Advertising Terms

These OpenAI Advertising Terms (“Advertising Terms”) are entered into between the organization agreeing to these terms (“Customer” or “you”) and the OpenAI Contracting Party defined below (“OpenAI”) and govern your use of OpenAI’s Advertising Services. OpenAI and Customer are each referred to as a “Party” and collectively as the “Parties.” By using or accessing the Advertising Services, you agree to these Advertising Terms and represent that you have authority to bind the applicable entity.

• 1.1. Campaigns. You may create and submit Campaigns through Ads Manager, an approved API, or another method designated by OpenAI and will provide all information and materials OpenAI requests for review. Each Campaign is subject to OpenAI’s acceptance in its sole discretion. For each accepted Campaign, OpenAI will use commercially reasonable efforts to provide the Advertising Services in accordance with these Advertising Terms and the applicable Campaign settings reflected in Ads Manager. Access to Ads Manager or similar tools is provided solely to facilitate OpenAI’s provision of the Advertising Services.
• 1.2. Restrictions. You will comply with all applicable laws, Documentation, and the OpenAI Policies in connection with your access to and use of the Advertising Services. Without limiting the foregoing, you will not: (a) use the Advertising Services in a way that violates third parties’ rights; (b) Reverse Engineer any aspect of the Advertising Services or the systems used to provide the Advertising Services; (c) extract data from the Advertising Services other than as permitted through the Advertising Services; (d) interfere with or disrupt the Advertising Services, including circumvent any limits or restrictions or bypass any protective measures or safety mitigations for the Advertising Services; (e) generate fraudulent, repetitive, or otherwise invalid clicks, impressions, queries, or other interactions in the Advertising Services, whether through the use of automated applications or otherwise; (f) transmit any viruses, “Trojan horses,” or other harmful code through the Advertising Services; or (g) misrepresent or mask your identity, an Advertiser’s identity, or your authority in connection with the Advertising Services.
• 1.3. Ads Manager. If you use Ads Manager, you must complete the registration process and keep your Account information accurate, complete, and current. You are responsible for securing your Account and access credentials and for all activity under your Account and all acts and omissions of Authorized Users. You will ensure that Authorized Users comply with these Advertising Terms and do not share unique login credentials. You must promptly notify OpenAI of any unauthorized access, credential compromise, or security incident, or if any Account or Authorized User access should be disabled. OpenAI may monitor Accounts and Ads Manager access and may reject, suspend, disable, or restrict either to enforce these Advertising Terms, address security risks, or protect OpenAI’s reputation. 
• 1.4. API Access. If OpenAI makes any APIs available to you in connection with the Advertising Services, you may use such APIs only to submit, manage, and support Campaigns and must comply with applicable Documentation and technical requirements, including rate limits and authentication requirements. You will maintain the technical connection, systems, and resources needed to use the API and perform your obligations under these Advertising Terms. You are responsible for all activity under your API keys, must keep them secure and confidential, and may not share, sell, transfer, or sublicense them to any Advertiser or other third party without OpenAI’s prior written approval. OpenAI may monitor API use to verify compliance, protect users and OpenAI systems, and operate and improve the Advertising Services, and may limit, throttle, modify, deprecate, suspend, or discontinue API access. Access to Ads Manager or any API does not guarantee the availability of advertising inventory, acceptance or delivery of any Campaign, any minimum spend or performance, or continued availability of Ads Manager or API access.
• 1.5. Optional Tools and Services. OpenAI may make Ad Tools or Third-Party Services available through the Advertising Services. Certain Ad Tools may be enabled by default, as disclosed in Ads Manager or the applicable Documentation, and you may disable them through the applicable Ads Manager controls. Your access to or use of Ad Tools is subject to the applicable Ad Tools Terms, and your use of Third-Party Services is subject to these Advertising Terms and any additional terms applicable to those Third-Party Services.

