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. In these Advertising Terms, OpenAI and Customer are each referred to as a “Party” and collectively as the “Parties.” 

If you use the Advertising Services on behalf of an Advertiser, including as an agent, representative, or other authorized intermediary, you represent and warrant that (a) you have the authority to and will bind such Advertiser to the Advertising Terms, (b) all of your actions in connection with the Advertising Services will be within the scope of your authority from the Advertiser and in accordance with any applicable legal and fiduciary duties, (c) OpenAI may hold you responsible for any violation of these Advertising Terms by the Advertiser, (d) any references to “you” or “Customer” in these terms will also apply to Advertiser, as applicable, and (e) OpenAI may provide Advertiser-specific campaign reporting information directly to Advertiser. OpenAI may rely on your representations regarding the existence and scope of your authority without further investigation.

You will submit each Order in the manner specified by OpenAI, along with any information or materials OpenAI requests to deliver the Advertising Services. Such information and materials may include budget, Campaign Parameters, Destinations, and Ads. All Orders are subject to OpenAI’s acceptance in its sole discretion. Following acceptance of an Order, OpenAI will use commercially reasonable efforts to deliver the Advertising Services in accordance with, and subject to, these Advertising Terms and the applicable Order.

• 2.1. Provision of Advertising Services. Subject to and in accordance with these Advertising Terms, OpenAI will provide the Advertising Services to you for accepted Orders during the applicable Order term. Any access to the Ads Console or similar tools is provided solely as a means to facilitate OpenAI’s provision of the Advertising Services. Except as expressly stated, OpenAI does not grant you any license to software or other technology.
• 2.2. Restrictions. You will not: (a) use the Advertising Services in a way that violates applicable laws or OpenAI Policies; (b) use the Advertising Services in a way that violates third parties’ rights; (c) Reverse Engineer any aspect of the Advertising Services or the systems used to provide the Advertising Services; (d) extract data from the Advertising Services other than as permitted through the Advertising Services; (e) 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; (f) 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; or (g) transmit any viruses, “Trojan horses,” or other harmful code in the Advertising Services.
• 2.3. Ads Console. If you use the Ads Console, you must complete the designated registration process, and provide accurate, complete, and current Account information. You are responsible for maintaining the confidentiality and security of your Account and login credentials, and for all activities, acts, and omissions under your Account or by your Authorized Users, whether or not authorized by you. You will ensure that Authorized Users comply with these Advertising Terms and will not share unique login credentials. You must promptly notify OpenAI if you become aware of any unauthorized access to your Account or the Advertising Services, or if any Account or Authorized User access should be disabled. OpenAI may reject, monitor, suspend, disable, or restrict any Account or access to the Ads Console if OpenAI determines in its sole judgement that you, anyone accessing your Account, or any Authorized User violated these Advertising Terms, has a security deficiency, or may otherwise threaten or damage OpenAI’s reputation.

• 3.1. Fees; Payment Method; Past Due. You will pay OpenAI all applicable Fees. All metric-based Fees will be based on OpenAI’s measurement and/or data. You authorize OpenAI to charge the payment method associated with the Account or invoice you as specified in the Order. You are responsible for the accuracy of any billing information you provide. Overdue undisputed Fees may be subject to a finance charge of 1.5% of the unpaid balance per month. 
• 3.2. Taxes. Fees are exclusive of taxes. The Advertising Services constitute advertising and media services performed by OpenAI. OpenAI will charge, collect, and remit  Transaction Taxes to the extent required by applicable law. All Fees are payable without deduction or withholding for any Taxes. If Customer is legally entitled to an exemption from any Transaction Taxes, Customer is responsible for providing us with legally sufficient tax exemption certificates applicable to the relevant Transaction Tax and taxing jurisdiction, as well as other documentation that we may reasonably request. We will apply such exemption documentation on a prospective basis to charges under the Customer's account occurring after receipt of complete and valid documentation. If Customer is required by applicable law to deduct or withhold any Taxes from a payment to OpenAI, Customer shall increase the amount payable such that OpenAI receives an amount equal to the Fees that would have been received absent such deduction or withholding. No taxes or fees will be charged solely as a result of Customer’s access to any interface, console, reporting tools, or similar functionality that is incidental to OpenAI’s performance of the Advertising Services. For clarity, Customer does not purchase, license, or subscribe to software, and any access to tools, interfaces, or reporting functionality is incidental to OpenAI’s performance of the Advertising Services.
• 3.3. Tax IDs. Where Customer provides a Tax ID for a jurisdiction in which reverse charge, business-to-business treatment, zero-rating, or other VAT/GST relief depends on Customer’s tax registration status, Customer represents and warrants that, by providing such Tax ID, Customer is validly registered for applicable VAT, GST, or similar tax purposes in the relevant jurisdiction, and that the provided Tax ID is accurate and up to date. 
• 3.4. 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. 
• 3.5. Corrections. OpenAI may correct pricing errors even after issuing an invoice or receiving payment.

