Hulu Advertising Manager Terms

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Effective date: August 5, 2022

These Hulu Advertising Manager Terms (“Ad Manager Terms”) govern the access and use of Hulu’s Ad Manager Tool (“Ad Manager Tool”) located at https://admanager.hulu.com (or successor URL) and are entered into by Hulu, LLC (“Hulu”) and the business entity accessing or using the Ad Manager Tool (“Advertiser”) or the advertising agency accessing and using the Ad Manager Tool as an agent for an Advertiser (“Agency”). These Ad Manager Terms govern access and use of the Ad Manager Tool, including account creation, purchase of advertising inventory, and the display of those Ads (as defined below) on Hulu’s online video service. 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, applicable, behalf.

1. Ad Manager Tool Account and Usage.

To access and use the Ad Manager Tool, You must provide and update the information needed to create and maintain an account. Hulu reserves the right, at any time, to:

  1. Confirm that You are authorized to act on behalf of Advertiser or Agency, as applicable.
  2. Verify that Advertiser or Agency is in good standing.
  3. Confirm that Agency is authorized to act on behalf of Advertiser, including requesting Agency to provide documentation of agency authority for Advertiser.
  4. Otherwise validate Advertiser or Agency, including via credit reports, industry classification, corporate filings, etc. If Hulu is unable to do so, it may refuse or revoke access to the Ad Manager Tool. Advertiser may authorize individuals or Agencies to access and use its account, but Advertiser is responsible for any and all activity related to the account. Agencies may authorize individuals to access and use its account, but Agency is responsible for any and all activity related to the account.

The Ad Manager Tool may not be used for any purposes that are not expressly permitted by these Ad Manager Terms or are otherwise prohibited under applicable law, including any activity that interferes with or disrupts, damages, disables, or otherwise impairs the Ad Manager Tool (or the connected servers and networks). Hulu has no obligation to grant You, any Advertiser or any Agency access to the Ad Manager Tool and Hulu reserves the right to revoke, restrict, or suspend access to the Ad Manager Tool at any time without notice or liability, if Hulu determines or reasonably believes You, Advertiser, or Agency has breached these Ad Manager Terms, violated any law, rule, or regulation, engaged in other inappropriate conduct, or for any other business reason. Advertiser may authorize individuals to access and use Advertiser’s Ad Manager Tool account, provided Advertiser shall be liable and responsible for all activity that occurs under Advertiser’s Ad Manager Tool account, including, but not limited to, establishing, managing and revoking access levels for Advertiser’s Ad Manager Tool account. Agency may authorize individuals to access and use Agency’s Ad Manager Tool account, provided Agency shall be liable and responsible for all activity that occurs under Agency’s Ad Manager Tool account, including, but not limited to, establishing, managing and revoking access levels for Agency’s Ad Manager Tool account. Any individual granted access to an Ad Manager Tool account must comply with these Ad Manager Terms and the Hulu Ad Manager Beta Program Terms.

2. License.

Advertiser (or Agency acting on behalf of the Advertiser) grants Hulu a non-exclusive, non-transferable (except as provided herein) right and license to reproduce, distribute, perform and display Advertiser’s Ad(s) on Hulu’s online video service during the designated campaign period on or via any device as set forth in these Ad Manager Terms.

Except as required by law or to comply with the request of a governmental entity, You, Advertiser and Agency will not use Hulu’s name, trademarks, service marks, logos or other identifiers (collectively, “Trademarks”), or make any reference to Hulu or its Trademarks in any manner including, without limitation, customer facing materials and press releases, without the prior written approval of Hulu.

