ADVERTISING API LICENSE AGREEMENT

This Advertising API License Agreement (“Agreement”) is made between the entity identified in the Ads API Sign Up Form(s) submitted to Twitter by such entity (or its authorized representative) (referred to herein as “Company”) and Twitter, Inc., on behalf of itself and its Affiliates (as defined below) (collectively, “Twitter”), and governs Company’s access to and use of the Licensed Material (as defined below).  “Affiliate” means any other entity that directly or indirectly controls, is controlled by, or is under common control with Twitter.

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY, INCLUDING, WITHOUT LIMITATION, ALL EXHIBITS ATTACHED HERETO AND ANY LINKED TERMS AND CONDITIONS APPEARING OR REFERENCED BELOW, WHICH ARE HEREBY MADE PART OF THIS AGREEMENT. BY USING THE LICENSED MATERIAL, COMPANY IS AGREEING THAT COMPANY HAS READ, AND THAT COMPANY AGREES TO COMPLY WITH AND TO BE BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF COMPANY DOES NOT AGREE TO BE BOUND BY THIS AGREEMENT, THEN COMPANY MAY NOT ACCESS OR OTHERWISE USE THE LICENSED MATERIAL. THIS AGREEMENT IS EFFECTIVE AS OF THE FIRST DATE THAT COMPANY ACCESSES THE LICENSED MATERIAL (“EFFECTIVE DATE”).  IF AND TO THE EXTENT, HOWEVER, THAT COMPANY’S APPLICATION TO ACCESS AND USE THE LICENSED MATERIAL IS NOT APPROVED BY TWITTER (IN ITS SOLE AND ABSOLUTE DISCRETION), THIS AGREEMENT WILL BE NULL, VOID AND OF NO EFFECT.

 

IF YOU ARE AN INDIVIDUAL REPRESENTING COMPANY, YOU ACKNOWLEDGE THAT YOU HAVE THE APPROPRIATE AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF COMPANY.  YOU MAY NOT USE THE LICENSED MATERIAL AND MAY NOT ACCEPT THIS AGREEMENT IF YOU ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH TWITTER, OR YOU ARE BARRED FROM USING OR RECEIVING THE LICENSED MATERIAL UNDER APPLICABLE LAW.

1.        Introduction and General Definitions; Licenses; Restrictions on Company Service; End Users; Incorporated Terms.

1. Introduction and General Definitions.  This Agreement governs the use of the confidential, non-public portion of the Twitter advertising application programming interface (API), and the accompanying documentation, code and related materials (collectively, the “Twitter Ads API”) that provides Company with “write” access to Twitter advertising products and services (collectively, “Twitter Ads”) and/or with “read” access to certain Content (as defined below) about the performance of Twitter Ads campaigns run on Twitter owned-, operated- and/or controlled-platforms, including, without limitation, mobile applications and social plug-ins (collectively, the “Twitter Service”).   Twitter will (in its sole and absolute discretion) decide if and whether to grant Company “read” or “read/write” Twitter Ads API access (such permitted access level referred to herein as the “API Access Level”).  The Twitter Ads API will be made available to Company through Twitter’s developer site, located at: http://dev.twitter.com (as may be amended from time to time) (the “Developer Site”) or by any other means authorized by Twitter.  All metrics, data and any other information and/or content made available to Company through the Twitter Ads API or otherwise pursuant to this Agreement, including any results, usage statistics, data or other information (in the aggregate or otherwise) derived from analyzing or using any of the foregoing, are collectively referred to as “Content”.  “ The Twitter Ads API and Content are collectively referred to as “Licensed Material.”  Company’s websites, applications and other offerings that display Content or otherwise use the Licensed Material are collectively referred to as the “Company Service.”  “Company Client” means a third-party entity with a registered Twitter advertising account that is also a client of Company that uses the Company Service.  “End User” means an employee or authorized agent of a Company Client who uses the Company Service on behalf of such Company Client (including any Pilot Participant (as defined below in Section 1.2.2)).

2. Licenses.  The applicable license(s) in this Section 1.2 will apply to Company’s use of the Licensed Material based on the specific classification status (i.e., “Developer,” “Basic” or “Standard”) and API Access Level that Twitter has approved (in its sole and absolute discretion) for Company at any given time during the Term.  For clarity, Twitter is not required to approve Company for any particular classification status and/or API Access Level and may withhold any such approval in its sole and absolute discretion.

1. Developer License.  Subject to the terms and conditions of this Agreement, and conditioned on Company’s continuing compliance with this Agreement, Twitter grants Company a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (as defined in Section 6.1 below) solely for Company’s internal testing purposes to: (a) use the Twitter Ads API in accordance with the applicable API Access Level granted by Twitter to Company to develop the Company Service; (b) internally display the Content solely within the Company Service (in accordance with the Analytics Content Display Requirements (as defined in Section 2.1 below)); (c) modify the Content only as necessary in order to format it for and internally display it within the Company Service; and (d) use and display (in accordance with the Twitter Trademark Guidelines attached hereto as Exhibit C) the Twitter name or logos that Twitter makes available for use in connection with the Licensed Material (“Twitter Marks”) solely to attribute Twitter as the source of the Content.

2. Basic License. On condition that Twitter approves Company’s application for “Basic” classification status, then, in addition to the limited rights to use the Licensed Material pursuant to the “Developer” license granted above in Section 1.2.1, Twitter grants Company a non-exclusive, non-transferable, non-sublicensable, revocable license during the Pilot Phase (as defined below) to: (a) implement the Company Service for the purpose of providing Pilot Participants (as defined below) only with access to Content related to a Pilot-Approved Campaign (as defined below) (and, if Company has “read/write” API Access Level, enable the Company Service to allow Pilot Participants to manage Twitter Ads for a Pilot-Approved Campaign through the Company Service); and (b) display the Content within the Company Service (in accordance with the Analytics Content Display Requirements (as defined in Section 2.1 below)) to a Pilot Participant solely for the purpose of optimizing such Pilot Participant’s Pilot-Approved Campaign(s) on the Twitter Service.  “Pilot-Approved Campaign” means a specific Pilot Participant’s Twitter Ads campaign run on the Twitter Service during the Pilot Phase, which campaign must be approved by Twitter in advance and in writing (email to suffice for such purposes).  “Pilot Participant” means a Company Client authorized to access and use the Company Service (as it incorporates the Licensed Material) during the Pilot Phase, which Company Client must be approved by Twitter in advance and in writing (email to suffice for such purposes).  The selection of each Pilot Participant and specific Pilot-Approved Campaigns will be at the mutual agreement of the parties and at Twitter’s final discretion. “Pilot Phase” means the period starting on the date that Twitter first approves (via email notification to Company) Company’s “Basic” classification status and ending ninety (90) days thereafter.