• 4.1. Ad Delivery Controls. OpenAI may modify, pause, or terminate Ad delivery at any time, including if you violate the Advertising Terms or the OpenAI Policies, or if OpenAI determines 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. Formatting; Disclosures. OpenAI retains sole discretion over the format, placement, position, size, and presentation of Ads, and may modify the presentation of Ads to optimize user experience or to comply with the OpenAI Policies. Without limiting your obligations to apply disclosures or disclaimers to your Ads, OpenAI may apply disclosures or disclaimers to Ads as may be required under applicable law, under the OpenAI Policies or in OpenAI’s sole discretion. 
• 4.3. Tests, Experiments and Updates. OpenAI may conduct tests or experiments, or make product changes or updates, that may affect delivery, formatting, ranking, relevance, pricing, reporting, or targeting, without notice or liability to you.
• 4.4. Ad Transparency. OpenAI may include Ads and related information in tools or features designed to improve transparency, support compliance, or help users to understand or customize their interaction with advertisements.  User preferences or regulatory requirements may affect the delivery, visibility, or interaction with Ads. 
• 4.5. Ad Review and Removal. OpenAI may review, reject, remove, or require modification of any Ad at any time, for any or no reason, including non-compliance with law, these Advertising Terms, the OpenAI Policies, or applicable technical specifications. 
• 4.6. Editorial Adjacencies. OpenAI will make commercially reasonable efforts to ensure that Ads are not placed adjacent to content that violates the Advertising Policies or falls within another category stated in the Order. If you believe an Ad was placed in violation of this Section 4.6, 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 4.6.

• 5.1. OpenAI Policies. Your use of the Advertising Services must comply with the OpenAI Policies.
• 5.2. Ad Tools Terms. Certain tools and features may be subject to the Ad Tools Terms. If you access or use any such tool or feature after the applicable Ad Tools Terms are made reasonably available, including if published after the date you enter into these Advertising Terms, those terms will apply to your access and use of such tool or feature and will be deemed part of these Advertising Terms. 
• 5.3. Third Party Services. You may elect to use Third-Party Services made available through the Advertising Services. Your use of Third-Party Services is governed by these Advertising Terms and the applicable Third-Party Service Terms.
• 5.4. Personal Data. You will not provide Personal Data to OpenAI unless expressly permitted by these Advertising Terms, the Ad Tools Terms, the OpenAI Policies, and applicable law.

• 6.1. Reservation of Rights. As between the Parties, to the extent permitted by applicable law, you own all rights in the Ads, and OpenAI owns all rights in the Advertising Services. 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. 
• 6.2.  Provision and Use of Ads. You will provide the Ads and Campaign Parameters, and make Destinations available, to OpenAI for the Access Purpose and Display Use. To the extent OpenAI or its Affiliates needs such license under applicable law, you hereby grant to OpenAI and its Affiliates a non-exclusive, worldwide, royalty-free license to the Ads for the Display Use.  
• 6.3. Your Responsibilities. You are solely responsible for all Ads, Campaign Parameters, Destinations, and Advertiser Products. Any recommendations, instructions, configurations, or other suggestions made available through the Advertising Services, including AI-generated outputs, that you approve, accept, submit, apply, or otherwise use will be deemed Ads or Campaign Parameters, as applicable, and you are solely responsible for reviewing and deciding whether to use them. You represent and warrant that (a) the foregoing comply with applicable law, rules, and regulations, including required disclosures, truthfulness and substantiation of claims, and lawful administration of promotions, contests, or endorsements; and (b)  you have all necessary rights, licenses, consents, and permissions, including for any data, music, footage, images, endorsements, trademarks, or other third-party materials, for OpenAI to use the foregoing as contemplated by these Advertising Terms and the applicable Order. You will ensure all Destinations associated with your Ad campaigns will be accessible to OpenAI and its web user agents. If a Destination is inaccessible or restricted, OpenAI may suspend delivery of the affected Ad campaign until access is restored, and you will remain responsible for payment of all Fees due under the applicable Order. 
• 6.4. Feedback. If you provide feedback, you grant OpenAI the right to use and exploit feedback without restriction or compensation.