3. Ads and Campaigns.

    1. Submission and Approval. An Ad must be approved by Hulu before the campaign may begin and impressions may be delivered. Approval includes both compliance with all technical specifications provided by Hulu and the Advertising Policies described or referenced below in Section 3(c) (“Advertising Policies”). “Ad” means any materials, including without limitation any artwork, written text, images, trademarks, logos, service marks, video, audio, data files, URLs, or any other intellectual property or content, submitted by or on behalf of Advertiser via the Ad Manager Tool. An Ad must be submitted for Hulu’s approval via the Ad Manager Tool no later than 3 business days before the scheduled campaign start date. However, any modifications required for the Ad to comply with technical specifications provided by Hulu and Advertising Policies may take additional time; to avoid delays, an Ad should be submitted as soon as possible. It is Your, Advertiser’s and Agency’s responsibility to regularly check the status of an Ad, including whether it has been approved, rejected, or is in need of modification, within the Ad Manager Tool. In the event that no Ad has been approved before the campaign start date, Hulu will automatically pause the campaign. If a campaign begins later than its scheduled start date, the end date will not be adjusted, and the number of impressions delivered during the campaign may be reduced. A campaign will be automatically canceled in the event that no Ad is uploaded and approved prior to the scheduled campaign end date. You, Advertiser, and Agency should maintain a back-up of any Ad(s) (and related data) submitted via the Ad Manager Tool. Hulu has no obligation to store, retrieve, or return any Ad(s) to You, Advertiser, or Agency.
    2. Delivery. To create a campaign via the Ad Manager Tool, You, Advertiser or Agency will upload an Ad and will designate the budget, targeting criteria, and any other information Hulu may request. Once an Ad is approved and the campaign begins, Hulu will deliver the Ad via the Hulu website or application as inventory becomes available. Hulu will determine the size, placement, and positioning of Ad(s) in its sole discretion. Hulu makes no commitments regarding the video content during which an Ad may be displayed or where it appears in relation to other Ad(s). Additionally, Hulu cannot guarantee:
      1. Delivery of all (or any) of the Ad impressions reflected in a campaign’s budget.
      2. The performance of Ads or campaigns.
      3. That Ads will reach the audience targeted.
      4. That Ads will run on any particular device or subset of devices.
    3. Advertising Policies. All Ads are subject to Hulu review and approval. Hulu may block, reject, revoke, or remove any Ad for any reason at any time, including if Hulu determines an Ad is inconsistent with Hulu’s business practices, strategy, standards, or brand. Hulu is not responsible for Your, Advertiser’s, or Agency’s costs associated with producing or modifying an Ad. You, Advertiser, and Agency agree not to upload, submit, display, or otherwise use the Ad Manager Tool in order to transmit or display any Ads advertising, promoting, containing, comprising, or linking to materials that are inconsistent with the Hulu Ad Inventory Guidelines located at https://hulu.disneyadsales.com/adrestrictions/.
      Hulu reserves its right to: (1) require modifications to an Ad before approval and to require modifications to any previously-approved Ad; (2) require factual support for any statements or claims in connection with an Ad; (3) reject any Ad in which the product or service could adversely affect the interests of Hulu, its users or the community generally; (4) revoke approval of an Ad; and (5) waive or make exceptions, in its sole and absolute discretion, to the Advertising Policies described in this Section.
      Advertiser, not Hulu, is responsible for ensuring that its Ad(s) comply with all applicable laws, regulations, and industry standards and guidelines, as well as the Advertising Policies. Hulu’s approval of an Ad shall not be construed as its endorsement of that Ad; the accuracy, content, and obligation to honor any commitments or representations made in connection with the Ad(s) are Advertiser’s alone. Hulu’s approval of an Ad shall not relieve Advertiser of its obligations under these Ad Manager Terms, including the obligation to comply with all applicable laws and industry standards and guidelines.
    4. Targeting. Hulu may provide Advertiser (or Agency acting on Advertiser’s behalf) the option to target an Ad to a desired audience based on certain criteria. Advertiser (or Agency acting on Advertiser’s behalf) is solely responsible for appropriately using the Ad Manager Tool to select its targeting preferences. Hulu does not guarantee that Ads will reach the audience targeted. Advertiser (or Agency acting on Advertiser’s behalf) shall be obligated to pay for all impressions delivered regardless of whether such impressions reach the audience targeted. Advertiser (or Agency acting on Advertiser’s behalf) may choose whether and in what combination to use targeting criteria, provided that it is Advertiser’s sole responsibility to do so in compliance with applicable law and industry standards and guidelines. For example, there may be instances in which Advertiser is required to use or refrain from using certain targeting criteria in order to comply with applicable law or industry standards (e.g., if Advertiser is promoting an alcohol product, Advertiser must only target audiences 21 years and older). If the required targeting criteria is not available, do not submit the campaign. In the absence of any targeting criteria, Ad(s) will be served in available inventory at Hulu’s discretion.
    5. Reporting. Hulu may provide reporting about the performance of Advertiser’s campaigns; provided, however, Hulu makes no guarantees as to the accuracy, suitability or reliability of such information (if any). Hulu is under no obligation to provide Advertiser with additional detail regarding the performance of an Ad or any other aspects of the campaign. Among other things, Hulu will not identify the specific piece(s) of content during which an Ad was delivered, the specific demographics for viewers of an Ad, or the air times during which an Ad was displayed. All reporting and any data or information, including without limitation Ad Data (as defined below) contained in such reports may only be used in accordance with Section 5(a) below.
    6. Cancellation, Pause, Suspension and Campaign End. Hulu reserves the right to cancel, pause, or suspend any campaign in its sole discretion. Advertiser (or Agency acting on behalf of Advertiser) may cancel a campaign at any time via the Ad Manager Tool. For cancellation to be effective, Advertiser (or Agency acting on behalf of Advertiser) must cancel through the Ad Manager Tool. If a campaign is cancelled, impressions will stop being delivered as promptly as practicable. Advertiser (or Agency acting on behalf of Advertiser) will be charged for all impressions delivered, including any delivered during the short period while the cancellation request is processed; no refunds will be issued. Upon cancellation of a campaign or campaign end, the licenses granted in these Ad Manager Terms will expire immediately. Some content may persist for a period of time, and the licenses granted by Advertiser to Hulu in these Ad Manager Terms will extend for those purposes. Advertiser (or Agency acting on behalf of Advertiser) may also pause a campaign at any time via the Ad Manager Tool. If a campaign is paused, impressions will stop being delivered as promptly as practicable. Advertiser (or Agency acting on behalf of Advertiser) will be charged for all impressions delivered, including any delivered during the short period while the pause request is processed; no refunds will be issued. Advertiser (or Agency acting on behalf of Advertiser) may resume the campaign at any time before the scheduled end date. Pausing a campaign will not modify the scheduled campaign end date, and the number of impressions delivered during the campaign may be reduced.