 

1. If Company’s application for “Standard” classification status has not been approved by Twitter (in its sole and absolute discretion) as of the expiration date of the Pilot Phase, Company’s classification status (and related access to the Twitter Ads API) will automatically revert to “Developer” classification status, and Company’s continued access and use of the Licensed Material shall be subject to Section 1.2.1.

3. Standard License.  On condition that Twitter approves Company’s application for “Standard” classification status, then, in addition to the limited rights to use the Licensed Material pursuant to the “Developer” license granted above in Section 1.2.1, Twitter grants Company a non-exclusive, non-transferable, non-sublicensable, revocable license during the Production Phase (as defined below) to: (a) implement the Company Service for the purpose of providing a Company Client’s End Users with access to Content related to such Company Client’s Twitter Ads campaigns (and, if Company has “read/write” API Access Level, enable the Company Service to allow a Company Client’s End Users to manage such Company Client’s Twitter Ads campaigns through the Company Service); (b) display the Content within the Company Service (in accordance with the Analytics Content Display Requirements (as defined in Section 2.1 below)) to a Company Client’s End Users solely for the purpose of optimizing such Company Client’s Twitter Ads campaigns on the Twitter Service; and (c) enable the Company Service to export Content only in a Twitter-approved format that complies with the Analytics Content Display Requirements (as defined in Section 2.1 below) and via an export mechanism that is approved by Twitter in accordance with Section 1.3 below.  “Production Phase” means the period starting on the date that Twitter first approves (via email notification to Company) Company’s “Standard” classification status through the remainder of the Term.  

4. For clarity, the parties acknowledge and agree that the licenses in Sections 1.2.1, 1.2.2 and 1.2.3, as applicable, will not take effect if Twitter does not approve (in its sole and absolute discretion) Company’s application for “Developer,”  “Basic” and/or “Standard” classification level.

3. Restrictions on Company Service.  Without limiting the generality of any other restrictions contained in this Agreement, (a) the Company Service and Content may not be offered or provided by Company as a part of an advertising network; and (b) in no event may the Company Service enable any programmatic export (e.g., via an application programming interface) or machine consumption of Content by any third party, unless otherwise expressly approved by Twitter in advance and in writing.

4. End Users.  If and to the extent that the applicable End User is not already contractually bound (e.g., via a direct contractual relationship with Twitter) to abide by the Twitter Master Services Agreement located at https://ads.twitter.com/terms (“Twitter Ads MSA”), or terms materially identical thereto, Company will contractually bind all End Users of the Company Service who will have access to Content to abide by such Twitter Ads MSA in connection with the purchase of Twitter Ads via the Company Service (if and as applicable) as well as the access and use of Content.  Company will actively monitor and enforce each End User’s compliance with the foregoing obligations, notifying Twitter of any noncompliance.  Company will immediately terminate an End User’s access to the Company Service and retention of any Content in the event that such End User is not in compliance with the foregoing obligations or is using the Content in a manner that is otherwise prohibited by this Agreement.
5. Incorporated Terms. Use of the Licensed Material is further subject to, and governed by, the following terms and conditions (as applicable):

1. as it relates to Company’s implementation and use of the Licensed Material, the Twitter Developer Policy located at https://dev.twitter.com/overview/terms/policy (“Developer Policy”);  
2. as it relates to purchasing Twitter Ads, the Twitter Ads MSA; and
3. as it relates to Company’s, and any Company Clients’ and End Users’, use and storage of any Content, the Twitter Privacy Policy located at http://twitter.com/privacy (“Privacy Policy”).

The Developer Policy, Twitter Ads MSA and Privacy Policy are collectively referred to herein as the “Twitter Policies”.  Company agrees to the Twitter Policies, which are hereby incorporated by reference and are available in hardcopy upon request to Twitter.  In the event of a conflict between the Twitter Policies and this Agreement, this Agreement shall control.  None of the Twitter Policies expand or extend the license to the Licensed Material or Twitter Marks granted in this Agreement.

1. Requirements and Restrictions on Use.  

6. Display Requirements, Integration and Other Requirements.  Company’s implementation and use of the Licensed Material must at all times comply with: (a) the product requirements attached hereto as Exhibit A (“Product Requirements”); (b) the display guidelines attached hereto as Exhibit B (“Analytics Content Display Requirements”); (c) all technical documentation for the Twitter Ads API that has been, or will be, provided to Company by Twitter (including, without limitation, any endpoint specifications or requirements); (d) any onboarding processes specified by Twitter related to the Licensed Material; (e) the Twitter Policies; and (f) any other guidelines and policies applicable to the Licensed Material that may be provided to Company by Twitter.

7. Compliance.  Company will abide by the limitations on access, calls and use of the Twitter Ads API (“Rate Limits”), as well as any additional limitations or restrictions related to tokens, keys, passwords or other login credentials to the Twitter Ads API (collectively, “Token Limits”), as provided or communicated to Company by Twitter, which Rate Limits and/or Token Limits may vary (in Twitter’s sole and absolute discretion) depending on, without limitation, Company’s specific classification status and/or specific API Access Level then-currently granted by Twitter to Company at any given time during the Term.  Company will not attempt to exceed or circumvent the Rate Limits or Token Limits or otherwise use the Twitter Ads API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply, or is inconsistent with, any part of this Agreement. Twitter may monitor Company’s use of the Twitter Ads API to improve the Twitter Service and to ensure Company’s compliance with this Agreement.  Company shall comply with any Twitter request to inspect and access the Company Service, including, without limitation, providing Twitter with any Company Service code related to the implementation of the Twitter Ads API, to ensure that the integration of the Twitter Ads API into, and display of the Content within, the Company Service complies with the Product Requirements and Analytics Content Display Requirements, Twitter quality controls and/or other terms and conditions of this Agreement.  Company will implement changes to the Company Service to address any feedback that Twitter provides resulting from its inspection within a timeframe acceptable to Twitter.  If Company is in non-compliance with any provision of this Agreement, including, without limitation, if Company exceeds, or Twitter reasonably believes that Company has attempted to circumvent, the Rate Limits, Token Limits or any other controls to limit use of the Twitter Ads API, or if the Company Service is not in compliance with the Product Requirements or Analytics Content Display Requirements, or if Company provides access to the Company Service during the Pilot Phase to any third party that is not a Twitter-approved Pilot Participant or for any advertising campaign that is not a Pilot-Approved Campaign, Twitter may immediately suspend or terminate Company’s access to the Licensed Material (or any part thereof).

