Hulu Ad Manager Beta Program Terms
Effective Date: August 9, 2022
Hulu has developed an Ad Manager Beta Program (“Beta Program”) to allow a limited number of business entity advertisers and other users, if selected, to use and provide feedback regarding Hulu’s Ad Manager Tool (the “Ad Manager Tool”), including pre-release versions thereof (the “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, LLC (“Hulu”) and the business entity applying to participate and/or participating (including accessing or using the Ad Manager Tool) in the Beta Program (“Advertiser”) or the advertising agency applying to participate and/or participating (including accessing or using the Ad Manager Tool) in the Beta Program as an agent for an Advertiser (“Agency”). These Ad Manager Beta Terms govern the access to, use of, and participation in the Beta Program. As the individual acting on behalf of Advertiser or Agency (“You”), You represent and warrant that You have the authority to agree to these Ad Manager Terms and to use the Ad Manager Tool on Advertiser’s or Agency’s, as applicable, behalf.
These Ad Manager Beta Terms incorporate the Hulu Advertising Manager Terms (available at https://home.admanager.hulu.com/terms/), including, without limitation Sections 6 (“Representations and Warranties”), 9 (“Arbitration of Claims”) and 10(a) (“Governing Law”), in full. You, Agency and Advertiser will comply with the Hulu Advertising Manager Terms as if they were fully set forth in these Ad Manager Beta Terms.
Each of You, Advertiser and Agency acknowledges and agrees 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, Advertiser and Agency will not earn or acquire any ownership rights in any copyrights, patents, trade secrets, trademarks or other intellectual property rights on account of these Ad Manager Beta Terms or Your, Advertiser’s or Agency’s performance thereunder.
2. License Grant and Restrictions.
To the extent You, Advertiser or Agency are selected to participate in the Beta Program, and subject to Your, Advertiser’s and/or Agency’s, as applicable, agreement to and compliance with these Ad Manager Beta Terms and the Hulu Advertising Manager Terms incorporated herein, Hulu hereby grants You, Advertiser and Agency, as applicable, a limited, nonexclusive, nontransferable and revocable license to use the Beta Product for the Purpose. Your, Advertiser’s and/or Agency’s, as applicable, use of the Beta Product is limited to:
- Using, testing, and evaluating the Beta Product for the Purpose, including submission of any campaigns, ad(s), targeting criteria, budget, and/or payment method.
- From time to time, sharing comments, feedback, suggestions and other information regarding use of the Beta Product with Hulu (collectively, “Feedback”).
You, Advertiser and Agency 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, Advertiser or Agency with respect to the Beta Product are reserved by Hulu.
3. Confidentiality and Non-Disclosure.
YOU, ADVERTISER AND AGENCY ACKNOWLEDGE AND AGREE THAT UNLESS OTHERWISE AGREED UPON BY YOU, ADVERTISER OR AGENCY AND HULU, YOUR, ADVERTISER’S AND AGENCY’S PARTICIPATION IN THE BETA PROGRAM, YOUR, ADVERTISER’S AND AGENCY’S COMMUNICATIONS WITH HULU ABOUT THE BETA PROGRAM, THE RESULTS OF YOUR, ADVERTISER’S AND AGENCY’S EVALUATION, OPERATION, AND TESTING OF THE BETA PRODUCT, YOUR, ADVERTISER’S AND AGENCY’S FEEDBACK, AND ALL INFORMATION AND MATERIALS DISCLOSED TO YOU, ADVERTISER OR AGENCY 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.
Obligations Regarding Confidential Information. All Confidential Information remains the sole property of Hulu, and You, Advertiser and/or Agency have no implied licenses or rights in the Confidential Information not specified in these Ad Manager Beta Terms. To that end, You, Advertiser and Agency agree to maintain the Confidential Information in strict confidence and use Confidential Information only for the Purpose. You, Advertiser and Agency further agree that each:
- 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.
- Will use all reasonable efforts to prevent the unauthorized use, dissemination or publication of Confidential Information. You, Advertiser and Agency acknowledge that damages for improper disclosure of Confidential Information may be irreparable; therefore, in the event of any breach of the provisions of these Ad Manager 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, Advertiser and Agency.
