Meta Audience Network Terms

These Meta Audience Network Terms ( "Audience Network Terms") are made and entered into by and between Meta Platforms, Inc. and Meta Platforms Ireland Limited (together, "Meta") and the person or entity accepting these Audience Network Terms ( "Publisher"). These Audience Network Terms are deemed accepted and agreed to by Publisher on the date that Publisher indicates its assent to these Audience Network Terms by clicking "agree" or "accept" (the "Effective Date"). If you are accepting on behalf of a legal entity, you represent and warrant that you are an authorized representative of such entity with the authority to bind it to these Audience Network Terms.

1. General Terms.Meta will work with Publisher to facilitate the placement of third-party and/or Meta advertisements or other commercial or sponsored content ( "Ads") on certain of Publisher’s properties, which may include Publisher’s mobile applications, as set forth in the Audience Network Policy (as defined below) and approved by Meta in its sole discretion ( "Publisher Properties"). If applicable, Meta will work with Publisher to facilitate the placement of Ads on Publisher’s articles displayed on Meta’s technologies through use of Meta Instant Articles or Publisher’s games displayed through Meta’s products or services through use of Instant Games, in which case such articles and/or games shall also be deemed " Publisher Properties" hereunder. Publisher agrees that these Audience Network Terms will apply to any use by Publisher of the Audience Network Service (as defined below). As between Meta and Publisher, Meta retains exclusive ownership of the Audience Network Service (which, for clarity, excludes Publisher Properties).


2. Audience Network Participation.Publisher agrees that Meta may serve Ads on the Publisher Properties (the "Audience Network Service"). Publisher will participate in the Audience Network Service during the Term in accordance with these Audience Network Terms. Publisher (a) understands and agrees that Meta may change, withdraw, or discontinue the Audience Network Service in its sole discretion and Meta will use good faith efforts to provide Publisher with notice of the same; and (b) agrees that to the extent Publisher elects to report to Meta problems, issues, ideas, feedback and suggestions for enhancements to and improvements to performance of the Audience Network Service ( "Program Feedback"), such Program Feedback is entirely voluntary on part of Publisher and may be used without obligation of any kind to Publisher.


3. Implementation.
   1. Publisher will comply with the Audience Network Service specifications provided by Meta from time to time to enable proper delivery, display, tracking and reporting of Ads, including without limitation, by not modifying, misusing or deriving data from the technology (e.g., the Audience Network SDK, Meta tags, or Meta APIs', as applicable) made available to Publisher by Meta (the "Audience Network Tools"). Meta may modify, suspend, or terminate Publisher’s access to, or discontinue the availability of, the Audience Network Tools at any time. Publisher may use the Audience Network Tools solely in accordance with Meta’s Platform Terms (" Platform Terms") that are applicable to use of Meta’s platform.
   2. With respect to the Publisher Properties, Publisher will integrate the applicable Audience Network Tools provided by Meta in connection with the Audience Network Service as soon as reasonably practicable. During the Term, if Meta provides an updated version of the Audience Network Tools, Publisher will update the Publisher Properties to include the updated version of such Audience Network Tools as soon as reasonably practicable.
   3. Publisher will comply with Meta’s Audience Network Policy (" Audience Network Policy"). Publisher will be solely responsible for all aspects of the Publisher Properties, including all content therein.
   4. Any placement of Ads on the Publisher Properties will be subject to the Audience Network Policy.
   5. Publisher acknowledges and agrees that Publisher may only integrate with a Meta-approved integration for monetizing with Audience Network (e.g., Publisher may only use a Meta-approved bidding technology service provider or implement Publisher’s own bidding technology as approved by Meta in writing (email to suffice)).


