligations Regarding Confidential Information. All Confidential Information remains the sole property of Hulu, and you have no implied licenses or rights in the Confidential Information not specified in these Beta Terms. To that end, you agree to maintain the Confidential Information in strict confidence and use Confidential Information only for the Purpose. You further agree that you:

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

4. Hulu’s Communications with You.

Hulu may communicate with you about the Beta Program, including through one or more third-party e-mail or survey services, via the contact information you provide as part of the Beta Program registration process. You agree that Hulu may share your contact information with third-party services, to the extent necessary to enable such communications. You also consent to receive communications that, without limitation:

  1. Solicit Feedback via e-mail, surveys, bug reports, or other feedback methods Hulu may choose.
  2. Notify you of changes to the Beta Program or these Ad Manager Beta Terms.
  3. Tell you about future Hulu Beta programs or Hulu products and services.

You may opt out of these communications from Hulu by terminating your participation in the Beta Program, and you may opt out of non-essential marketing communications pursuant to Hulu’s Privacy Policy (available at https://www.hulu.com/privacy), which is incorporated by reference into these Ad Manager Beta Terms.

5. Feedback.

Hulu may, from time to time, request that you provide Feedback regarding the Beta Product. You agree that your Feedback will become the exclusive property of Hulu, no matter the form or platform in which it is delivered. You further agree that Hulu may use all or part of your Feedback or any derivative thereof in any manner or media without any compensation or credit to you. You represent and warrant that your Feedback does not and will not contain any confidential or proprietary information of any other person or business entity.

6. No Compensation or Employment.

You acknowledge that you are participating in the Beta Program on a purely voluntary basis, in consideration of the opportunity to be among the first advertisers to use the Beta Product and to assist Hulu with the Purpose. Hulu makes no guarantee or representation as to whether your Feedback regarding the Beta Product will be used, and you understand and acknowledge that Hulu will not compensate you for your participation in the Beta Program. Furthermore, you acknowledge and agree that nothing in these Beta Terms or in your voluntary submission of Feedback creates any employment or independent contractor relationship between you and Hulu.

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

YOU EXPRESSLY AGREE THAT YOUR PARTICIPATION IN THE BETA PROGRAM AND USE OF THE BETA PRODUCT IS AT YOUR OWN RISK. THE BETA PRODUCT IS PROVIDED “AS IS” AND, TO THE FULLEST EXTENT PERMITTED BY LAW, IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDING THE AVAILABILITY, ACCURACY OR CONTENT OF ANY INFORMATION, SERVICES, OR PRODUCTS IN CONNECTION WITH THE BETA PROGRAM. SPECIFICALLY, YOU AGREE THAT YOU MAY ENCOUNTER CERTAIN BUGS, TEMPORARY SERVICE OUTAGES, OR LOSS OF CERTAIN FUNCTIONALITIES IN CONNECTION WITH THE BETA PRODUCT. WITHOUT LIMITING THE FOREGOING, HULU DOES NOT MAKE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, COMPLETENESS, AVAILABILITY, SECURITY AND PRIVACY OF YOUR DATA, COMPATIBILITY OR NONINFRINGEMENT; OR THAT THE BETA PRODUCT WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ACCURATE, ERROR FREE, OR RELIABLE. HULU MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY SERVICE PROVIDERS THAT HELP ADMINISTER AND OPERATE ANY ASPECT OF THE BETA PROGRAM.

IN NO EVENT SHALL HULU OR ITS AFFILIATES, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, THIRD PARTY SERVICE PROVIDERS (INCLUDING THOSE WHO HELP ADMINISTER AND OPERATE THE BETA PROGRAM), AGENTS, AND SUPPLIERS (INCLUDING DISTRIBUTORS AND CONTENT LICENSORS) (COLLECTIVELY, THE “HULU PARTIES”), BE LIABLE UNDER ANY LEGAL THEORY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES, HOWEVER CAUSED, ARISING OUT OF OR RELATING TO THE BETA PROGRAM OR THE BETA PRODUCT, OR THE DELIVERY OF AD(S) VIA THE HULU WEBSITE OR APPLICATIONS, EVEN IF THE HULU PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF THE HULU PARTIES FOR ALL CLAIMS, LOSSES, DAMAGES AND EXPENSES SHALL NOT EXCEED THE TOTAL PAID BY YOU IN THE 6 MONTHS PRECEDING THE CLAIM. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS ARE MATERIAL TO THESE BETA TERMS.

YOU FURTHER AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE HULU PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, JUDGMENTS, DAMAGES, LIABILITIES, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS, ARISING OUT OF OR RELATED TO ANY THIRD-PARTY CLAIM RELATING IN ANY WAY TO THE BREACH OR ALLEGED BREACH OF THESE BETA TERMS, USE OF THE BETA PRODUCT, OR FEEDBACK PROVIDED.

8. Notices and Modifications.

From time to time, Hulu may communicate with you about the Beta Program and these Beta Terms via e-mail or by posting a message on the website. Notices may include modifications to these Ad Manager Beta Terms or changes to the Beta Program or the Beta Product. Any such changes will become effective on the earlier of your application to participate in the Beta Program or for existing Beta Program participants, seven (7) days after posting. Notwithstanding the foregoing, any changes specific to new functionality or changes required by law will be effective immediately upon posting.

9. Termination.

The term of these Ad Manager Beta Terms will commence on the date of your first acceptance of these Beta Terms and continue until the earliest of:

  1. The date specified by Hulu as being the end of the period of the Beta Program.
  2. The date upon which Hulu, in its sole discretion, provides notice to you of termination of these Ad Manager Beta Terms or your participation in the Beta Program.
  3. Your violation or breach of any provisions of these Ad Manager Beta Terms (the “Term”).

You may also discontinue your participation in the Beta Program at any time, for any reason, by contacting Hulu at beta@admanager.hulu.com.

At the end of the Term or upon your decision to stop participating in the Beta Program:

  1. You will promptly deliver to Hulu all Confidential Information, or destroy and certify the destruction of all Confidential Information associated with the Beta Product
  2. The rights granted to you under these Beta Terms with respect to the Beta Product and the Confidential Information will immediately terminate. Hulu’s ownership of your already-submitted Feedback, as well as your confidentiality obligations as they relate to the Beta Product, the various limitations on Hulu’s liability, and the dispute resolution process, among others, will survive any expiration or termination of these Beta Terms

10. Governing Law, Forum Selection, and Dispute Resolution.

Hulu incorporates its Hulu Advertising Manager Terms (available at https://home.admanager.hulu.com/terms/), including sections 9 (the “Arbitration of Claims” provision) and 10(a) (the “Governing Law” provision) as though fully set forth herein.

11. Export Controls.

Software and the transmission of applicable technical data, if any, in connection with the Beta Product are subject to export controls. You agree to comply with all applicable laws regarding software and the transmission of technical data exported from the United States or the country in which you reside.

12. Entire Agreement; Severability.

These Ad Manager Beta Terms, the Hulu Advertising Manager Terms (if applicable), and Hulu’s Privacy Policy constitute the entire legal agreement governing your participation in the Beta Program, and supersede any prior agreements or understandings between you and Hulu in relation to the Beta Program. These Ad Manager Beta Terms operate to the fullest extent permissible by law. If any provision of these Beta Terms is held to be unlawful, void, or unenforceable, the parties agree that the provision will be deemed severable from these Ad Manager Beta Terms and will not affect the validity and enforceability of any remaining provisions.

For inquiries or questions regarding these Ad Manager Beta Terms or the Beta Program, please contact us at beta@admanager.hulu.com.