• 2.1. Authority and Responsibilities. This Section applies if you act as an Advertising Intermediary.
  • 2.1.1. You represent and warrant that: (a) you have all rights, authority, and consents necessary to submit and manage Campaigns and provide Ads, Campaign information, instructions, and other materials for and on behalf of the applicable Advertiser; (b) before submitting a Campaign, you have a written agreement with the Advertiser that authorizes you and OpenAI to provide the Advertising Services, binds the Advertiser to these Advertising Terms, and permits OpenAI to enforce these obligations against the Advertiser; (c) you will act within the scope of your authority from the Advertiser and in accordance with applicable law and applicable legal and fiduciary duties; and (d) you are responsible for the Advertiser’s compliance with these Advertising Terms and its acts and omissions in connection with the Advertising Services. Upon request, you will provide evidence of the foregoing and enforce the Advertiser’s applicable obligations. OpenAI may provide Advertiser-specific Campaign reporting to the Advertiser and may rely on your representations regarding your authority without further investigation. 
  • 2.1.2. You may introduce, onboard, submit, or manage a Campaign only for Advertisers that you have vetted using reasonable processes designed to verify: (a) Advertiser’s legal existence and eligibility, including any required licenses or registrations, to advertise Advertiser Products in the applicable jurisdictions; (b) that the Advertiser is not subject to applicable sanctions or included on an applicable government restricted-party list; and (c) Advertiser’s compliance with applicable law and the OpenAI Policies. You will not submit or continue to manage Campaigns for an Advertiser if you know or reasonably suspect that the Advertiser does not satisfy these requirements. Upon request, you will provide information and reasonable cooperation regarding your vetting of an Advertiser. OpenAI may independently review, reject, or block any Advertiser. 
• 2.2. Reseller Program. If OpenAI authorizes you to participate as a Reseller: (a) you may do so only within the territory and other scope specified by OpenAI in writing; (b) you will comply with the applicable training, marketing, reporting, and operational requirements set forth in the Ad Reseller Program Guide; (c) you are solely responsible for managing your commercial relationships with Advertisers, including contracting, billing, collections, taxes, and related credit risk; (d) you will not permit an Advertiser or other third party to resell or further distribute the Advertising Services or access to them without OpenAI’s prior written approval; (e) you will not hold yourself out as OpenAI’s agent, bind OpenAI, commit advertising inventory, delivery, spend, or performance, or make any representation, warranty, or commitment concerning OpenAI or the Advertising Services beyond what OpenAI expressly authorizes in writing; (f) you will use only marketing materials and OpenAI’s name, marks, and logos approved by OpenAI and in accordance with OpenAI’s applicable brand requirements, including those set forth in the Ad Reseller Program Guide; (g) you will maintain complete and accurate records concerning Advertisers, Campaigns, Fees, and your compliance with this Section for at least three (3) years and, upon request, provide information and reasonable cooperation to verify compliance; and (h) your authorization does not transfer ownership of, or grant any independent right in, advertising inventory. OpenAI retains exclusive control over Advertiser eligibility, Campaign acceptance and approval, inventory allocation, Ad delivery and presentation, policy enforcement, measurement and Reporting Data, and suspension and termination.
  

• 3.1. Fees and Payment. You will pay all Fees, including any adjustments to correct pricing errors. All metric-based Fees will be determined based on OpenAI’s measurements and/or data. You authorize OpenAI to charge the payment method associated with your Account or, if invoicing is enabled, to invoice you using your Account information. You must keep your Account information complete, accurate, and current. If you act as an Advertising Intermediary, your payment obligations to OpenAI are not contingent on invoicing or collecting from the Advertiser, and you are solely responsible for all related credit risk and collection costs. Overdue undisputed Fees may be subject to a finance charge of 1.5% of the unpaid balance per month. 
• 3.2. Fee Disputes. To dispute any Fees, you must notify OpenAI within thirty days of the activity in dispute. OpenAI may adjust any disputed Fees in OpenAI’s sole discretion. Any such adjustments will only be in the form of a non-transferable makegood or credit that you must use prior to termination of your Account. 
• 3.3. Taxes. Fees exclude applicable taxes. The Advertising Services are advertising and media services performed by OpenAI. Access to any interface, console, reporting tools, or similar functionality is incidental to the Advertising Services and does not constitute a purchase, license, or subscription to software. OpenAI will charge, collect, and remit Transaction Taxes as required by applicable law, and the Applicable Customer will pay all Transaction Taxes charged by OpenAI. To claim an exemption, you must provide complete and valid exemption certificates and any other documentation OpenAI requests. Any exemption applies only prospectively after OpenAI receives complete and valid documentation. All amounts payable under these Advertising Terms must be paid without deduction or withholding. If applicable law requires the Applicable Customer to deduct or withhold any amount, the Applicable Customer will pay the additional amount necessary for OpenAI to receive the Fees in full and provide evidence of remittance. If you charge an Advertiser in connection with the sale, resale, or facilitation of Advertising Services, you are solely responsible for determining, charging, collecting, remitting, and reporting all taxes on those amounts and for any related assessments, penalties, and interest.
• 3.4. Tax Information. If you act as a disclosed agent for the Applicable Customer, you must provide the Applicable Customer’s full legal name, billing address, and any applicable Tax ID, and you represent and warrant that you have authority to act on its behalf. If you provide a Tax ID for the Applicable Customer for reverse-charge, business-to-business, zero-rating, or other VAT/GST treatment, you represent and warrant that (a) the Applicable Customer is validly registered for the applicable tax in the relevant jurisdiction and qualifies for the claimed tax treatment, and (b) the Tax ID and any other information and documentation you provide are complete, accurate, and current. You will promptly notify OpenAI of any relevant change, and OpenAI may rely on the information and documentation you provide. You are responsible for any Transaction Taxes, assessments, penalties, and interest resulting from a breach of this Section.