4. Payment.
   1. Each month during the Term, for all Publisher Properties on which Ads were displayed during the previous month, (a) for Tag Integrations, Meta will pay Publisher a percentage of Net Revenue (defined below) arising from such Publisher Properties for the previous month as solely determined by Meta, and (b) for Bidding Integrations, Meta will pay Publisher the bid amount specified in a bid response for the delivery of an Ad to Publisher Properties for all Ads delivered to Publisher that were viewable (as determined by Meta) during the previous month. All payments will be made in accordance with this Section 4.1 unless otherwise agreed to by Meta in writing. " Net Revenue" means (a) the amounts actually collected by Meta from advertisers for Ads displayed on Publisher Properties using Tag Integrations, minus (b) deductions for fraud, bad debt, chargebacks, refunds, credit card processing fees, and any other third party fees. Publisher agrees to accurately complete and timely provide to Meta any forms or documentation that Meta determines is required to set up payment to Publisher, and Publisher may update such payment information upon notice to Meta provided that such information is complete and accurate and Publisher has the requisite authority to provide such information. Subject to the foregoing, approximately 21 days following the end of the calendar month in which the transaction occurred, Meta will pay Publisher the amounts associated with such calendar month. In the event a payment from Meta to Publisher for any given pay period would be less than One Hundred United States Dollars ($100.00), Meta reserves the right to roll such payment over month to month until such threshold is met (unless Publisher’s account is being deactivated or terminated), at which time Meta will make the applicable payment to Publisher. Meta reserves the right to deduct from any payments due or payable to Publisher any amounts that are past due and remain uncollected by Meta from Publisher in connection with any other Meta product or service.
   2. Publisher will not, and will not authorize or encourage any third party to, directly or indirectly, generate impressions, clickthroughs, conversions or other actions with respect to an Ad through any automated, deceptive, fraudulent or otherwise invalid means, including through repeated manual clicks, the use of "robots" or other automated tools, or by payment of money, false representation, or any illegal or otherwise invalid for end users to take actions with respect to an Ad. Notwithstanding anything to the contrary in these Audience Network Terms, Meta will not be liable for any payment (a) based on such fraudulent activity or invalid activity, as determined by Meta in its discretion, or (b) in the event of any breach by Publisher of these Audience Network Terms (including the Audience Network Policy) during any applicable pay period. Meta reserves the right to withhold payment or charge back Publisher’s account due to any of the foregoing pending Meta’s investigation, or in the event that an advertiser whose Ads are displayed in connection with Publisher Properties defaults on payment for such Ads. Meta’s records and figures will be used to determine all payments.
   3. Publisher will provide Meta with applicable tax forms, documents, or certifications as may be required by applicable law for Meta to satisfy any information reporting and/or withholding tax obligations with respect to any payments hereunder. Where applicable, Publisher agrees that Publisher will be solely responsible for compliance with local tax regulations. Where applicable within the European Union, Publisher (A) agrees that Meta will prepare and issue VAT invoices under self-billing arrangement, (B) acknowledges and accepts the validity of such self-billed invoices, and (C) agrees that Publisher will be responsible for timely remittance to applicable tax authorities of any tax amounts on such self-billed invoices that were paid to Publisher by Meta.


