Ad Tools Terms

These Ad Tools Terms (“Ad Tools Terms”) govern your access to and use of the optional advertising tools and features described below in connection with the Advertising Services (each, an “Ad Tool”). Your access to and use of each Ad Tool is subject to these Ad Tools Terms, the Advertising Terms, the applicable Order, the OpenAI Policies, and applicable Documentation or technical specifications. Capitalized terms not defined in these Ad Tools Terms will have the meanings given in the Advertising Terms⁠. If these Ad Tools Terms conflict with the Advertising Terms, the Ad Tools Terms will control with respect to the specific Ad Tool. 

By enabling, accessing, or using, or by providing data or materials through, an Ad Tool, you agree to the terms applicable to that Ad Tool and represent that you have authority to bind the applicable entity.

Your access to and use of the Conversion Tools is subject to the Conversion Terms, which are incorporated into these Ad Tools Terms by reference.

• 2.1. Audience Tools. OpenAI may make Audience Tools available for you to provide Audience Data to OpenAI. Subject to the Advertising Terms and these Ad Tools Terms, you may access and use the Audience Tools during the term solely as permitted under these Ad Tools Terms. You will not: (a) use the Audience Tools unlawfully, in violation of OpenAI Policies, or in a manner that infringes third-party rights; (b) Reverse Engineer, interfere with, disrupt, extract data from, or circumvent protective measures for the Audience Tools; or (c) buy, sell, transfer, or share any keys, credentials, or other access mechanisms for the Audience Tools except as permitted by OpenAI. 
• 2.2. Audience Data. Audience Data will be deemed Campaign Parameters under the Advertising Terms. You will provide Audience Data to OpenAI for the Access Purpose, including for OpenAI to create custom audiences for you. You represent and warrant that: (a) Audience Data is first-party data and is not purchased, licensed, received, or otherwise obtained from data brokers, data marketplaces, or other third-party data suppliers; provided that you may use a service provider, including an identity-resolution provider, to process, format, hash, transmit, match, or resolve Audience Data on your behalf, so long as the provider is not the source of Audience Data and does not append, enrich, or supplement Audience Data with third-party data; (b) you have provided all required notices and obtained and will maintain all rights, consents, permissions, and legal bases required to collect, use, share, and provide Audience Data to OpenAI for the purposes described in these Ad Tools Terms; (c) your use of the Audience Tools and provision of Audience Data will comply with applicable law and will not cause OpenAI to violate applicable law; (d) you will not provide Prohibited Data, harmful code, or data that infringes, violates, or misappropriates any third-party rights; and (e) you will promptly notify OpenAI of any actual or threatened complaint or Claim relating to Audience Data and reasonably cooperate with OpenAI in responding. 
• 2.3. No Guarantee. OpenAI does not guarantee audience availability, match rates, audience size, reach, delivery, performance, accuracy, or that any person belongs to or does not belong to a particular audience. OpenAI may reject, remove, limit, suppress, or require modification of any Audience Data or audience as permitted under the Advertising Terms or these Ad Tools Terms.
• 2.4. Audience Restrictions. You will not use Audience Tools, Audience Data, related Reporting Data, or other data collected in connection with the Audience Tools and Advertising Services to (a) identify or re-identify any OpenAI user, (b) infer sensitive or other information about any person, or (c) create, adjust, or modify audience segments, profiles, or data sets that explicitly or implicitly identify, target, or relate to OpenAI, its users, or its brands, except through campaign functionality expressly made available by OpenAI.
• 2.5. Processing of Personal Data. Except for Restricted Processing, you and OpenAI each act as an independent Data Controller with respect to any Personal Data Processed through the Audience Tools. For Restricted Processing only, you are the Data Controller and OpenAI is the Data Processor. The Ad Tools DPA is incorporated by reference and applies to Processing of Personal Data.