• 4.1. Ad Review and Delivery Controls. OpenAI may (a) review, reject, remove, modify, or require modification of any Ad, (b) modify, pause, or terminate Ad delivery, or (c) block or exclude any Advertiser or category of Advertisers, including if you violate these Advertising Terms or the OpenAI Policies or OpenAI determines that doing so is appropriate to comply with law or policy, protect users, address operational issues, or preserve the integrity of the Advertising Services. 
• 4.2. Ad Presentation. OpenAI may determine and modify the format, placement, size, labeling, and presentation of Ads, including to optimize the user experience or comply with the OpenAI Policies. Ad delivery and presentation may be affected by user settings or applicable law.
• 4.3. Editorial Adjacencies. OpenAI will use commercially reasonable efforts to ensure that Ads are not placed adjacent to content that violates the Advertising Policies or falls within another category identified in the applicable Campaign settings in Ads Manager. If you believe an Ad was placed in violation of this Section 4.3, you may submit a written complaint to OpenAI. OpenAI will review the complaint and, if OpenAI determines a remedy is appropriate, may provide a makegood or credit in its sole discretion, which will be your sole remedy for any breach of this Section 4.3.

• 5.1. Ownership and Feedback. As between the Parties, to the extent permitted by applicable law, you retain all rights you have in the Ads, and OpenAI owns all rights in the Advertising Services and OpenAI Data. Except as expressly set forth herein, these Advertising Terms do not grant: (a) OpenAI any IP Rights in the Ads; or (b) you any IP Rights in the Advertising Services or OpenAI Data. If you provide feedback about the Advertising Services, you grant OpenAI the right to use and exploit feedback without restriction or compensation.
• 5.2. Ads and Campaign Materials. You will provide the Ads and other information and materials associated with each Campaign, and make Destinations available, to OpenAI for the Access Purpose and, with respect to the Ads, the Display Use. To the extent OpenAI or its Affiliates needs such a license under applicable law, you grant OpenAI and its Affiliates a non-exclusive, worldwide, royalty-free license to the Ads for the Display Use.  
• 5.3. Campaign Responsibilities. You are solely responsible for each Campaign, including its Ads, settings, instructions, Destinations, Advertiser Products, and any recommendations, configurations, or other outputs (including AI-generated outputs) made available, generated, or delivered through the Advertising Services. You are solely responsible for your use of any recommendation, configuration, or output, including through any Ad Tool that is enabled by default and remains enabled for your Campaign. You represent and warrant that: (a) each Campaign complies with the OpenAI Policies and applicable law, including requirements concerning disclaimers and disclosures, truthfulness and substantiation of claims, and promotions, contests, or endorsements; and (b) no Campaign violates any third party’s rights, and you have all necessary rights, licenses, consents, and permissions for OpenAI to use the Ads and other Campaign materials as contemplated by these Advertising Terms, including rights in any data, music, footage, images, endorsements, trademarks, or other materials. You will keep each Destination accessible to OpenAI and its web user agents. OpenAI may suspend delivery of an affected Campaign if a Destination is inaccessible or restricted, and you remain responsible for all Fees incurred. 
• 5.4. Reporting Data. If OpenAI provides Reporting Data to you, you may use it only to measure the frequency, reach, or effectiveness of a Campaign. If you are an Advertising Intermediary, you may provide the Advertiser with Reporting Data relating solely to its Campaign, and you will ensure that the Advertiser uses the Reporting Data only as permitted by this Section. Unless OpenAI authorizes otherwise in writing, you will not: (a) disclose, transfer, license, or otherwise grant rights in or access to the Reporting Data or its derivatives, except to an Advertiser as permitted above or a service provider acting solely on your behalf for a permitted purpose, provided that you remain responsible for the service provider’s compliance with this Section; (b) use or combine Reporting Data in a way that allows any natural person to be identified; (c) sell, monetize, or otherwise commercially exploit Reporting Data, permit any of the foregoing, or provide it, directly or indirectly, to any third party for commercial gain or other valuable consideration; or (d) use the Reporting Data or other data collected by you in connection with the Advertising Services to create or modify audience segments, profiles, or data sets that explicitly or implicitly identify, target, or relate to OpenAI, its users, or its brands. 
• 5.5. Data Protection. The Ad Tools DPA is incorporated into these Advertising Terms and applies to the Parties’ processing of Personal Data within its scope. If the Ad Tools DPA conflicts with these Advertising Terms, the Ad Tools DPA controls solely with respect to such processing.