5. Privacy and Data.
   1. With respect to Publisher Properties, Publisher will (a) comply with all applicable privacy and data laws and regulations and industry and government guidelines (including but not limited to, the Children’s Online Privacy Protection Act (COPPA) and the Digital Advertising Alliance’s Self-Regulatory Principles); and (b) provide (i) robust and sufficiently prominent notice to and obtain the necessary consent in accordance with applicable laws from users regarding the collection, sharing and use of data by Meta and its affiliates that, at a minimum, includes a clear and prominent notice that third parties, including Meta, may use cookies, web beacons, and other storage technologies to collect or receive information from Publisher Properties and use that information to provide measurement services and target ads, (ii) information on how users can opt-out of the collection and use of information for ad targeting, and (iii) information on where a user can access a mechanism for exercising such choice (e.g., providing links to: http://www.aboutads.info/choices and http://www.youronlinechoices.eu ). In jurisdictions that require informed consent for the storing and accessing of cookies or other information on an end user’s device (such as but not limited to the European Union), Publisher must ensure, in a verifiable manner, that an end user provides any necessary consent before Publisher uses the Audience Network Tools to enable Meta to store and access cookies or other information on the end user’s device. (For suggestions on implementing consent mechanisms, visit Meta’s Cookie Consent Guide for Sites and Apps ).
   2. Publisher will not collect or store any data collected, derived or obtained from any Ad or use of the Audience Network Service ( "Meta Advertising Data"), except solely as necessary to implement the Audience Network Service in accordance with these Audience Network Terms or as otherwise specified in this Section 5(2).
      i. Bid Response Data. Any data provided by Meta to Publisher in connection with a bid request or ad request, such as the decision to respond or not to respond to an ad request and any bid amounts (" Bid Response Data") will be deemed Meta Advertising Data. For the avoidance of doubt, Publisher may only use Bid Response Data to determine whether the bid response is the winning bid for the applicable Ad inventory. If a bid response is not the winning bid, Publisher must not use the Bid Response Data for any purpose and will delete such data within thirty (30) minutes of receipt thereof. If a bid response is the winning bid, Publisher may only use the Bid Response Data for internal billing and auditing of the winning bid price for the Ad inventory, and Publisher will delete the Bid Response Data within ninety (90) days of receipt thereof.
      ii. Aggregate Impression Reports. In connection with the Audience Network Service, Publisher may provide Meta with certain data segments (on an aggregate-level basis as specified by Meta) to enable Meta to provide Publisher with reporting on aggregate revenue for such segment (" Aggregate Impression Reports"). Publisher acknowledges and agrees that such Aggregate Impression Reports will be deemed Meta Advertising Data and all restrictions under Section 5 of these Audience Network Terms will apply to the Aggregate Impression Reports, provided that Publisher may use Aggregate Impression Reports to improve and evaluate Publisher’s monetization strategy and measure return on ad spend on an aggregate-level basis and for no other purpose.
   3. Without limiting the generality of any of the foregoing restrictions, Publisher agrees that it will not (a) collect, store, or use any information about any user derived from the Ad served by Meta to such user on the Publisher Properties, including information derived from the content of the Ad creative, a user’s engagement with the Ad, or the content accessed by a user after navigating to the Ad landing page; (b) use (i) data from the Audience Network Service to categorize a user of Publisher Properties as a Meta user, (ii) identifiers provided by Meta to retarget users or deliver advertising based on user behaviors apart from the Audience Network Service, or (iii) any Meta Advertising Data to build or enhance profiles, including any profiles associated with any personally identifiable information, mobile device identifier, or other unique identifier that identifies any particular individual, user, browser, computer or device; or (c) directly or indirectly, transfer or sell any Meta Advertising Data to any third party. In addition, with respect to Publisher Properties, Publisher will (y) deploy administrative, physical and technical safeguards that prevent unauthorized access to any Meta Advertising Data in its possession or control; and (z) provide Meta with reasonably prompt written notice as soon as it becomes aware that it has or is likely to breach any of the terms set forth in this Section.
   4. Meta will comply with its own publicly-posted Privacy Policy (" Privacy Policy") in connection with Meta’s performance and use of data under these Audience Network Terms. In connection with receiving inventory from Publisher Properties through the Audience Network Service, Meta will receive data from Publisher Properties, which may include mobile device identifiers for advertising purposes (" Specified Data"), and such Specified Data will be used in accordance with Meta’s Privacy Policy. In connection with Meta’s use of data for ad targeting and optimizing Meta’s systems, Meta: (a) will use Specified Data for optimization only after aggregating such Specified Data with other data collected from other publishers, advertisers or otherwise collected on Meta Products; and (b) will not allow other advertisers or third parties to target advertising solely on the basis of Specified Data.
   5. To the extent that Meta processes personal data through Publisher Properties to provide the Audience Network Service subject to the General Data Protection Regulation (Regulation (EU) 2016/679) (" GDPR"), Meta acknowledges that Meta Platforms Ireland Limited is a data controller of that personal data.
   6. To the extent Meta processes personal data through Publisher Properties to provide the Audience Network Service subject to the UK GDPR (as defined in the UK’s Data Protection Act 2018), Meta acknowledges that Meta Platforms, Inc. is a data controller of that personal data. The UK Data Transfer Addendum (Audience Network Service) applies to any transfer of personal data subject to the UK GDPR from Publisher to Meta Platforms, Inc. under this Section 5(6).
   7. The parties acknowledge and agree that the State-Specific Terms (“State-Specific Terms”) apply to the provision and use of the Audience Network Service, and are incorporated herein by reference. When Limited Data Use is enabled, Meta will (a) process personal data to provide measurement and analytics services, and (b) with reasonable advance written notice, and upon Publisher’s reasonable written request, take reasonable and appropriate steps to make available (no more than once in any 12 month period) information regarding Meta’s compliance with its obligations under the State-Specific Terms.
   8. For clarity, the terms and conditions of Meta’s Platform Terms regarding the collection, sharing and use of data by Meta or its affiliates apply to the Audience Network Service.