Hulu may communicate with You, Advertiser and/or Agency about the Beta Program, including through one or more third-party e-mail or survey services, via the contact information You, Advertiser or Agency provide as part of the Beta Program registration process. You, Advertiser and Agency agree that Hulu may share such contact information with third-party services, to the extent necessary to enable such communications. You, Advertiser and Agency also consent to receive communications that, without limitation:
- Solicit Feedback via e-mail, surveys, bug reports, or other feedback methods Hulu may choose.
- Notify You, Advertiser and/or Agency of changes to the Beta Program, these Ad Manager Beta Terms, or the Hulu Advertising Manager Terms.
- Tell You, Advertiser and/or Agency about future Hulu beta programs or Hulu products and services.
Hulu may, from time to time, request that You, Advertiser and/or Agency provide Feedback regarding the Beta Product. You, Advertiser and Agency each agree that such Feedback will become the exclusive property of Hulu, no matter the form or platform in which it is delivered. You, Advertiser and Agency further agree that Hulu may use all or part of such Feedback or any derivative thereof in any manner or media without any compensation or credit to You, Advertiser or Agency. You, Advertiser and Agency each represent and warrant that such Feedback does not and will not contain any confidential or proprietary information of any other person or business entity.
6. No Compensation or Employment.
You, Advertiser and Agency acknowledge that participating in the Beta Program is on a purely voluntary basis, in consideration of the opportunity to be among the first advertisers and agencies to use the Beta Product and to assist Hulu with the Purpose. Hulu makes no guarantee or representation as to whether any Feedback provided by You, Advertiser or Agency regarding the Beta Product will be used, and You, Advertiser and Agency each understand and acknowledge that Hulu will not compensate You, Advertiser or Agency for participation in the Beta Program. Furthermore, You, Advertiser and Agency each acknowledge and agree that nothing in these Ad Manager Beta Terms or in any voluntary submission of Feedback provided by You, Advertiser or Agency creates any employment or independent contractor relationship between You, Advertiser or Agency and Hulu.
7. Disclaimer of Warranties, Limitation of Liability, and Indemnity.
YOU, ADVERTISER AND AGENCY EACH EXPRESSLY AGREE THAT YOUR, ADVERTISER’S AND AGENCY’S PARTICIPATION IN THE BETA PROGRAM AND USE OF THE BETA PRODUCT IS AT YOUR, ADVERTISER’S AND AGENCY’S 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, ADVERTISER AND AGENCY EACH AGREE THAT YOU, ADVERTISER AND/OR AGENCY MAY ENCOUNTER CERTAIN BUGS, TEMPORARY SERVICE OUTAGES, OR LOSS OF CERTAIN FUNCTIONALITIES IN CONNECTION WITH THE 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, ADVERTISER’S OR AGENCY’S 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 PARENT, 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 ADVERTISER IN THE 6 MONTHS PRECEDING THE CLAIM. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, ADVERTISER OR AGENCY, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY. NOTHING IN THESE TERMS SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS ARE MATERIAL TO THESE AD MANAGER BETA TERMS.
YOU, ADVERTISER AND AGENCY EACH 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 AD MANAGER BETA TERMS, USE OF THE BETA PRODUCT, OR FEEDBACK PROVIDED.
8. Notices and Modifications.
From time to time, Hulu may communicate with You, Advertiser and/or Agency about the Beta Program, these Ad Manager Beta Terms, the Ad Manager Tool and/or the Ad Manager 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, Advertiser’s or Agency’s 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.
The term of these Ad Manager Beta Terms will commence on the date of Your, Advertiser’s or Agency’s, as applicable, first acceptance of these Ad Manager Beta Terms and continue until the earliest of:
- The date specified by Hulu as being the end of the period of the Beta Program.
- The date upon which Hulu, in its sole discretion, provides notice to You, Advertiser and/or Agency, as applicable, of termination of these Ad Manager Beta Terms or Your, Advertiser’s or Agency’s, as applicable, participation in the Beta Program.
- Your, Advertiser’s or Agency’s violation or breach of any provisions of these Ad Manager Beta Terms (the “Term”).
You, Advertiser and/or Agency may also discontinue Your, Advertiser’s or Agency’s participation in the Beta Program at any time, for any reason, by contacting Hulu at firstname.lastname@example.org.
At the end of the Term or upon Your, Advertiser’s or Agency’s decision to stop participating in the Beta Program:
- You, Advertiser and Agency, as applicable, will promptly deliver to Hulu all Confidential Information, or destroy and certify the destruction of all Confidential Information associated with the Beta Product; and
- The rights granted to You, Advertiser and Agency under these Ad Manager Beta Terms with respect to the Beta Product and the Confidential Information will immediately terminate. Hulu’s ownership of Your, Advertiser’s and Agency’s already-submitted Feedback, as well as Your, Advertiser’s and Agency’s 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 Ad Manager Beta Terms.