4. Billing.

  1. Payment Method. Advertiser (or Agency acting on Advertiser’s behalf) must provide a credit card or alternative payment instrument or method accepted by Hulu (“Payment Method”) in order to submit a campaign via the Ad Manager Tool. Hulu or its payment processor(s) may run payment authorization checks in order to validate the Payment Method. To avoid campaign interruptions, the expiration date associated with the Payment Method should occur after the scheduled end date of any campaigns. By providing a Payment Method, Advertiser (or Agency acting on Advertiser’s behalf) authorizes Hulu or its payment processor(s) to charge that Payment Method for all amounts due (including applicable taxes) in connection with any campaigns submitted through the Ad Manager Tool. Advertiser may update its Payment Method at any time, and Hulu may automatically update the Payment Method using a payment card updater service.
  2. Budget. Advertiser (or Agency acting on Advertiser’s behalf) will set a maximum budgeted dollar amount to be spent or the desired number of impressions to be delivered over the course of a campaign. Hulu will not charge the Payment Method associated with the account for more than this budgeted amount but may charge less than the budgeted amount based on the number of impressions delivered during the campaign period.
  3. Billing Period. Hulu will begin to charge the Payment Method associated with the account after the campaign starts for any impressions delivered. Hulu will measure impression delivery for Advertiser’s Ads in the Ad Manager tool. You, Advertiser and Agency acknowledge that Hulu’s impression delivery measurements are the definitive measurements of Ad delivery in the Ad Manager tool. The amount owed by Advertiser or Agency will be calculated based solely on Hulu’s measurements. You, Advertiser or Agency may not take separate measurements of Ad impressions on the Ad Manager Tool or retain any third party to do so. Each billing period will cover the time between scheduled billing dates; see our Billing FAQ for more information. Billing dates may vary, including for example in the event of any processing delays, if a campaign is paused or suspended, or if no impressions are delivered. Hulu will provide a billing confirmation detailing the amount and date for each charge associated with a campaign.
  4. Payment Failures. If Hulu is unable to successfully charge the Payment Method associated with the account, the campaign will be suspended or paused and impressions will stop being delivered. Hulu may retry charging the Payment Method. In the event Advertiser (or Agency acting on behalf of Advertiser) does not provide a new Payment Method before the scheduled campaign end date, the campaign will be cancelled. Advertiser (or Agency acting on behalf of Advertiser) remains obligated to pay Hulu for any impressions delivered and agrees to pay all amounts due. ADVERTISER (OR AGENCY ACTING ON BEHALF OF ADVERISTER) IS RESPONSIBLE FOR PAYING ALL AMOUNTS BILLED TO THE PAYMENT METHOD ASSOCIATED WITH THE ACCOUNT. Hulu may terminate any current or future campaigns and take steps to collect past due amounts; Advertiser (or Agency acting on behalf of Advertiser) will pay all reasonable associated costs and expenses (including reasonable attorneys’ fees).
  5. Account Codes/Credits. Hulu may, in its sole discretion, provide a code, credit, coupon, or other form of discount in any amount and on terms and restrictions as provided by Hulu. Account codes, credits, coupons, or other discounts are non-transferable and may not be redeemed for cash. If Advertiser’s or Agency’s account is cancelled, Advertiser or Agency, as applicable, will forfeit any account codes, credits, coupons, or other discounts.
  6. Refunds. Neither Advertiser nor Agency will be refunded any amounts paid to Hulu, and Advertiser (or Agency acting on behalf of Advertiser) agrees to pay Hulu for any impressions delivered as of the campaign start date.