6. Confidentiality. "Confidential Information"of a party means any and all nonpublic product plans or business plans disclosed by such party to the other party in connection with the Audience Network Service, and that is marked or designated as confidential at the time of disclosure. During and after the Term, each party (a) will use the same degree of care to protect the Confidential Information of the other party as it uses to protect its own most highly confidential information, but in no circumstances less than reasonable care; and (b) will not disclose the Confidential Information of the other party to any person or entity other than its officers, employees, and consultants who need access to such Confidential Information to effect the intent of these Audience Network Terms and who are bound by written confidentiality obligations consistent with this Section. The foregoing confidentiality obligations impose no obligations with respect to information which: (w) was in a party’s possession before receipt from the other party; (x) is or becomes a matter of public knowledge through no fault of a party; (y) was rightfully disclosed to a party by a third party without restriction on disclosure; or (z) is developed by a party without use of the Confidential Information of the other party as can be shown by documentary evidence. A party may make disclosures to the extent required by law or court order, provided such party makes commercially reasonable efforts to provide the other party with notice of such disclosure as promptly as possible and provides reasonable cooperation to the other party in connection with any attempt to contest or limit such disclosure. Without limiting the foregoing, Publisher will not issue any press release or otherwise make any public statements or disclosures (including to the internet press, e.g., any blogs) regarding these Audience Network Terms and the transactions contemplated hereby or consummated hereunder or about the relationship of the parties without the prior written approval of Meta.


7. Term and Termination.The term of these Audience Network Terms will begin on the Effective Date and continue until terminated in accordance with this Section 7 ( "Term"). These Audience Network Terms may be terminated by either party with or without cause immediately upon written notice to the other party; provided, however, that if Publisher provides written notice of termination, such termination will be deemed effective only after Publisher ceases to use the Audience Network Service. Sections 2.b and 5–8 of these Audience Network Terms will survive any termination or expiration of the Audience Network Terms.


8. Miscellaneous.These Audience Network Terms govern Publisher’s use of the Audience Network Service. The Audience Network Service (including the Audience Network Tools) is a Meta Product under Meta’s Terms of Service (" Terms of Service") and the Commercial Terms (" Commercial Terms"), which is incorporated herein by reference. In the event of any conflict or inconsistency between the provisions of these Audience Network Terms and the provisions of the Terms of Service or the Commercial Terms, the provisions of these Audience Network Terms will control, but only with respect to the subject of these Audience Network Terms. The provisions of the Terms of Service and the Commercial Terms will survive any termination or expiration of these Audience Network Terms to the extent Publisher continues to use any other features or services of Meta thereafter. Meta may update or modify these Audience Network Terms at any time (via email or by posting notice on the Meta site). Publisher’s continued use of the Audience Network Service after such update will be deemed Publisher’s acceptance of the updated Audience Network Terms. Publisher agrees to the English version of these Audience Network Terms. Any version in another language is for convenience only. If there is any discrepancy, the English version takes precedence.

Effective Date: April 25, 2023