8. Control of Allocation of Twitter Ads Inventory.  For clarity, and without limiting the generality of any other term or condition of this Agreement, nothing in this Agreement is meant to represent or imply that Company or the Company Service will have access, via the Twitter Ads API, to any particular inventory or category of Twitter Ads, and Twitter may (in its sole and absolute discretion) elect from time to time, to limit, without restriction, the allocation of Twitter Ads inventory to which Company or the Company Service has access (e.g., without limitation, due to Twitter’s strategic decisions concerning sales channels, direct vs. non-direct client relationships, agency relationships, etc.).

9. Control of Twitter Ads Features, API Calls and Functionality.  For clarity, and without limiting the generality of any other term or condition of this Agreement, nothing in this Agreement is meant to represent or imply that Company or the Company Service will have access, via the Twitter Ads API, to any particular Twitter Ads feature, API call or functionality, and Twitter may (in its sole and absolute discretion) elect from time to time, to limit, without restriction, those Twitter Ads features, API calls and/or functionalities to which Company or the Company Service has access (for any or no reason).

10. Content Usage Restrictions.  Company will not, nor attempt to (and will not allow others, including a Company Client or any of its End Users to, or attempt to):

1. use any Content for the purpose of creating or augmenting end user profiles (including those associated with any web cookie, mobile device identifier or other unique identifier connected to any individual end user,  browser or device);

2. unless expressly permitted under the Analytics Content Display Requirements or otherwise specifically approved by Twitter in advance and in writing, co-mingle, or create any combined display of, Content with any other data (including, without limitation, any device-level data, or any conversion, engagement, tracking or targeting data related to Twitter Ads or Twitter advertising campaigns, or across campaigns), whether collected, inferred, derived or provided by Company, a Company Client or any of its End Users, Twitter (under a separate agreement) or another third party (including, without limitation, any Twitter-approved, third-party measurement or tracking partner);  

3. share or, unless otherwise agreed between Company and the applicable Company Client, otherwise utilize Content associated with one Company Client with any other Company Client or any other third party;

4. use Content, by itself or bundled with third party data, outside of the Twitter Service, including, without limitation, to remarket to or behaviorally target, retarget or redirect a user with advertising via advertising networks or exchanges, data brokers, or any other advertising or monetization services.; or

5. unless otherwise mutually agreed by the parties in advance and in writing, provide Company Clients, their End Users or any other third party with access to Content except for the aggregated derivations of such material embodied in the user interface of the Company Service (subject to Section 6.b. of Exhibit A).

For clarity, access and use by Company of any data, content or other materials provided (directly or indirectly) by Twitter to Company under a separate agreement and/or in connection with a separate Twitter program shall be governed wholly by the terms and conditions of such separate agreement and/or program (and not the terms and conditions of this Agreement).  Furthermore, Licensed Material provided to Company under this Agreement shall not be used by Company to exercise its rights and/or fulfill its obligations under any separate agreement Company has with Twitter and/or in connection with Company’s participation in a separate Twitter program.

11. Reverse Engineering and Other Limitations.  In addition to the restrictions set forth above, Company will not, nor attempt to (and will not allow any other parties, including a Company Client or any of its End Users, to, or attempt to): (a) interfere with, modify, disrupt, or disable any Twitter Ads, features, or functionality of the Twitter Ads API, including, without limitation, any such mechanism used to restrict or control the functionality of the Twitter Ads API; (b) translate, reverse engineer, decompile, or disassemble the Twitter Ads API; (c) defeat, avoid, by-pass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms, or derive the source code or the underlying ideas, algorithms, structure, or organization form of the Twitter Ads API; (d) use the Twitter Ads API to access, query, or store data from a third-party service or to integrate the Company Service with a third-party service; (e) access or use the Licensed Material to build a product that is similar to or competitive with the Twitter Service; (f) integrate the Licensed Material into a stand-alone product or a product substantially comprised of the Twitter Ads API or Content; (g) sell, assign, rent, lease, sublicense, distribute, redistribute, export, syndicate, create derivative works of, assign or otherwise transfer, provide access to or make available, in whole or in part, the Licensed Material to any third party, except as expressly permitted herein; (h) remove or alter any proprietary notices or marks on the Licensed Material; or (i) use the Licensed Material for any illegal, unauthorized or otherwise improper purposes.

12. Geography Data. Company will not (and will not allow others to) use or access the Twitter Ads API to aggregate, cache or store place or other geographic location information contained in any Content.

13. PII.  Neither party will either: (a) provide data to the other party pursuant to this Agreement that constitutes or contains any PII (as defined below); or (b) link (or attempt to link) data provided by the other party pursuant to this Agreement to data that constitutes or contains any PII.  As used herein, “PII” means personally identifiable information; i.e., data that can be used to identify a person or a household.

 

2. Updates; Reporting; Support.

14. Updates. Company acknowledges that Twitter may update or modify the Twitter Ads API, from time to time, and in Twitter’s sole and absolute discretion (in each instance, an “Update”).  Company is required to implement and use the most current version of the Twitter Ads API and to make any changes to the Company Service, at Company’s sole cost and expense, that are required as a result of such Update no later than thirty (30) days from the date that Twitter notifies Company of the Update.   Company will implement all tools (if any) provided by Twitter to enable Updates.  Updates may adversely affect the manner in which the Company Service accesses or communicates with the Twitter Ads API or displays Content.  Company’s continued access or use of the Twitter Ads API following any such Update will constitute binding acceptance of the Update.  

15. Reporting.  Company will ensure that the Company Service properly uses all reporting functionality that may be made available via Updates to the Twitter Ads API.

 

16. Support.  Company is responsible for providing all support and technical assistance to Company Clients and their End Users regarding the use of the Company Service (including any issues related to the Licensed Material).  Twitter is not obligated to provide support or technical assistance directly to Company or any Company Clients or any of their End Users, and Company will not represent to any Company Clients or any of their End Users that Twitter is available to provide such support.  If and to the extent available, Company will have access to applicable online forums located at https://twittercommunity.com related to the Licensed Material.