• 6.1. Use and Nondisclosure. Recipient will (a) use Discloser’s Confidential Information only to exercise rights and fulfill obligations under these Advertising Terms; (b) take reasonable measures to protect the Confidential Information; and (c) not disclose the Confidential Information to any third party except as permitted in these Advertising Terms.
• 6.2. Exceptions. The obligations in Section 6.1 do not apply to information that: (a) is or becomes generally available to the public through no fault of Recipient; (b) was in Recipient’s possession or known by it prior to receipt from Discloser; (c) was rightfully disclosed to Recipient without restriction by a third party; or (d) was independently developed without use of Discloser’s Confidential Information. 
• 6.3. Permitted Disclosure. Recipient may disclose Confidential Information to its Affiliates, employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in these Advertising Terms. Recipient will be responsible for any breach of this Section 6 by any person or entity to which Recipient discloses Confidential Information. Recipient may also disclose Confidential Information to the extent required by applicable law or legal process, and, where legally permitted, Recipient will provide Discloser reasonable notice and cooperation to seek protective treatment. 
• 6.4. Remedies. Recipient acknowledges that a disclosure of Confidential Information in violation of these terms would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore upon any such disclosure by Recipient, Discloser will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law. 
• 6.5. Publicity. Except as expressly approved in writing by OpenAI, Customer will not: (a) use OpenAI’s name, marks, or logo on any website or in any media, marketing material, or other communication; or (b) make any public statement about its relationship with OpenAI or these Advertising Terms. Any authorized marketing must be accurate, use only materials and descriptions approved by OpenAI, comply with OpenAI’s brand guidelines, and not imply that Customer may bind OpenAI or make commitments on OpenAI’s behalf.

• 7.1. By You. You agree to indemnify, defend, and hold harmless OpenAI and its Affiliates and licensors against any liabilities, damages, and costs (including reasonable attorneys’ fees) payable to a third party arising out of a Claim related to: (a) your use of the Advertising Services in violation of these Advertising Terms, (b) any Ads, Destinations, Advertiser Products, or other content, information, materials, or instructions provided, made available, or used by or on your behalf in connection with a Campaign or through the Advertising Services, including OpenAI’s use of the foregoing as permitted under these Advertising Terms, or (c) an Advertiser’s acts or omissions, or your authority to act on its behalf, in each case in connection with the Advertising Services, or (d) any representation, warranty, commitment, or term you provide to an Advertiser or other third party that exceeds your authority or is inconsistent with these Advertising Terms.
• 7.2. Procedure. OpenAI will provide prompt written notice when seeking indemnification, reasonably cooperate, and give you sole control of the defense/settlement (with customary consent limits), provided that OpenAI may participate in its own defense at its sole expense.