• 7.1. Reporting. As part of the Advertising Services, OpenAI may collect, access, and use OpenAI Data to provide, operate, secure, measure, research, develop, and improve OpenAI’s products and services, and may provide Reporting Data to you. 
• 7.2. Restrictions. You may only use Reporting Data to measure the frequency, reach, and/or effectiveness of your Ad campaign. Without limiting the foregoing, unless otherwise authorized by OpenAI in advance in writing, you agree that you will not (a) rent, sublicense, transfer, disclose, modify, use or grant any rights in, or share or provide access to, the Reporting Data or any derivatives thereof, except to a service provider that is providing services to you for the purposes set forth in these Advertising Terms; (b) collect, store, use, share, combine or commingle Reporting Data in a way that allows any natural person to be identified; (c) sell, monetize or otherwise commercially exploit, or permit the sale, monetization of or commercial exploitation of, the Reporting Data, or provide the Reporting Data, directly or indirectly, to any third party for commercial gain or other valuable consideration; or (d) use the Reporting Data or any other data collected by you in connection with the Advertising Services to 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.

• 8.1. 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.
• 8.2. Exceptions. The obligations in Section 8.1 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. 
• 8.3. Permitted Disclosure. Recipient may disclose Confidential Information only 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 8 by its employees, contractors, and agents. 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. 
• 8.4. 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.
• 8.5. Publicity. Except with the express written permission of OpenAI in each instance, Customer will not: (a) include OpenAI’s name or logo on its websites, media, or marketing materials; or (b) make any public statement about its relationship with OpenAI or these Advertising Terms.

• 9.1. 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) use of the Advertising Services in violation of these Advertising Terms, or (b) Ads, Campaign Parameters, Destinations, Advertiser Products, or any content, data, instructions, information, or other materials provided or made available to OpenAI, or identified for OpenAI to access, retrieve, or use, in connection with the Advertising Services, including OpenAI’s use of any of the foregoing as permitted under these Advertising Terms.
• 9.2. Procedure. OpenAI will provide prompt written notice when seeking indemnification, reasonable cooperation, and allow you sole control of the defense/settlement (with customary consent limits), provided that OpenAI may participate in its own defense at its sole expense.

• 10.1. Limitation on Indirect Liability. To the fullest extent permitted by law, except for (a) gross negligence/willful misconduct, (b) your breach of Section 7.2 (Restrictions), (c) indemnification obligations, or (d) either party’s breach of Section 8 (Confidentiality), neither party is liable for indirect, incidental, special, consequential, or punitive damages (including lost profits), even if foreseeable.
• 10.2. 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.
• 10.3. 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.
• 10.4. Disclaimer. EXCEPT AS OTHERWISE EXPLICITLY PROVIDED IN THESE ADVERTISING TERMS, THE ADVERTISING SERVICES ARE PROVIDED “AS IS.” TO THE EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THESE ADVERTISING TERMS, OPENAI AND ITS AFFILIATES AND LICENSORS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT. OPENAI MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT ADVERTISING SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, THAT 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).
• 10.5. 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.