3. Twitter Ads; Removals; End User Data; Security; Data Deletion; Opt-outs

17. Twitter Ads.  If Company has “read/write” API Access Level and the Company Service displays or allows End Users to create or post Twitter Ads through the Company Service: (a) Company must promptly provide such Twitter Ads to Twitter; and (b) Company will obtain the necessary licenses and authorizations from the applicable Company Client for Company to use such Twitter Ads on behalf of such applicable Company Client.

18. Removals.  When requested by Twitter, through the Twitter Ads API or otherwise, Company will promptly: (a) delete Content from the Company Service that Twitter reports as deleted or expired; (b) change Company’s treatment of Content that Twitter reports is subject to changed sharing options; and (c) modify Content on the Company Service that Twitter reports has been modified.  Company is responsible for the quality of Twitter Ads transmitted to the Twitter Service by the Company Service.  Twitter reserves the right to revoke access to the Twitter Ads API and/or, if applicable, remove any specific Twitter Ads from the Twitter Service for any objectionable use by Company, any Company Clients, or any of their End Users (including, without limitation, any violation of the Twitter Ads policies located at: https://support.twitter.com/adspolicy).

19. End User Data.  Either party may collect information from end users of its products and services, including end user data that may be deemed PII relating to such end user (“End User Data”).  If Company collects End User Data via the Company Service, Company will provide a privacy policy to End Users that clearly discloses the End User Data that Company collects as well as Company’s other relevant information practices.  Company’s privacy policy will be in accordance with all applicable laws, rules and regulations, and be no less protective of end users than the Privacy Policy.

 

20. Security.  Company will use industry-standard security measures in connection with its performance under this Agreement, including, but not limited to, industry-standard security measures for data transmission and storage.  Company will also use reasonable technical and organization security measures (including, at a minimum, password protection and access protocol restrictions), and in no event less care than it uses in connection with transmitting and securing Company’s own data, to restrict access to Content and developer tokens to only those individual Company personnel who need to access such Content and developer tokens in order exercise Company’s rights and/or fulfill Company’s obligations pursuant to this Agreement as specifically related to the implementation and use of the Twitter Ads API.  If Company becomes aware of any unauthorized access to any Content or any developer tokens, Company must immediately notify Twitter, consult and cooperate with Twitter in any investigations, provide any required notices and/or provide any information reasonably requested by Twitter.  

21. Data Deletion.  Company shall delete and securely erase Content from its systems when Company no longer has a legitimate business need to retain such Content in order to exercise Company’s rights and/or fulfill Company’s obligations under this Agreement, but in no event longer than the earlier of: (a) eighteen (18) months from the date that Company first receives the applicable Content, or (b) thirty (30) days following the expiration or termination date of the Agreement (in accordance with Section 6.3 below).  In addition, at any time, Company agrees to delete and securely erase, immediately upon Twitter’s written request (which may be delivered via email), any Content that Twitter deems necessary or desirable to delete and securely erase (in Twitter’s sole and absolute discretion).

4. No Monetization of Licensed Material.  Company will not charge Company Clients a premium for access to Twitter Ads and/or Content through the Company Service in excess of Company’s standard rates for the Company Service (which are subject to the Product Requirements).

5. Term; termination.  

22. Term.  This Agreement will commence on the Effective Date and will remain in effect for one (1) year (the “Initial Term”) and automatically continue thereafter for additional, successive one (1) year terms (each a “Renewal Term”), unless either party delivers written notice of non-renewal at least thirty (30) days prior to the expiration of the Initial Term or then-current Renewal Term, as applicable.  The Initial Term and all Renewal Terms will collectively be referred to as the “Term.”

   

23. Termination.  Notwithstanding the foregoing, this Agreement may be terminated by Twitter: (a) immediately upon written notice to Company if Company merges or is acquired, in whole or in part, by any third party, whether voluntarily or involuntarily, and/or by operation of law (including, without limitation, in connection with a merger, acquisition, or sale of assets, whether Company is the surviving or disappearing entity); (b) immediately upon written notice to Company if Company has a receiver or similar party appointed for its property, becomes insolvent, acknowledges its insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or files a petition in bankruptcy; or (c) for any reason upon thirty (30) days’ prior notice to Company (including by email to the address associated with Company’s account).  In addition, without limiting any other remedy in this Agreement or available at law or in equity, Twitter may immediately suspend Company’s access to the Licensed Material (or any part thereof) or terminate any and all license(s) granted to Company under this Agreement or this Agreement in entirety, at any time and without notice, if Company breaches any term or condition of this Agreement or otherwise engages in activities that Twitter reasonably determines are likely to cause, or have caused, liability to Twitter.

 

24. Effect of Termination.  Upon expiration or termination of this Agreement: (a) all rights and licenses granted hereunder will immediately cease and Company shall immediately cease accessing and using the Licensed Material; (b) within thirty (30) days of such expiration or termination, Company will remove, delete and securely erase all Content (including all copies and portions thereof) in all forms and types of media from the Company Service or otherwise in Company’s possession or control; and (c) within thirty (30) days of such expiration or termination, Company will use delete and securely erase all copies of any Confidential Information (as defined below in Section 7.1) in Company’s possession or control.  Twitter will not be liable for any costs, expenses, or damages as a result of its termination of this Agreement.

 

25. Survival.  Those terms that by their nature should survive either expiration or termination of this Agreement, shall survive, including, but not limited to, Sections 1.3-1.5, 2.5-2.8, 4.3, 4.5, 6.3, 6.4, 7 - 14 and 16.

6. Confidentiality; Publicity

26. Confidential Information.  All proprietary information provided by Twitter to Company pursuant to this Agreement, which includes, without limitation, information (tangible or intangible) regarding Twitter’s technology, designs, techniques, research, know-how, specifications, product plans, pricing, customer information, user data, current or future strategic information, current or future business plans, policies or practices, employee information, and other business and technical information (including, without limitation, results, analysis or data regarding uptime, reliability, traffic and growth metrics, network quality, and other usage statistics of the Twitter Service, in the aggregate or otherwise, derived from Company’s use of the Licensed Material or the Twitter Service) (collectively, “Confidential Information”) is confidential and proprietary to Twitter.  Without limiting the foregoing, the terms and conditions of this Agreement, the Licensed Material, Product Requirements, Analytics Content Display Requirements and any other documentation, onboarding processes or other materials related to the Twitter Ads API provided by Twitter to Company under this Agreement shall be deemed Confidential Information. Company may use this Confidential Information only as necessary in fulfilling Company’s obligations under, and exercising Company’s rights granted in, this Agreement.  Except as expressly permitted under this Agreement, Company may not disclose any of this Confidential Information to any third party without Twitter’s prior written consent. Company will protect this Confidential Information from unauthorized use, access, or disclosure using precautions that are at least as stringent as those that Company would use to protect Company’s own confidential and proprietary information of a similar nature, and in any event with no less than a reasonable degree of care.