5. Data and Privacy.

  1. Usage. Except as expressly permitted by Hulu in writing, and subject to any restrictions set forth in these Ad Manager Terms, Advertiser and Agency may only use Ad Data for the purpose of:
      1. Optimizing Advertiser’s campaigns in Ad Manager Tool;
      2. Assessing the effectiveness and performance of Advertiser’s campaigns in Ad Manager Tool; and
      3. Planning Advertiser’s campaigns in Ad Manager Tool.

    Any other use of Ad Data is expressly prohibited.

    For the purposes of these Ad Manager Terms, “Ad Data” means any data that is accessed, viewed, received, or derived by Advertiser or Agency or otherwise provided or made available to Advertiser or Agency in connection with the Ad Manager Tool, including any campaign reporting, performance metrics, and any data or information available within the Ad Manager Tool. Each of Advertiser and Agency acknowledges and agrees that Advertiser and Agency are only permitted to access and view Ad Data in an aggregated and anonymous manner and shall promptly notify Hulu if Advertiser or Agency accesses, views, receives, or is otherwise provided any Ad Data in an individualized (i.e., de-aggregated, de-anonymized) manner.

  2. Restrictions. Except as otherwise permitted in these Ad Manager Terms, Advertiser and Agency will not and will not attempt to:
    1. Create compilations or combinations of Ad Data.
    2. Commingle Ad Data with other data or across advertising campaigns on platforms other than Hulu’s online video service.
    3. Disclose, sell, rent, transfer, or provide access to Ad Data to any affiliate, third party, ad network, ad exchange, advertising broker, or other advertising service.
    4. Associate Ad Data with any identifiable person or user.
    5. Use Ad Data for retargeting a user or appending data to a profile regarding a user.
    6. Build, create, develop, augment, supplement, or assist with the building, creation, development, augmentation, or supplementation of any segments, profiles, or similar records on any user, device, or browser.
    7. Disaggregate or de-anonymize, or attempt to disaggregate, de-anonymize, or otherwise reverse engineer Ad Data.
  3. Privacy Policy. By creating an account and using the Ad Manager Tool, You, Advertiser, and Agency consent to the collection and use of information from or about You, Advertiser, and Agency as explained in the Ad Manager Tool Privacy Policy. In addition, Advertiser agrees that it will post a privacy policy on its websites, mobile platforms, and other online services that complies with applicable law, and will keep the privacy policy posted and adhere to the privacy policy at all times with respect to any Ad Data.
  4. Except as explicitly approved by Hulu in advance, You, Advertiser and Agency must not, and must not allow any third party to, place, install, include, or execute any tags, pixels, beacons, cookies, other tracking technologies or other data collecting technologies on any Ads, Hulu’s online video service or any device of any end-user of Hulu’s online video service.
  5. Each of Advertiser and Agency will take all necessary and appropriate steps to prevent unauthorized users from accessing its Ad Manager Tool account.