• 11.1. Cancellation; Changes to Campaigns. Unless otherwise stated in the Order, the OpenAI Policies, or the Ads Console, you may cancel or modify an Order as permitted at any time. Ads may continue to run for up to one business day after such cancellation or change, and you remain responsible to pay for all Ads that run.
• 11.2. Suspension and Termination. OpenAI may limit, suspend, disable, or terminate all or part of the Advertising Services, any Account, Ad delivery, these Advertising Terms, or any Order if: (a) Fees are past due; (b) OpenAI determines that you, an Advertiser, an Ad, Campaign Parameters, a Destination, 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; (c) 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 (d) OpenAI discontinues the applicable Advertising Services, feature, inventory, or supported market. OpenAI may take any of the foregoing actions immediately upon notice or without prior notice where reasonably necessary. OpenAI may also terminate these Advertising Terms or any Order for any reason upon thirty days’ notice.
• 11.3. Effect of Termination. Upon expiration or termination of these Advertising Terms or an Order, OpenAI may stop delivering Ads and disable related Account access, and you remain responsible for all Fees incurred before the effective date of expiration or termination. Any provisions that by their nature should survive will survive, including Sections 3 (Payment), 6 (IP Rights), 7.2 (Restrictions), 8 (Confidentiality), 9 (Indemnification), 10 (Limitation of Liability; Disclaimer), 12 (Dispute Resolution), and 13 (Miscellaneous).

• 12.1. Mandatory Arbitration. Customer and OpenAI agree to resolve any Disputes, regardless of when they arose, even if it was before these Advertising Terms existed, through final and binding arbitration.
• 12.2. 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.
• 12.3. Generally. Customer and OpenAI agree to resolve any Disputes 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.
• 12.4. Procedure. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in San Francisco, California or at another mutually agreed location. The arbitration will be conducted by a sole arbitrator by NAM under its then-prevailing rules. All issues are for the arbitrator to decide, except a California court 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.
• 12.5. 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.
• 12.6. 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.
• 12.7. 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, then Customer and OpenAI agree that NAM will administer them in Batches, unless there are less than fifty claimants in total or after batching, which 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.
• 12.8. Severability. If any part of this Section 12 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 12 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.

• 13.1. Entire Agreement. These Advertising Terms, together with all applicable policies and related agreements, including the OpenAI Policies, the Ad Tools Terms, and relevant Orders which are hereby incorporated by this reference, are the entire agreement between Customer and OpenAI with respect to its subject matter and supersede all prior or contemporaneous agreements, communications and understandings, whether written or oral. Customer agrees that any terms and conditions contained in any purchase order Customer sends to OpenAI will not apply to these Advertising Terms and are null and void.
• 13.2. Conflicting Terms. If there is a conflict among the documents that make up these Advertising Terms, the documents control in the following order: (a) the applicable Order, (b) the Ad Tools Terms, (c) these Advertising Terms, (d) the OpenAI Policies, and (e) any Documentation/technical specifications.
• 13.3. Governing Law. These Advertising Terms will be governed by the Governing Laws. Without prejudice to Section 12 (Dispute Resolution), all claims arising out of or relating to these Advertising Terms will be brought exclusively in the Venue.
• 13.4. Severability. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of these Advertising Terms will remain in full effect.
• 13.5. 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.
• 13.6. Waiver. A waiver of any default is not a waiver of any subsequent default.
• 13.7. Assignment. These Advertising Terms cannot be assigned other than as permitted under this Section 13.7 (Assignment). 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 the respective party’s assets or business, provided the assigning party provides at least thirty days prior written notice of the assignment. These Advertising Terms will be binding upon the parties and their respective successors and permitted assigns.
• 13.8. Agency. OpenAI and Customer are not legal partners or agents but are independent contractors.
• 13.9. Force Majeure. Except for payment obligations, neither Customer nor OpenAI will have any liability for failures or delays resulting from conditions beyond Customer’s or OpenAI’s reasonable control, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, or power failures.
• 13.10. Trade Controls. Customer is solely responsible for ensuring that its use of the Advertising Services complies with applicable trade laws, including sanctions and export control laws. Customer’s Ads and any other materials provided in connection with the Advertising Services may not include material or information that requires a government license for release or export. Customer may not use the Advertising Services in or for the benefit of, or export or re-export the Advertising Services to, any U.S. embargoed countries or to anyone on a Restricted Party List. Customer represents and warrants that Customer and its authorized users (if any) are not located in any U.S. embargoed countries, are not identified on any Restricted Party List, and that Customer will comply with applicable export control laws, including any “know your customer” requirements or obligations applicable to Customer’s authorized users (if any).
• 13.11. Geographical Limitations on Use. Customer and its authorized users (if any) may not access or offer access to the Advertising Services outside of the Supported Countries and Territories. A violation of this Section 13.11 may result in suspension or termination of the Advertising Services under Section 11.
• 13.12. Updates. OpenAI may update these Advertising Terms, the OpenAI Policies, the Ad Tools Terms, or any other incorporated terms by providing reasonable notice, including by posting the update on OpenAI’s website or through the Advertising Services. Updates will be effective on the date stated in the notice or, if no date is stated, when posted. If an update materially impacts 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. Your continued access to or use of the Advertising Services after an update is effective constitutes acceptance of the update. Updates will not apply retroactively to Disputes or to Orders signed by both Parties before the effective date, except to the extent the update is required by law or applies to a new Advertising Service, tool, or feature first used after the update. 
• 13.13. Government Entity Rights. This Section 13.13 applies to Government Entities. For U.S. federal Government Entities, the Advertising Services are “commercial computer software” as defined at 48 C.F.R. § 2.101 and 48 C.F.R. § 252.227-7014(a)(1) and as the term is used in 48 C.F.R. §§ 12.212 and 227.7202, and related services are “commercial services” as defined in 48 C.F.R. § 2.101. The Advertising Services and Documentation are: (a) provided to Government Entity Customers and authorized users (if any), for use by the Government Entity or on its behalf; (b) subject to these Advertising Terms and with only those rights as are granted to all other Customers and authorized users (if any).