• 8.1. Limitation on Indirect Liability. To the fullest extent permitted by law, except for (a) gross negligence or willful misconduct, (b) your breach of Section 5.4 (Reporting Data), (c) indemnification obligations, or (d) either Party’s breach of Section 6 (Confidentiality), neither Party is liable for indirect, incidental, special, consequential, or punitive damages (including lost profits), even if foreseeable.
• 8.2. Liability Cap. To the fullest extent permitted by law, OpenAI’s total liability will not exceed the total amount you paid to OpenAI during the six months immediately prior to the event giving rise to liability.
• 8.3. No Guarantees. OpenAI does not guarantee: (a) the availability of the Advertising Services; (b) the accuracy, completeness, suitability, performance, or legal compliance of any forecasts, recommendations, instructions, configurations, or other suggestions made available through the Advertising Services; (c) the performance, reach, frequency, or results of your advertising campaigns; or (d) that impressions, views, clicks, queries, or other interactions are human, valid, non-fraudulent, or free from invalid activity.
• 8.4. Disclaimer. TO THE EXTENT PERMITTED BY LAW, THE ADVERTISING SERVICES ARE PROVIDED “AS IS,” AND OPENAI AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NON-INFRINGEMENT. OPENAI MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE ADVERTISING SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT THE ADVERTISING SERVICES WILL BE ACCURATE, THAT DEFECTS WILL BE CORRECTED, OR REGARDING ANY THIRD-PARTY SERVICES. OPENAI WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY ADS, THIRD-PARTY SERVICES, THIRD-PARTY CONTENT, OR NON-OPENAI SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES, AND OTHER PROBLEMS CAUSED BY THESE ITEMS).
• 8.5. Beta Services. Despite anything to the contrary in these Advertising Terms: (a) you may choose to use Beta Services in your sole discretion; (b) Beta Services may not be supported and may be changed at any time without notice; (c) Beta Services may not be as reliable or available as the Advertising Services; (d) Beta Services have not been subjected to the same security measures and auditing as the Advertising Services; and (e) OPENAI WILL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES – USE AT YOUR OWN RISK.

• 9.1. Cancellation; Changes to Campaigns. Unless otherwise stated in the OpenAI Policies or Ads Manager, you may cancel or modify a Campaign through Ads Manager at any time. A cancellation or change may take up to one business day to take effect. You remain responsible for Fees incurred before the cancellation or change takes effect.
• 9.2. Suspension and Termination. OpenAI may (a) limit, suspend, disable, or terminate any Campaign or Ad delivery; (b) limit, suspend, or disable any Account or access to all or any part of the Advertising Services; (c) block, exclude, or terminate any Advertiser’s participation in the Advertising Services; or (d) terminate these Advertising Terms, if: (i) Fees are past due; (ii) OpenAI determines that you, an Advertiser, any Campaign, any Advertiser Products, or your use of the Advertising Services violates or may violate these Advertising Terms, the OpenAI Policies, applicable law, or third-party rights; (iii) OpenAI determines that such action is appropriate to comply with law, protect users, prevent or address security, fraud, invalid activity, legal, regulatory, or reputational risk, or preserve the integrity of the Advertising Services; or (iv) OpenAI discontinues the applicable Advertising Services, feature, inventory, or supported market. OpenAI may take any such action immediately and, where reasonably necessary, without prior notice. OpenAI may also terminate these Advertising Terms for any reason on thirty days’ notice. 
• 9.3. Effect of Termination. Upon expiration or termination of these Advertising Terms, or cancellation or termination of a Campaign, OpenAI will stop delivering Ads, subject to Section 9.1, and may disable related Account access. You remain responsible for all Fees incurred before the effective date of expiration, cancellation, or termination. If you are a Reseller, upon expiration or termination of these Advertising Terms, you will immediately stop representing that you are authorized by OpenAI, stop using OpenAI’s name and marks, and reasonably cooperate with OpenAI to reconcile, transition, or wind down affected Advertiser relationships and active Campaigns. Any provisions that by their nature should survive will survive, including Sections 3 (Payment), 5 (Rights and Responsibilities), 6 (Confidentiality), 7 (Indemnification), 8 (Limitation of Liability; Disclaimer), 10 (Dispute Resolution), and 11 (Miscellaneous).