27. Publicity. Company may not issue any press release, blog post or otherwise make any public announcement or disclosure concerning this Agreement, any of the activities contemplated hereunder, or concerning the relationship between Company and Twitter or use the Licensed Material or Twitter Marks (except as permitted herein), without Twitter’s prior written consent (which for such purposes may include email).

7. Ownership; Usage Data; Feedback.

28. Ownership.

5. Twitter. As between Company and Twitter, Twitter owns all worldwide right, title and interest in and to the Licensed Material, Twitter Marks and Twitter Service (and any derivative works or enhancements of any of the foregoing), including but not limited to all intellectual property rights therein. Company will not to do anything inconsistent with such ownership. Any rights not expressly granted herein are withheld. Company will not challenge Twitter’s ownership of the Twitter Marks, challenge the validity of this license, or otherwise copy or exploit the Twitter Marks during or after the termination of this Agreement, except as specifically authorized herein.  If Company acquires any rights in the Twitter Marks or any confusingly similar marks, by operation of law or otherwise, Company will, at no expense to Twitter, immediately assign such rights to Twitter.

6. Company.  As between Company and Twitter, Company retains all worldwide right, title and interest in and to the Company Service, excluding the Licensed Material, Twitter Marks and Twitter Service (and any derivative works  or enhancements of any of the foregoing), including but not limited to all intellectual property rights therein.

29. Usage Data.  Twitter may publish, share or otherwise distribute, to any party, analytics, statistics or other data related to Company’s use of the Licensed Material, web service, portal or proxy usage (“Usage Data”), provided that such Usage Data does not allow Company to be individually identified.

 

30. Feedback.  Company may provide Twitter with comments concerning the Licensed Material or Company’s evaluation and use thereof (“Feedback”).  Company agrees that Twitter and its designees will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense, incorporate, and otherwise use the Feedback, including derivative works thereto, for any and all commercial and non-commercial purposes with no obligation of any kind to Company.  Nothing in this Agreement will prevent Twitter from developing products or services that may be competitive with Company’s or any Company Clients’ or End Users’ products or services.

8. Representations and Warranties; Beta Features; Disclaimer.

31. Representations and Warranties.  Each party represents and warrants to the other that it has full right, power and authority to enter into and perform its obligations and duties under this Agreement, and that entering into this Agreement, and performing its obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which such party or, in the case of Twitter, any of its Affiliates are a party.  Company further represents and warrants that: (a) Company will maintain throughout the Term all rights, licenses and permissions that are required with respect to the Company Service; (b) the Company Service does not infringe, misappropriate or otherwise violate any third party rights; and (c) the Company Service and its use, distribution, and license, does and will continue to comply with all applicable foreign, federal, state, and local laws, rules, and regulations.

32. Beta Features.  If and to the extent that Twitter provides (in its sole and absolute discretion) Company with any access to any features and functionality that are designated private, unreleased, in development, or in "beta” in the Twitter Ads API (collectively, “Beta Services”), Company acknowledges and agrees that Beta Services are not supported by Twitter, and Beta Services (or any portion thereof) may be launched publicly or made unavailable at any time (in each case, in Twitter’s sole and absolute discretion).  Beta Services are provided “AS IS” to the fullest extent of the law, and Company’s use of such Beta Services is at Company’s own risk and consent  

 

33. Disclaimer. THE LICENSED MATERIAL AND ANY OTHER TWITTER PRODUCTS AND SERVICES (INCLUDING, WITHOUT LIMITATION, ANY BETA SERVICES) PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND ON AN “AS-AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND.   TWITTER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.  TWITTER DOES NOT WARRANT THAT THE LICENSED MATERIAL AND ANY OTHER TWITTER PRODUCTS AND SERVICES (INCLUDING, WITHOUT LIMITATION, ANY BETA SERVICES) PROVIDED HEREUNDER WILL MEET ALL OF COMPANY’S REQUIREMENTS OR THAT USE OF SUCH LICENSED MATERIAL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE, OR SECURE.  THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND COMPANY MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED.  ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).

9. Limitation of Liability.

Limitations.  IN NO EVENT WILL TWITTER BE LIABLE TO COMPANY, ANY COMPANY CLIENTS OR END USERS FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST REVENUE, LOST PROFITS, COSTS OF REPLACEMENT OF GOODS OR SERVICES, LOSS OF TECHNOLOGY, GOODWILL, RIGHTS OF SERVICES, LOSS OF DATA OR INTERRUPTION OR OF LOSS OF USE OF SERVICE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR COMPANY’S, ANY COMPANY CLIENT’S OR ANY END USER’S USE OF THE LICENSED MATERIAL, TWITTER MARKS OR ANY TWITTER PRODUCTS AND/OR SERVICES (INCLUDING, WITHOUT LIMITATION, ANY BETA SERVICES) PROVIDED HEREUNDER, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT TWITTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW.  THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND WILL APPLY NOTIWTHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  IN ANY CASE, TWITTER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED FIFTY U.S. DOLLARS (US$50.00).

10. Indemnification.

Company will indemnify, defend, or at its option settle and hold Twitter, its Affiliates, and its and their officers and employees, harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including reasonable attorneys’ fees) brought by a third party arising out of or in connection with: (a) any act or omission by Company in connection with Company’s use of the Licensed Material or the Twitter Marks; (b) Company’s use of the Licensed Material or the Twitter Marks other than as expressly allowed by this Agreement; (c) Company’s breach or claimed breach of any of the terms, restrictions, obligations or representations under this Agreement; or (d) the Company Service.  Company will assume control of the defense and settlement of any claim subject to indemnification by Company. Twitter may, however, at any time elect to take over control of the defense and settlement of any such claim.  In any event, Company will not settle any claim without Twitter’s prior written consent.

11. User Protection. 

Company will not (a) knowingly allow or assist any government entities, law enforcement, or other organizations to conduct surveillance on Content or obtain information on Twitter’s users or their Tweets that would require a subpoena, court order, or other valid legal process, or that would otherwise have the potential to be inconsistent with Twitter’s users’ reasonable expectations of privacy; or (b) display, distribute or otherwise make available Content to any person or entity that Company reasonably believes will use such data to violate the Universal Declaration of Human Rights (located at http://www.un.org/en/documents/udhr/), including without limitation Articles 12, 18, or 19.  Any law enforcement personnel seeking information about Twitter users will be referred to Twitter’s Guidelines for Law Enforcement located at https://t.co/le. 