10. Arbitration of Claims.
PLEASE READ THIS CAREFULLY.
In the event of a dispute, controversy or claim (hereinafter, a “Dispute”) arising out of our relating to these Ad Manager Beta Terms and/or the Ad Manager Tool, You, Advertiser or Agency must send to Hulu a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving the notice, the facts giving rise to the Dispute, and the relief requested. You must send any Notice of Dispute to Hulu to Hulu, LLC, 2500 Broadway, 2nd Floor, Santa Monica, California 90404, Attn: Legal. We will send any Notice of Dispute to You, Advertiser or Agency at the contact information we have for You, Advertiser or Agency, as applicable.
The parties will attempt in good faith to resolve any Dispute for a period of 30 days from the date a Notice of Dispute is received. If the parties cannot resolve the Dispute informally as provided above, any unresolved Dispute arising out of or relating to use of the Ad Manager Tool, these Ad Manager Beta Terms or the breach, termination, enforcement, interpretation or validity thereof, including determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Los Angeles County, California pursuant to the JAMS Comprehensive Arbitration Rules and Procedures, effective June 1, 2021 (the “JAMS Rules”). The JAMS Rules and instructions about how to initiate an arbitration are available at www.jamsadr.com or 1-800-352-5267.
The parties shall mutually select a single, neutral arbitrator. If the parties cannot agree on such arbitrator, the arbitrator shall be selected in accordance with the JAMS Rules. Unless the parties agree otherwise, the neutral arbitrator will be a retired judge of any California state or federal court with a minimum of 15 years’ experience resolving commercial disputes. The arbitrator will provide a detailed written statement of decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award. The arbitral award shall be based upon the law and the facts, and the arbitrator shall have no greater authority to consider equitable factors than would the Superior Court of the State of California. The arbitrator is not authorized to award any punitive or exemplary damages whatsoever, and the parties will not seek to collect or enforce any part of any award inconsistent with this limitation on the authority of the arbitrator.
Either party may appeal an award exceeding $500,000.00 through the JAMS Optional Arbitration Appeal Procedure, effective 2003. If either party refuses to perform any or all of its obligations under the final arbitration award (following appeal, if applicable) within thirty (30) days of an award being rendered, then the other party may enforce the final award in any court of competent jurisdiction. The party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including reasonable attorneys’ fees, incurred in enforcing the award, to be paid by the party against whom enforcement is ordered.
YOU, ADVERTISER, AGENCY AND HULU AGREE TO ARBITRATE IN AN INDIVIDUAL CAPACITY ONLY, NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS, AND EACH OF US EXPRESSLY WAIVES ANY RIGHT TO FILE A CLASS ACTION, A PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER PROCEEDING IN WHICH A PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY OR SEEKS RELIEF ON A CLASS BASIS. NO ARBITRATION PROCEEDING CAN BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO THE ARBITRATIONS OR PROCEEDINGS.
As an exception to this arbitration agreement, You, Advertiser and/or Agency may pursue in small claims court any claim that is within that court’s jurisdiction as long as You, Advertiser and/or Agency proceeds only on an individual basis.
Adherence to this dispute resolution provision shall not limit any party’s right to obtain any provisional remedy, including without limitation, injunctive or similar relieve from any court of competent jurisdiction.
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, Advertiser and Agency agree to comply with all applicable laws regarding software and the transmission of technical data exported from the United States or the country in which you reside.
12. Entire Agreement; Severability.
These Ad Manager Beta Terms and the Hulu Advertising Manager Terms are the parties’ entire agreement governing Your, Advertiser’s and Agency’s participation in the Beta Program, and supersede any prior agreements or understandings between You, Advertiser and/or Agency 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 Ad Manager Beta Terms or the application of any such provision is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, without regard to the invalidity of the provision, and these Ad Manager Beta Terms shall be construed as if the provision had never been in these Ad Manager Beta Terms. In the event of any conflict or inconsistency between these Ad Manager Beta Terms and the Hulu Advertising Manager Terms, the Hulu Advertising Manager Terms shall govern.
For inquiries or questions regarding these Ad Manager Beta Terms or the Beta Program, please contact us at email@example.com.