Reseller Customer Political Terms of Use
Last updated: July 1, 2022
These Reseller Political Advertising Terms of Use (these “Political TOUs”) govern a reseller customer’s (“Customer”) use of TD’s (as defined in the TOUs) Platform and Services with respect to serving Political Ads (as defined below). Customer is only entitled to access and use TD’s Platform and Services pursuant to a separate agreement (the “Customer Agreement”) Customer has entered into with an unrelated third-party that has been authorized by TD to grant such access and use of TD’s Platform and Services (“Reseller”). By using TD’s Platform and Services, Customer has already agreed to be bound to the Reseller Customer Terms of Use set forth at https://www.thetradedesk.com/us/global-reseller-customer-terms-of-use (or a successor URL) (the “TOUs”). By using TD’s Platform and Services to run Political Ads (as defined below), Customer agrees to be bound to the terms and conditions set forth in these Political TOUs directly with TD. These Political TOUs are in addition to any restrictions set forth in the Customer Agreement or the TOUs and form a direct agreement between TD and Customer. Capitalized terms used but not defined herein shall have the meaning set forth in the TOUs. Solely with respect to Political Ads, in the event of an inconsistency or conflict between these Political TOUs and the TOUs or the Customer Agreement, these Political TOUs shall govern and control.
1. CERTAIN DEFINITIONS.
1.1 “Laws” are all applicable laws, rules, regulations, government guidance and applicable self-regulatory codes, including the political requirements of the Digital Advertising Alliance’s Self-Regulatory Principles and the Network Advertising Initiative’s Code of Conduct.
1.2 “Political Ad” is an advertisement for a political candidate, ballot measure, or other election issue.
1.3 “Political Ad Requirements” are reporting, disclosure, targeting restrictions and other obligations required by TD or its Inventory Partners for serving Political Ads.
1.4 “Political Campaign Information” is information related to a Political Ad. Political Campaign Information may include the name and address of the advertiser, the name of the entity paying for the Political Ad, the duration of the campaign, the aggregate audience size, evidence of necessary licenses, and the creatives.
1.5 “Political License” is any license, certification, registration, authorization, or any other permission required by Law for the serving of any Political Ads.
2. POLITICAL AD REQUIREMENTS.
2.1 TD will make the Political Ad Requirements available in TD’s Ad Content Guidelines located in the TD Wiki (or successor URL) and may update such Political Ad Requirements from time to time. Customer shall comply with all Political Ad Requirements set forth in TD’s Ad Content Guidelines.
2.2 Upon TD’s request (including via an intake process on the Platform), Customer shall promptly provide TD or Reseller with all requested Political Campaign Information.
2.3 Customer shall categorize all Political Ad campaigns as “Law, Gov’t & Politics” in the “Industry Category” field (or any such successor category field) on the Platform and shall always and accurately input the industry subcategory, if applicable.
2.4 Customer shall not use any dynamic creative optimization, or similar creative-swapping techniques, in the serving of any Political Ads on the Platform.
3. DISCLOSURE. Customer authorizes TD and/or Reseller to disclose Political Campaign Information to third parties if required by Law, the Political Ad Requirements, or if TD chooses to maintain a publicly accessible database of Political Campaign Information. Customer hereby waives any claims that any such disclosure violates any confidentiality obligations or data restrictions set forth in the Customer Agreement or the TOUs.
4. REPRESENTATIONS AND WARRANTIES. Customer represents and warrants that:
4.1 All Political Campaign Information provided by Customer (or its clients) to Reseller or TD shall be true and accurate;
4.2 If required by Law, it (or, if applicable, its Client) shall have and maintain a valid Political License and all Political Ads will comply with the terms of any such applicable Political License;
4.3 If a Political License is terminated, suspended, or amended in any material way, Customer will immediately inform Reseller and TD and, if necessary, to comply with applicable Laws or the Political Ad Requirements, remove Political Ads from the Service;
4.4 Customer and its Clients shall comply with all applicable Laws, including, without limitation, by implementing the DAA’s Political Ad icon as required;
4.5 Customer shall immediately inform TD if it, or its Client, is the subject of any investigation related to its Political Ads by any governmental authority or any self-regulatory organization;
4.6 No indirect or direct purchaser of the Political Ad inventory shall be a foreign national (as defined 52 U.S. Code § 30121(b)); and
4.7 All of Customer’s political segments are comprised solely of users residing in the U.S.
5. COMPLIANCE. TD reserves the right to review Customer’s compliance with these Political TOUs and Customer shall provide TD with cooperation during any such review. TD reserves the right to suspend Customer’s Political Ad campaigns at any time in TD’s sole discretion. Nothing herein shall limit Customer’s responsibility to comply with all applicable Laws associated with the serving of Political Ads.
6. LIMITATIONS ON LIABILITY. CUSTOMER’S LIABILITY FOR BREACH OF THESE POLITICAL TOUS WILL NOT BE SUBJECT TO ANY RESTRICTION OR LIMITATION.
7. INDEMNIFICATION. Notwithstanding anything to the contrary in the Customer Agreement or the TOUs, Customer shall indemnify, defend and hold harmless TD and its directors, officers, employees and agents, its and their respective successors, heirs and assigns from all claims and liabilities (including reasonable outside attorneys fees and costs) arising out of or related to (a) any Political Ad with which Customer or any Third Party uses on or in connection with the Platform (including the Political Ads, landing pages and other materials of Customer and its Clients); (b) Customer or any Third Party’s use of the Platform or Services in contravention of any terms of these Political TOUs; or © any violation of applicable Law with respect to the serving of Political Ads.
8. MISCELLANEOUS. TD’s failure to disallow or block any Political Ads served by Customer will not be construed as an approval thereof. The existence of these Political TOUs shall be deemed TD Confidential Information. These Political TOUs shall be governed by the same laws as set forth in the TOUs. Except as expressly modified herein, all of the terms and conditions of the TOUs will remain in full force and effect. TD or Reseller may immediately suspend Customer’s access or terminate these Political TOUs upon its reasonable belief that Customer has breached any provision herein. In the event that Customer’s breach of these Political TOUs is attributable to its intentional misconduct or gross negligence and results in a termination or suspension of TD’s ability to conduct business with a third party partner (e.g., an Inventory Partner), without limiting any rights or remedies available to TD or Reseller and notwithstanding any other provision in these Political TOUs to the contrary, Customer shall be liable to TD for all lost profits resulting from such suspension or termination. Any notification required hereunder, including any notice for modification to these Political TOUs, shall be subject to the notice provision in the TOUs. MODIFICATIONS TO THESE TERMS AND CONDITIONS MAY BE MADE BY TD AT ANY TIME. TD WILL PROVIDE NOTICE TO RESELLER OR TO CUSTOMER BY EMAIL OR A NOTIFICATION POSTED TO CUSTOMER’S PLATFORM ACCOUNT. CUSTOMER AGREES TO THE NEW TERMS AND CONDITIONS BY CONTINUING THE USE OF THE PLATFORM OR SERVICES FOR RUNNING POLITICAL ADS.