12. Government Use.  

The Licensed Material are "commercial items" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212.  Any use, modification, derivative, reproduction, release, performance, display, disclosure or distribution of the Licensed Material by any government entity is prohibited, except as expressly permitted by the terms of this Agreement.  Additionally, any use by U.S. government entities must be in accordance with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4.   Contractor/manufacturer is Twitter, Inc. 1355 Market Street, Suite 900, San Francisco, California 94103.

13. Compliance with Laws; Export and Import.  

Each party will comply with all applicable foreign, federal, state, and local laws, rules and regulations. The Licensed Material is subject to U.S. export laws and may be subject to import and use laws of the country where it is delivered or used. Company agrees to abide by these laws. Under these laws, the Licensed Material may not be sold, leased, downloaded, moved, exported, re-exported, or transferred across borders without a license, or approval from the relevant government authority, to any country or to any foreign national restricted by these laws, including countries embargoed by the U.S. Government (currently Cuba, Iran, North Korea, Northern Sudan and Syria); or to any restricted or denied end-user including, but not limited to, any person or entity prohibited by the U.S. Office of Foreign Assets Control; or for any restricted end-use.

14. Modifications.  

Twitter may update or modify the Twitter Policies, Twitter Trademark Guidelines, technical documentation and any other guidelines or policies related to the Licensed Material (including, without limitation, the Product Requirements and Analytics Content Display Requirements), from time to time, at Twitter’s sole discretion, by posting the changes, as applicable, on the Developer Site, the URL where the applicable Twitter Policy is posted or by otherwise notifying Company (such notice may be via email).  If any change is unacceptable to Company, Company’s only recourse is to cease all use of the Licensed Material and Twitter Marks.  Company’s continued access or use of the Licensed Material and Twitter Marks following any such updates or modifications will constitute binding acceptance of the updates and modifications.

15. Miscellaneous.  

16.1        Notices.  Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; (c) by certified or registered mail, return receipt requested, upon verification of receipt; or (d) by electronic mail when the recipient acknowledges having received the applicable email.  Notice shall be sent to the addresses set forth below or such other address as either party may specify in writing.  Notices for breach sent by Company to Twitter must be sent by via overnight courier or certified or registered mail only.  Notices to Company will be sent to the Company address on record with Twitter.  Notices to Twitter will be delivered to: Twitter, Inc., 1355 Market Street, Suite 900, San Francisco, CA 94103, Attn: General Counsel, with a compulsory copy to: Head of Revenue Partnerships and rev.api.legal@twitter.com.

16.2        Assignment.  Company may not assign this Agreement or any of the rights or obligations granted hereunder, in whole or in part, to any third party, whether voluntarily, involuntarily and/or by operation of law (including, without limitation, in connection with a merger, acquisition, or sale of assets, whether Company is the surviving or disappearing entity), except with the express written consent of Twitter, and any attempted assignment in violation of this paragraph is null and void, and Twitter may immediately terminate this Agreement.  This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

16.3        No partnership.  This Agreement does not create or imply any partnership, agency or joint venture. No waiver by either party of any covenant or right under this Agreement will be effective unless memorialized in a writing duly authorized by such party.

 

16.4        No Third Party Beneficiaries.   There shall be no third party beneficiaries to this Agreement.  

16.5        Severability.  If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.  

16.6        Waiver.  The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by that party.  No waiver by Twitter of any covenant or right under this Agreement will be effective unless memorialized in a writing duly authorized by Twitter.  

16.7        Governing Law and Jurisdiction.  This Agreement will be governed by and construed in accordance with, the laws of the State of California, without regard to, or application of, conflicts of law rules or principles.  All claims arising out of or relating to this Agreement will be brought exclusively in the federal and state courts in San Francisco County, California, USA, and each party consents to the jurisdiction and venue of such courts and to the service of process by registered or certified mail, return receipt requested.  The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transaction Act (UCITA) shall apply to this Agreement, regardless of the states in which the parties do business or are incorporated.

16.8        Injunctive Relief.  Each party agrees that money damages would be an inadequate remedy in the event of a breach or threatened breach of the provisions in this Agreement protecting Twitter’s intellectual property (including, without limitation, the Licensed Material) and/or Twitter’s Confidential Information, and that, in the event of such a breach or threat, Twitter, in addition to any other remedies to which Twitter is entitled, is entitled to such preliminary or injunctive relief (including an order prohibiting the other party from taking actions in breach of such provisions), without the need for posting bond, and specific performance as may be appropriate to preserve all of Twitter’s rights.  

16.9        Entire Agreement.  This Agreement (including the Exhibits attached hereto) constitutes the entire agreement between the parties relating to this subject matter hereof and supersedes and replaces all prior or contemporaneous proposals, understandings, communications and agreements, oral or written, concerning such subject matter.  Any amendments to this Agreement shall be made in writing and signed by a representative of the respective parties authorized to bind the parties.  

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Exhibit A: Product Requirements

In all instances (i.e., whether Company has “read” or “read/write” API Access Level), the Company Service should enable marketers to more efficiently optimize Twitter Ads campaigns on the Twitter Service, take advantage of Twitter’s real-time conversation, and develop Twitter Ads that improve the user experience.   In addition, if Company has “read/write” API Access Level, unless otherwise agreed to in writing in advance by Twitter and Company, the Company Service must programmatically integrate the ability to manage all reasonable media types, including Promoted Tweets in Timeline and Search, Promoted Accounts, and all associated targeting criteria.  

Accordingly, the Company Service, at all times, will meet the following requirements (as applicable based on Company’s API Access Level):  

1. Product Pricing:  Paid access to the Company Service must be priced on a fixed or variable percentage of spend fee structure.
2. Transparency

1. Spend.

• If Company has “read/write” API Access Level, then any pricing reports delivered by Company to Company Clients and their End Users must include amounts spent on Twitter Ads as compared to amounts spent on the Company Service broadly.  In addition, Company must clearly itemize (i) the Twitter Ads spend in Twitter’s native metrics (e.g., as applicable, CPE/CPF) and (ii) all fees payable for use of the Company Service.  
• Company must always include CPE or CPF metrics (or other applicable Twitter native metrics) adjacent to last-click attribution metrics (e.g., CPC) or other reporting metrics (e.g. CPM).
• Company Service will include a self-serve reporting dashboard that will include the capability for Company to report on all metrics generally provided via the Twitter Ads API.