• 10.1. Informal Dispute Resolution. OpenAI wants to understand and address Customer concerns prior to formal legal action. The Parties agree to try to resolve Disputes informally before filing a claim against one another. Customer will do so by completing the Informal Dispute Resolution Form. OpenAI will do so by notifying Customer at the Account email address. If the Parties cannot resolve a Dispute within sixty days, either Party may initiate arbitration. Both Parties also agree to attend an individual settlement conference if either Party requests one during this time. Any statute of limitations will be tolled during this informal resolution process.
• 10.2. Mandatory Arbitration. Customer and OpenAI agree to resolve any Disputes, regardless of when they arose, through final and binding arbitration, except as set forth below. Either Party may commence binding arbitration through NAM, or, if NAM is not available, an alternative arbitral forum selected by the Parties. The initiating Party will pay all filing fees for the arbitration and payment for other administrative and arbitrator’s costs will be governed by the arbitration provider’s rules. If a Party’s claim is determined to be frivolous, the Party who initiated the frivolous claim is responsible for reimbursing the other Party for all administrative, hearing, and other fees incurred as a result of the frivolous claim.
• 10.3. Exceptions. Nothing in these Advertising Terms requires arbitration of the following claims: (a) individual claims brought in small claims court; and (b) injunctive or other equitable relief to stop unauthorized use or abuse of the Advertising Services or intellectual property infringement.
• 10.4. Procedure. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in the Venue or at another mutually agreed location. The arbitration will be conducted before a sole arbitrator under NAM’s then-prevailing rules. All issues are for the arbitrator to decide, except a court of competent jurisdiction in the Venue has the authority to determine: (a) if a provision of this arbitration section should be severed and the consequences of that severance; (b) whether the Parties have complied with conditions precedent to arbitration; and (c) whether an arbitration provider is available to hear the arbitration. The amount of any settlement offer will not be disclosed to the arbitrator by either Party until after the arbitrator determines the final award, if any.
• 10.5. No Class Actions. Disputes must be brought on an individual basis only and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a Dispute proceeds in court rather than through arbitration, each Party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either Party from participating in a class-wide settlement of claims.
• 10.6. Batch Arbitration. If twenty-five or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Disputes within ninety days of each other, Customer and OpenAI agree that NAM will administer them in Batches. If fewer than fifty claimants are included in the group or remain after batching, those claimants will comprise a single Batch. NAM will administer each Batch as a single consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing held by videoconference or in a location decided by the arbitrator for each Batch. If any part of this section is found to be invalid or unenforceable as to a particular claimant or Batch, it will be severed and arbitrated in individual proceedings.
• 10.7. Severability. If any part of this Section 10 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this Section 10 will be unenforceable in its entirety. Nothing in this section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of that claim from the arbitrator.