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

“Account” means an administrative account in the Ads Console 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 Tools Terms” means the terms specific to certain tools and features of the Advertising Services at: https://openai.com/policies/ad-tools-terms⁠. 

“Ads Console” means the online tool provided by OpenAI to Customer or Advertiser for use in administering the Advertising Services.

“Advertiser” means the advertiser entity that uses or purchases media space, time, or other Advertising Services under these Advertising Terms, either directly or through an authorized agent. As applicable, Advertiser is also deemed the “Customer” or “you” under these Advertising Terms.

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

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

“Advertising Services” means (a) OpenAI’s advertising program on any OpenAI platform, (b) the Ads Console, and (c) any services, tools, and features related to the foregoing, including those used to create, submit, manage, target, display, and measure advertisements or any other type of 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.

“Authorized Users” means any party or individual authorized by Customer or Advertiser (and permitted by OpenAI) to use the Ads Console or Advertising Services through Customer’s Account, which may include Customer’s and its Affiliate’s employees, consultants, customers, agents, or representatives.

“Batch” means, for purposes of Section 12.7, 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 Parameters” means trafficking, targeting, configuration, optimization, or other campaign setup  decisions, including keywords and audience parameters. 

“Claim” means legal proceedings filed 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 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 specified in the applicable Order or in the Ads Console. 

“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.

“Government Entity” means any nation or government, any state, municipality, or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau, or court, whether domestic, foreign, or multinational, exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government, and any employee or official thereof.

“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; (b) OpenAI Ireland Ltd. for Customers located in the EEA or Switzerland; or (c) OpenAI Public Sector, LLC if designated on the Order.

“OpenAI Data” means all data, analytics, and reporting related to the Advertising Services.

“OpenAI Policies” means the Advertising Policies, the Usage Policies, and any other policies OpenAI makes available that apply to the Advertising Services, in each case as updated from time to time.

“Order” means an order for Advertising Services (a) in a written document signed by Customer and OpenAI or (b) submitted by Customer via the Ads Console and accepted by OpenAI. 

“Personal Data” has the meaning assigned to the term “personal data” or “personal information” (or another analogous term) under applicable data privacy and data protection laws.

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

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

“Restricted Party List” means any list of restricted parties maintained by the United States or other applicable government authority, including the U.S. Treasury Department’s Specially Designated Nationals List, the U.S. Department of Commerce Bureau of Industry and Security Denied Persons List and Entity List, and any other applicable restricted party lists.

“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).

“Supported Countries and Territories” means the countries and territories for which OpenAI supports access to the Advertising Services, as made available by OpenAI (including on OpenAI’s website or within the Advertising Services).

“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.

“Third-Party Service Terms” means any additional terms applicable to the Third-Party Service.

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

“Usage Policies” means the usage policies at: https://openai.com/policies/⁠.

“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.