2. Data.  Company will: (i) use commercially reasonable efforts to maintain up-to-date Content within the Company Service in connection with the Twitter Ads API integration; and (ii) clearly disclose to Company Clients and their End Users any material delay inherent in any information regarding the Company Client’s Twitter Ads campaigns and/or related analytics data.  

3. Accounts.  Each End User must be given a separate account to access the Company Service, including a unique user name and password.
4. Company Service. 

1. Each self-serve, managed, and white-labeled version of the Company Service must be assigned a unique token.
2. Each launch of a customized version of Company Service for a specific Company Client must be approved by Twitter in advance and in writing (email to suffice for such purposes).  In addition, the creation of a white-labeled version of Company Service for a specific Company Client must be approved by Twitter in advance and in writing (email to suffice for such purposes).

5. Clients and Account Management.

1. A Company Client must be given the ability to quickly and easily disassociate its Twitter Ads campaigns from the Company Service and regain exclusive, direct control of its Twitter Ads account(s).
2. Only the Company Client and its End Users may be allowed to view such Company Client’s account data or features via the Company Service.

6. Other Requirements.  

1. Any Company Service functionality that replicates a Twitter feature will utilize Twitter’s naming nomenclature and feature names, subject to any applicable Twitter Trademark Guidelines.
2. Company may not commercialize, market or provide access to the Licensed Material to any third parties (including any Company Clients or their End Users) until the implementation of the Twitter Ads API and integration and display of any Content within Company Service (collectively, the “Twitter Integration”) has been approved in advance by Twitter via the process described in this Section.  Company will give Twitter access to the Company Service so that Twitter can review the Twitter Integration.  Twitter will inform Company in writing (email being sufficient) if the Twitter Integration is approved or rejected (in Twitter’s sole discretion).  Throughout the Term, Company will submit to Twitter any changes to the Company Service that affect the Twitter Integration, which Twitter shall have the right to approve or reject in writing (email being sufficient), in Twitter’s sole discretion.  

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Exhibit B: Analytics Content Display Requirements

These Analytics Content Display Requirements govern how Company can display Content within the Company Service.  Company agrees to abide by these Analytics Content Display Requirements at all times.

Defined Metrics

All campaigns shown in the Company Service that display Content must include the applicable defined metrics specified below associated with the various campaign objectives identified below (each, a “Campaign Objective”).  Content metrics must be calculated by Company based on the following endpoints and formulas:

Campaign Objective: Tweet Engagements

Impressions*	promoted_tweet_search_impressions + promoted_tweet_timeline_impressions *All capitalized uses of the term “Impressions” in this “Tweet engagements” Campaign Objective table mean the specific metrics described in this row.
CPM	billed_charge_local_micro / Impressions
Total Engagements*	promoted_account_follows + promoted_tweet_search_ engagements + promoted_tweet_timeline_engagements or promoted_account_follows + promoted_tweet_search_clicks + promoted_tweet_search_replies + promoted_tweet_search_retweets + promoted_tweet_search_follows + promoted_tweet_timeline_clicks + promoted_tweet_timeline_replies + promoted_tweet_timeline_retweets + promoted_tweet_timeline_follows *All capitalized uses of the term “Total Engagements” in this “Tweet engagements” Objective Campaign table mean the specific metrics described in this row.
Engagements Rate	Total Engagements / Impressions
CPE	billed_charge_local_micro / Total Engagements

Campaign Objective: Website Clicks or conversions

Impressions*	promoted_tweet_search_impressions + promoted_tweet_timeline_impressions *All capitalized uses of the term “Impressions” in this “website clicks or conversions” Objective Campaign table mean the specific metrics described in this row.
CPM	billed_charge_local_micro / Impressions
Link Clicks*	promoted_tweet_search_url_clicks + promoted_tweet_timeline_url_clicks *All capitalized uses of the term “Link Clicks” in this “website clicks or conversions” Campaign Objective table mean the specific metrics described in this row.
Click Rate	Link Clicks /   (promoted_account_impressions + promoted_tweet_search_impressions + promoted_tweet_timeline_impressions)
CPLC	billed_charge_local_micro / Link Clicks
Conversion	conversion_site_visits
Conversion Rate	conversion_site_visits / Impressions
CPA	billed_charge_local_micro / conversion_site_visits

                                             

Campaign Objective: App Install

Impressions*	promoted_tweet_search_impressions + promoted_tweet_timeline_impressions *All capitalized uses of the term “Impressions” in this “app install” Campaign Objective table mean the specific metrics described in this row.
CPM	billed_charge_local_micro / Impressions
App Install	promoted_tweet_app_install_attempts
App Clicks*	promoted_tweet_app_install_attempts + promoted_tweet_app_open_attempts *All capitalized uses of the term “App Clicks” in this “app install” Campaign Objective table mean the specific metrics described in this row.
App Click Rate	App Clicks / Impressions
CPAC	billed_charge_local_micro / App Clicks
Conversion Rate	mobile_conversion_installs / Impressions
CPI	billed_charge_local_micro / mobile_conversion_installs

Campaign Objective: Followers

Impressions*	promoted_account_impressions   *All capitalized uses of the term “Impressions” in this “followers” Campaign Objective table mean the specific metrics described in this row.
CPM	billed_charge_local_micro / Impressions
Followers	promoted_account_follows
Follow Rate	promoted_account_follow_rate
CPF	billed_charge_local_micro / promoted_account_follows

Campaign Objective: Leads

Impressions*	promoted_tweet_search_impressions + promoted_tweet_timeline_impressions *All capitalized uses of the term “Impressions” in this “leads” Campaign Objective table mean the specific metrics described in this row.
CPM	billed_charge_local_micro / Impressions
Leads	promotion_card_responses
Lead Rate	promotion_card_responses / Impressions
Cost Per Lead	billed_per_card_response

Campaign Objective: Video

Impressions*	promoted_tweet_search_impressions + promoted_tweet_timeline_impressions *All capitalized uses of the term “Impressions” in this “video” Campaign Objective table mean the specific metrics described in this row.
CPM	billed_charge_local_micro / Impressions
Video Views	promoted_video_total_views
View Rate	promoted_video_total_views / Impressions
Cost Per View	billed_charge_local_micro  / promoted_video_total_views

Display Guidelines 

Cross Channel: If the Company Service displays metrics about campaigns run on third party networks or by third party publishers side-by-side with Content, all of the following requirements and restrictions apply:

1. Any third party network/publisher campaign metrics must be displayed alongside the Content in the Company Service and such third party network/publisher campaign metrics displayed in the Company Service can only include the same category of metrics as the defined metrics for the Content (based on the specific Campaign Objective) as specified above in the Defined Metrics section of this Exhibit B.  For example, if an advertiser is running an app install campaign on a third party network, only third-party-network campaign metrics that are of the same category as the applicable defined metrics for the Content associated with the app install Campaign Objective (as specified above in the Defined Metrics section of this Exhibit B) can be shown alongside the Content.  
2. The applicable defined metrics for a given Campaign Objective must be shown every time a campaign is displayed within the Company Service.  
3. Aggregating metrics to display cross channel data is not permitted, unless the aggregated metrics can be referenced (across all third party networks) against the same category of metrics associated with a campaign objective that is the same or similar to the applicable Campaign Objective and associated defined metrics (as specified above in the Defined Metrics section of this Exhibit B).  For example, aggregating total engagements for network A, network B, and network C would not be permitted if engagement rates across all channels are not calculated using the same formulas.
4. If the Company Service displays any organic Tweet analytics data, Company must comply with the Twitter Developer Agreement located at: https://dev.twitter.com/overview/terms/agreement and the Developer Policy as it relates to Company’s implementation, use and display of the organic Tweet analytics data.

Third Party-Sourced Data: If the Company Service also displays metrics sourced from third parties other than Twitter, all of the following requirements and restrictions apply:

1. If the Company Service displays metrics sourced from third parties other than Twitter, the same requirements and restrictions that apply to displaying cross channel metrics about campaigns run on third party networks or by third party publishers set forth above apply to the display of the metrics sourced from third parties.
2. If any metrics sourced from third parties are displayed in the Company Service, such third-party metrics must be associated to a specific campaign and displayed alongside the corresponding Content for such campaign, which must include all applicable defined metrics (based on the specific Campaign Objective) specified above in the Defined Metrics section of this Exhibit B. Without limiting the generality of the foregoing, if the same category of campaign metrics are provided to Company by both Twitter and a third party source, Company will show the Content and corresponding third-party-sourced metrics side-by-side in the Company Service.  For example, if Company displays link click and click-rate metrics from a third party source, Company will display Twitter’s click and click-rate metrics alongside the third-party-sourced link click and click rate metrics.   
3. If Company or any Company Client or its End User uses a third party tracking solution, any third party tracking solution data that is displayed alongside the Content in the Company Service must be the same category of defined metrics (based on the specific Campaign Objective) specified above in the Defined Metrics section of this Exhibit B.  For example, if Company or any Company Client or its End User uses a third party pixel to track website clicks from Promoted Tweets, and such data is displayed in the Company Service, Company must show link clicks, click rate, cost per link click and CPA from Twitter (if available) alongside such data.  
4. Notwithstanding the foregoing, if the third party tracking solution is provided by a Twitter Measurement Partner (as defined below), then Twitter requires that only the Content delivered through the Twitter Ads API (and not any corresponding data delivered by the Twitter Measurement Partner) is displayed in the Company Service. For the avoidance of doubt, Company will not display any data sourced from a Twitter Measurement Partner alongside or in place of any Content delivered through the Twitter Ads API.  As used in this Exhibit B, “Twitter Measurement Partner” means a Twitter mobile measurement partner designated by Twitter from time to time, in its sole and absolute discretion; provided that any third party listed at any time under the “Mobile Measurement” heading on the Twitter Marketing Platform Partners page at https://business.twitter.com/partners/list/marketing-platform-partners shall be automatically designated as a Twitter Measurement Partner.

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Exhibit C: Twitter Trademark Guidelines

These Twitter Trademark Guidelines (“Guidelines”) apply to Company’s use of Twitter Marks.  Strict compliance with these Guidelines is required at all times, and any use of the Twitter Marks in violation of these Guidelines will automatically terminate any license related to Company’s use of the Twitter Marks.  

1. Company may use the Twitter Marks solely for the purpose expressly authorized by Twitter, and Company’s use must comply with the most up-to-date version of (i) all agreement(s) with Twitter regarding Company’s use of the Twitter Marks; (ii) these Guidelines; and (iii) the Brand Usage Guidelines (accessible at https://about.twitter.com/press/brand-assets).  
2. Company may not alter the Twitter Marks in any manner, including but not limited to, changing the proportion, color or font of the Twitter Marks, or adding or removing any elements from the Twitter Marks.  
3. Company may not use the Twitter Marks in any manner that implies sponsorship or endorsement by Twitter.  
4. Company may not use the Twitter Marks to disparage Twitter, its products or services, or in a manner which, in Twitter’s sole discretion, may diminish or tarnish Twitter’s goodwill in the Twitter Marks.
5. Company may not use the Twitter Marks to refer to any other product or service other than Twitter.  The TWEET and RETWEET marks must only be used to reference Twitter’s Tweet and Retweet products.  
6. The Twitter Marks must appear by themselves, with reasonable spacing between each side of the marks, and other visual, graphic or textual elements.  
7. The Twitter Marks should not be placed in any way that that interferes with the readability or display of the entirety of the Twitter Marks.  
8. Company must display the following attribution on any materials that display the Twitter Marks: “TWITTER, TWEET, RETWEET and the Twitter Bird are trademarks of Twitter, Inc. or its affiliates.”  
9. The Twitter Marks may not be included in or as part of Company’s registered corporate name, logos, or in the Company Service or other product or service name, or used by Company.  Company will not otherwise use business names and/or logos in a manner that can mislead, confuse, or deceive users of the Company Service.
10. Company may not create any derivative works of the Twitter Marks.  
11. Company shall not use any Twitter Marks except as expressly authorized under this Agreement, unless Company has obtained Twitter’s prior written consent (in each instance).
12. Company acknowledges that all rights to the Twitter Marks are the exclusive property of Twitter, and all goodwill generated through Company’s use of the Twitter Marks will inure to the sole benefit of Twitter.  Company will not take any action that is in conflict with Twitter’s rights in, or ownership of, the Twitter Marks.  

Twitter reserves the rights, exercisable at its sole discretion, to modify these Guidelines and/or the Twitter Marks at any time and to take appropriate action against any unauthorized or nonconforming use of the Twitter Marks.  If Company has any questions about these Guidelines, please contact trademarks@twitter.com for assistance, or write to Twitter at: Twitter, Inc., Attention: Trademarks, 1355 Market Street, San Francisco, CA 94103.

Marks:

“Twitter, Inc.” and “Twitter”