6. Representations and Warranties.

  1. Advertiser’s Representations and Warranties. Advertiser represents and warrants that:
    1. Advertiser holds all the rights, power, and authority necessary to grant the license described in these Ad Manager Terms.
    2. All information provided by Advertiser in connection with the Ad Manager Tool is and will remain complete, correct, and current.
    3. Advertiser has obtained all registrations, authorizations and licenses required in the jurisdictions in which it is located, operates and/or advertises. Advertiser will promptly notify Hulu if it ceases to be so registered, authorized or licensed.
    4. Advertiser, the products, services, and activities in its Ad(s), and any website, application or other online service to which users are directed by its Ad(s), are in compliance with all applicable federal, state, and local laws and regulations.
    5. All express and/or implied claims in Advertiser’s Ad(s) are accurate and supported by adequate substantiation.
    6. The use and display of the Ad(s), including Ad content, will not (a) violate any applicable laws or industry standards or (b) infringe, misappropriate or otherwise violate the intellectual property, publicity, personality, privacy or other rights of any third party.
    7. Advertiser has obtained all rights and consents necessary to obtain, transmit, make available and use all data or segments within the Ad Manager Tool or provided by Advertiser in the course of or in connection with its use of the Ad Manager Tool.
  2. Your Representations and Warranties. You represent and warrant that:
    1. You are authorized to, and do, bind Advertiser or Agency, as applicable, to these Ad Manager Terms.
    2. All of Your actions in connection with Ad Manager Tool are and will be within the scope of the agency or employment relationship between You and Advertiser or Agency, as applicable, and in accordance with any applicable law. If for any reason You have not bound Advertiser or Agency, as applicable, to these Ad Manager Terms, You will be liable for Advertiser’s or Agency’s, as applicable, obligations and breach under these Ad Manager Terms.
  3. Agency’s Representations and Warranties. Agency represents and warrants that it has the authority as Advertiser’s agent to bind Advertiser to these Ad Manager Terms and each Ad campaign created via the Ad Manager Tool and that all of Agency’s actions related to these Ad Manager Terms and each Ad campaign created via the Ad Manager Tool will be within the scope of such agency.

7. Modifications and Termination.

Hulu may modify these Ad Manager Terms by posting to https://home.admanager.hulu.com/terms/. Any changes to these Ad Manager Terms will become effective on the earlier of Ad Manager Tool account creation or, for existing Advertisers or Agencies, 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.

Hulu may modify, suspend, terminate access to, or discontinue the availability of the Ad Manager Tool at any time in its sole discretion. All continuing rights and obligations under these Ad Manager Terms will survive cancellation of Advertiser’s or Agency’s Ad Manager Tool account.

8. Limitation of Liability and Indemnity.

IN NO EVENT WILL 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 AD MANAGER TOOL, DELIVERY OF AD(S) VIA THE HULU WEBSITE OR APPLICATIONS, OUR RELATIONSHIP, OR THESE AD MANAGER TERMS, 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 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 TERMS.

  1. Advertiser’s Agreement to Indemnify. Advertiser agrees to and will indemnify, defend, 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:
    1. The actual or alleged breach of these Ad Manager Terms, including the representations and warranties above by You, Advertiser or Agency.
    2. The actual or alleged violation of any applicable law or industry standard by You, Advertiser or Agency.
    3. The content, submission or use of any Ad(s), data, segments or other material provided by You, Advertiser, or Agency to Hulu, including any data, product or services provided by a third party on Advertiser’s or Agency’s behalf in connection with the Ad Manager Tool.
    4. Any actions taken by individuals with access to Advertiser’s account that relate to the Ad Manager Tool.
  2. Your Agreement to Indemnify. In the event You are not authorized to bind Advertiser or Agency, as applicable, to these Ad Manager terms or You act outside the scope of the agency or employment relationship between You and Advertiser or You and Agency, you agree to and will indemnify, defend, 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:
    1. The actual or alleged breach of these Ad Manager Terms, including the representations and warranties above.
    2. The actual or alleged violation of any applicable law or industry standard.
    3. The content, submission or use of any Ad(s), data, segments or other material provided to Hulu, including any data, product or services provided by a third party on Advertiser’s or Agency’s behalf in connection with the Ad Manager Tool.
  3. Agency’s Agreement to Indemnify. Agency agrees to and will indemnify, defend, 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:
    1. The actual or alleged breach of these Ad Manager Terms, including the representations and warranties above.
    2. The actual or alleged violation of any applicable law or industry standard.
    3. The content, submission or use of any Ad(s), data, segments or other material provided to Hulu, including any data, product or services provided by a third party on Advertiser’s or Agency’s behalf in connection with the Ad Manager Tool.
    4. Any actions taken by individuals with access to Agency’s account that relate to the Ad Manager Tool.
    5. Agency’s actions on behalf of Advertiser regardless of whether such actions are within or outside the scope of such agency relationship.