• 11.1. Entire Agreement. These Advertising Terms incorporate by reference the OpenAI Policies, the applicable Ad Tools Terms, the Ad Tools DPA, the Ad Reseller Program Guide, and any other terms expressly incorporated herein. Together, they constitute the entire agreement between Customer and OpenAI with respect to their subject matter and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral. Any terms in a purchase order you submit do not apply to these Advertising Terms and are void.
• 11.2. Conflicts. If a conflict arises, the following order of precedence applies: (a) the Ad Tools DPA, solely with respect to processing of Personal Data within its scope, (b) the applicable Ad Tools Terms, (c) these Advertising Terms, (d) the OpenAI Policies, (e) the Ad Reseller Program Guide, and (f) any Documentation and technical specifications. 
• 11.3. Updates. OpenAI may update these Advertising Terms or any incorporated terms by posting the update on its website or through the Advertising Services. An update is effective on the date stated in the update. If an update materially affects your rights or obligations, OpenAI will provide at least thirty days’ notice unless the update is necessary to comply with law or address security, fraud, abuse, or operational risk. By continuing to access or use the Advertising Services after an update takes effect, you accept the update. An update does not apply retroactively to a Dispute arising before its effective date. 
• 11.4. Governing Law. Subject to Section 10 (Dispute Resolution), these Advertising Terms are governed by the Governing Laws, and any court proceeding arising out of or relating to these Advertising Terms must be brought exclusively in the Venue.
• 11.5. Assignment. Neither Party may assign these Advertising Terms except as follows. OpenAI may assign these Advertising Terms to an Affiliate without notice or Customer consent. Either Party may assign these Advertising Terms to a successor to substantially all of that Party’s assets or business upon at least thirty days’ prior written notice. These Advertising Terms will be binding upon the Parties and their respective permitted successors and assigns.
• 11.6. Independent Contractors. OpenAI and Customer are not legal partners or agents but are independent contractors.
• 11.7. Notices. Notices must be sent via email, first class, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable Account email address and are deemed given when sent. Notices to OpenAI must be sent to OpenAI Legal at contract-notices@openai.com, with a copy to: (a) if OpenAI OpCo, LLC, 1455 3rd Street, San Francisco, California 94158; or (b) if OpenAI Ireland Ltd, 1st Floor, The Liffey Trust Centre, 117-126 Sheriff Street Upper, Dublin 1, D01 YC43, Ireland.
• 11.8. Waiver and Severability. A waiver of any default is not a waiver of any subsequent default. If a provision of these Advertising Terms is unenforceable, it will be modified only to the extent necessary to make it enforceable, and the remaining provisions will remain in effect.
• 11.9. Force Majeure. Except for payment obligations, neither Party will be liable for any failure or delay in performing its obligations under these Advertising Terms to the extent caused by circumstances beyond its reasonable control, including governmental action, terrorism, natural disasters, labor conditions, or power failures.
• 11.10. Trade Controls. For the purposes of this Section, Customer Parties means Customer and its directors, officers, employees, agents, and Affiliates. Customer is solely responsible for ensuring that its use of the Advertising Services complies with applicable sanctions and export control laws. Customer represents and warrants that no Customer Party is subject to trade restrictions and that all Customer Parties will comply with applicable sanctions and export control laws. Customer will not use the Advertising Services or otherwise take any action involving OpenAI that could violate, or cause OpenAI to violate, those laws. OpenAI may decline or discontinue dealings with Customer, without liability to Customer, if any Customer Party or parent of Customer presents a sanctions or export control risk. Customer will provide information reasonably requested to verify compliance with this Section.
• 11.11. No Third-Party Beneficiaries. Except where an Advertiser is the Customer under these Advertising Terms or OpenAI expressly agrees otherwise in writing, no Advertiser or other third party is a party to or beneficiary of these Advertising Terms, and OpenAI has no obligation to any Advertiser or other third party. This Section does not limit OpenAI’s right to enforce any obligation that Customer is required to flow down under these Advertising Terms.

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

“Account” means an administrative account in Ads Manager, an API, or another OpenAI-designated interface provided to you by OpenAI for the purpose of administering the Advertising Services.

“Ad” means any advertising material, content, data, or technology submitted, approved, accepted, applied, or otherwise used by you for delivery through or use in connection with the Advertising Services. 

“Ad Reseller Program Guide” means the then-current program guide and related requirements provided or made available by OpenAI that govern a Reseller’s participation in OpenAI’s advertising reseller program, as updated by OpenAI from time to time. 

“Ad Tools” means optional tools and features made available through the Advertising Services that are identified as subject to the Ad Tools Terms. 

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

“Ad Tools Terms” means the terms governing usage of Ad Tools at: https://openai.com/policies/ad-tools-terms⁠. 

“Ads Manager” means the interfaces, APIs, tools, and related features provided by OpenAI to Customer or Advertiser for use in administering the Advertising Services.

“Advertiser” means an entity on whose behalf a Campaign is created, submitted, managed, or delivered through the Advertising Services, either directly or through an authorized intermediary. 

“Advertiser Products” means any services or products offered by Advertiser, including as offered on any Destination.

“Advertising Intermediary” means a Customer that uses the Advertising Services on behalf of, sells or resells the Advertising Services to, or otherwise facilitates participation by an Advertiser, including as an agent, representative, demand partner, Reseller, or other intermediary. 

“Advertising Policies” means the advertising policies at: https://openai.com/policies/ad-policies/⁠. 

“Advertising Services” means OpenAI’s advertising program on or through any OpenAI platform, Ads Manager, and any related services, tools, or features, including those used to create, submit, manage, target, deliver, display, or measure advertisements or other promotional content.

“Affiliate” means, with respect to a Party, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with, that Party.