• 3.1. Generated Creatives. OpenAI may make available AI-powered Creative Tools that allow you to generate, modify, transform, optimize, localize, or translate advertising creatives using Ad Materials. Generated Creatives that you approve or use in connection with the Advertising Services will be deemed Ads under the Advertising Terms. You agree OpenAI may access, retrieve, and use Ad Materials as needed to provide the Creative Tools and Advertising Services. 
• 3.2. Advertiser Materials and Responsibilities. You are responsible for: (a) all Ad Materials that you provide or make available; (b) all Generated Creatives you approve or use; (c) independently verifying all material representations in Generated Creatives, including, but not limited to, claims related to pricing, availability, Advertiser Products, testimonials, endorsements, affiliations, sponsorships, performance, qualifications, risks, and expected results; and (d) any disclosure about AI-generated or synthetic content required by applicable law or OpenAI Policies. You represent and warrant that you have all rights, licenses, permissions, and consents needed for OpenAI to access, retrieve, and use the Ad Materials as described in these Ad Tools terms, and for the Generated Creatives to be used in connection with the Advertising Services.
• 3.3. No Guarantees. You are responsible for reviewing Generated Creatives before use and for ensuring that Generated Creatives and Ad Materials are accurate, complete, current, substantiated, non-misleading, and compliant with applicable law and OpenAI Policies. OpenAI does not guarantee that Generated Creatives will be accurate, complete, error-free, non-infringing, compliant with law, or suitable for a particular purpose. OpenAI is not responsible for errors, omissions, outdated information, or inconsistencies in Ad Materials or for Claims or losses arising from Generated Creatives that you approve or use. 
• 3.4. Restrictions. You will not: (a) provide any Prohibited Data through the Creative Tools;  (b) use the Creative Tools to generate ads that violate applicable law or OpenAI Policies; (c) create or use an unauthorized digital replica, voice, likeness, endorsement, or representation of another person; (d) impersonate a person or organization or falsely suggest an affiliation, sponsorship, endorsement, or approval; (e) create or distribute fraudulent, deceptive, or misleading synthetic media; or (f) bypass protective measures or other restrictions on the Creative Tools. Generated Creatives may not be used outside of the Advertising Services unless expressly permitted by OpenAI.

“Access Purpose” means OpenAI’s and its Affiliates’ development, provision, and improvement of their products or services. 

“Ad Materials” means any materials that you provide, make available, or identify for OpenAI to access, retrieve, or use in connection with the Creative Tools, including, but not limited to, Ads, product and catalog data, information related to Advertiser Products, brand assets, trademarks, logos, inputs, prompts, instructions, Destinations, website content, metadata, images, text, audio, video, voices, likenesses, pricing, availability information, and other materials or information. 

“Advertising Services” has the meaning given in the Advertising Terms. 

“Advertising Terms” means OpenAI’s Advertising Terms available at https://openai.com/policies/advertising-terms⁠ or, if applicable, another written agreement between the Parties governing the Advertising Services. 

“Audience Data” means first-party data, identifiers, lists, segments, suppression data, exclusion data, rules, instructions, or other materials that you or anyone acting on your behalf provides or makes available to OpenAI for use with the Audience Tools. 

“Audience Tools” means tools, features, or integrations made available by OpenAI that allow you to upload or import Audience Data in connection with the Advertising Services. 

“Ad Tools DPA” means OpenAI’s Ad Tools Data Processing Addendum available at https://openai.com/policies/ad-tools-dpa⁠. 

“Conversion Terms” means OpenAI’s Conversion Terms available at https://openai.com/policies/conversion-terms⁠. 

“Creative Tools” means AI-powered features or tools made available by OpenAI to generate, modify, transform, optimize, localize, or translate advertising creatives using Ad Materials for use in connection with the Advertising Services. 

“Generated Creatives” means advertising creatives generated, modified, transformed, optimized, localized, or translated through the Creative Tools for use in connection with the Advertising Services.

“Prohibited Data” means (a) data relating to, or collected from services directed to children, as defined by applicable law; (b) data relating to sensitive information, as defined by applicable law; and (c) data that could constitute “Consumer Health Data” under the Washington My Health My Data Act, data subject to similar health-related privacy laws, or data that could otherwise identify an individual’s past, present, or future physical or mental health status. Prohibited Data includes, but is not limited to, the following categories: (i) sexual orientation, sexual behavior, or sex life, (ii) status as transgender or nonbinary, (iii) race or ethnic origin, (iv) religious or philosophical beliefs, (v) financial distress, (vi) trade union membership, (vii) political opinions or affiliation, (viii) citizenship or immigration status, (ix) status as a victim of a crime, (x) genetic or biometric data, (xi) disability status, and (xii) other sensitive categories. 

“Restricted Processing” has the meaning given in the Ad Tools DPA. 

“Reverse Engineer” means reverse assemble, reverse compile, decompile, translate, engage in model extraction or stealing attacks, or otherwise attempt to discover the source code or underlying components of the Ad Tools, algorithms, and systems (except to the extent these restrictions are contrary to applicable law).

The terms “Data Controller”, “Personal Data”, “Data Processor”, “Process”, and “Processing” have the meanings given under applicable data privacy and data protection law.