9. 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 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 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.

10. Miscellaneous.

  1. Governing Law. These Ad Manager Terms are governed by, and shall be construed in accordance with, the laws of the State of California, without giving effect to the conflict of law principles of any jurisdiction. You, Advertiser, Agency and Hulu agree that any action at law or in equity arising out of or relating to these Ad Manager Terms that is not subject to arbitration shall be filed, and that venue properly lies, only in the state or federal courts located in Los Angeles, California, and You, Advertiser, and Agency consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action.
  2. Entire Agreement. These Ad Manager Terms and the Hulu Ad Manager Beta Program Terms are the parties’ entire agreement relating to their subject and supersede any prior or contemporaneous agreements on that subject. Unless otherwise explicitly agreed to in writing, no other terms will apply to Your, Advertiser’s or Agency’s use of the Ad Manager Tool or the delivery of its Ad(s) on Hulu’s online service. In the event of any conflict or inconsistency between these Ad Manger Terms and the Hulu Ad Manager Beta Program Terms, these Ad Manager Terms shall govern.
  3. Notices. Notices under these Ad Manager Terms must be in writing and sent (a) if to Hulu, to Hulu, LLC, 2500 Broadway, 2nd Floor, Santa Monica, California 90404, Attn: General Counsel; and (b) if to You, Advertiser or Agency, to the email address or street address provided via the Ad Manager Tool.
  4. No Waiver. No party will be deemed to have waived any rights by not exercising or delaying exercising rights under these Ad Manager Terms. No waiver of any breach of these Ad Manager Terms shall be construed to be, or shall be, a waiver of any other breach of these Ad Manager Terms. No waiver shall be binding unless in writing and signed by the party waiving the breach.
  5. Severability. If any provision of these Ad Manager 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 Terms shall be construed as if the provision had never been in these Ad Manager Terms.
  6. Assignment. Neither You, Advertiser or Agency may assign or transfer any rights, or delegate any duties, under these Ad Manager Terms without Hulu’s prior written consent, and any attempted assignment, transfer or delegation without such consent shall be void. Hulu can assign or otherwise transfer Hulu’s rights under these Ad Manager Terms without consent from You, Advertiser or Agency.
  7. Third Party Beneficiaries. There are no third-party beneficiaries to the Ad Manager Terms.
  8. No Agency. These Ad Manager Terms do not establish any agency, partnership, or joint venture between You, Advertiser or Agency and Hulu.
  9. Force Majeure. Except for payment obligations, no party or its affiliates is liable for inadequate performance to the extent caused by a condition that was beyond its reasonable control.
  10. Communication. You, Advertiser and Agency agree to receive communications from Hulu via e-mail, regular mail, or postings on the Ad Manager Tool, including communications regarding Your, Advertiser’s or Agency’s account, campaign or Ad(s).
  11. Feedback. Hulu may, at its sole discretion, provide the opportunity to evaluate the Ad Manager Tool, including the opportunity to submit bug reports, evaluations, or proposed modifications (“Feedback”). In the event that Feedback is provided to Hulu, Hulu will be free to incorporate and otherwise use and exploit the Feedback, with no obligation of any kind.
  12. Export Controls. Software and the transmission of applicable technical data, if any, in connection with the Ad Manager Tool 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.