“Applicable Customer” means, for purposes of Sections 3.3 and 3.4, the customer, purchaser, and recipient of the applicable Advertising Services, determined as follows: (a) if you are a direct Advertiser or Reseller, you are the Applicable Customer; (b) if you are an Advertising Intermediary other than a Reseller and identify your own legal name and billing address as the invoice recipient, you act as principal and are the Applicable Customer; and (c) if you are an Advertising Intermediary other than a Reseller and do not identify your own legal name and billing address as the invoice recipient, you act solely as disclosed agent for the Advertiser and the Advertiser is the Applicable Customer. An address used solely for invoice delivery or administration is not a billing address for this purpose. Where an Advertising Intermediary is the Applicable Customer, the underlying Advertiser is not the Applicable Customer.

“Authorized Users” means any individual or entity authorized by Customer or an Advertiser and not prohibited by OpenAI to access or use the Advertising Services through Customer’s Account, including employees, consultants, customers, agents, or representatives of Customer, an Advertiser, or their respective Affiliates.

“Batch” means, for purposes of Section 10.6, a group of up to fifty claimants.

“Beta Services” means services or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.

“Campaign” means a request submitted through Ads Manager, an approved API, or another method designated by OpenAI for OpenAI to deliver one or more Ads based on the budget, schedule, targeting, Destinations, and other information and settings reflected in Ads Manager.

“Claim” means any claim, demand, action, investigation, or proceeding brought by a third party.

“Confidential Information” means any business, technical or financial information, materials, or other subject matter disclosed by Discloser to Recipient that is: (a) identified as confidential at the time of disclosure; or (b) should be reasonably understood by Recipient to be confidential under the circumstances. 

“Destinations” means the landing pages, mobile applications, and other destinations to which Ads direct users, including URLs, redirects, and waypoints.

“Discloser” means the Party that discloses Confidential Information to the other under these Advertising Terms.

“Display Use” means to host, reproduce, modify (including for formatting), display, transmit, and distribute as necessary to provide the Advertising Services, comply with law, enforce OpenAI Policies, and operate transparency tools. 

“Dispute” means a claim by a Party arising out of or relating to these Advertising Terms or the Advertising Services.

“Documentation” means the documentation OpenAI provides to Customer or otherwise makes publicly available.

“Fees” means all fees and charges for Advertising Services incurred through an Account. 

“Governing Laws” means: (a) for Customers in the EEA, Switzerland, or UK, the Laws of Ireland; and (b) for all other Customers, the laws of the State of California, excluding California’s conflicts of law rules or principles.

“Informal Dispute Resolution Form” means the form at: https://openai.com/form/informal-dispute/⁠.

“IP Rights” means all registered or unregistered intellectual property rights throughout the world, including rights in patents, copyrights, trademarks, trade secrets, designs, databases, domain names, and moral rights.

“OpenAI Contracting Party” means: (a) OpenAI OpCo, LLC, for Customers located outside the EEA or Switzerland; or (b) OpenAI Ireland Ltd. for Customers located in the EEA or Switzerland.

“OpenAI Data” means (a) all analytics, reporting, statistics, usage, and similar data in connection with the Advertising Services, and (b) all data relating to end users’ interactions with OpenAI products and services.

“OpenAI Policies” means the Advertising Policies, the usage policies at https://openai.com/policies/usage-policies/⁠, and any other policies OpenAI makes available that apply to the Advertising Services, in each case as updated from time to time.

“Personal Data” has the meaning assigned in the Ad Tools DPA.

“Recipient” means the Party receiving Confidential Information from Discloser.

“Reporting Data” means reporting data provided to you in connection with the Advertising Services. All Reporting Data is also OpenAI Data.

“Reseller” means a Customer authorized by OpenAI to market and resell the Advertising Services to Advertisers as a controlled commercial channel, without any ownership interest in advertising inventory. 

“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 Advertising Services, algorithms, and systems of the Advertising Services (except to the extent these restrictions are contrary to applicable law).

“Tax ID” means any VAT, GST, or tax registration number, or similar identification number issued by a relevant taxing authority.

“Third-Party Services” means products, services, data, or content offered by parties other than OpenAI through the Advertising Services.

“Transaction Taxes” means any sales, use, value-added, digital services, gross receipts or similar transaction taxes as may be required under applicable law. 

“Venue” means: (a) for Customers in the EEA, Switzerland or UK, the courts of Dublin, Ireland; and (b) for all other Customers, federal or state courts located in San Francisco County, California.