Fandom Self-Service Platform – Terms and Conditions

These terms and conditions (the “Terms”) govern all access and use of the Self-Service Platform offered by Fandom, Inc. (the “Platform” and “Fandom”, respectively) and apply to all digital advertising services (“Digital Advertising”) made available through the Platform. As a condition to using the Platform, each advertiser (“Advertiser”) agrees to be bound by these Terms, which form a legally binding contract with Fandom. If an agency (“Agency“) procures Digital Advertising or uses the Platform on behalf of Advertiser, Agency hereby agrees to be bound by these Terms on behalf of Advertiser and as if it were the Advertiser.

The individual agreeing to these Terms on behalf of Advertiser or Agency represents and warrants they have the full authority to bind such entity to these Terms. For purposes of these Terms, Advertiser and Agency, and any individual acting on their behalf, may be collectively referred to as “Advertiser” hereinafter.

AD MANAGER ACCOUNT

  • Fandom has no obligation to grant any Advertiser access to the Platform and may deny, suspend, or revoke access at any time in its sole discretion. In order to access the Platform, and in accordance with applicable instructions on the Platform, Advertiser must provide the information necessary to create and maintain an account (“Ad Manager Account“).
  • Advertiser is solely responsible and liable for all access to and all actions and activities conducted under its Ad Manager Account, including without limitation setting up, managing and revoking the access levels for its Ad Manager Account. Advertiser shall immediately inform DanAds or Fandom about any unauthorized use of its Ad Manager Account.  . Any individual who may be granted access to Advertiser’s Ad Manager Account must comply with these Terms. Fandom reserves the right to (i) confirm Advertiser is authorized to act hereunder, (ii) verify that Advertiser is in good standing, or (iii) otherwise validate an Advertiser, including via credit reports or industry classification.

 

AD MATERIALS

  • Artwork, images, graphics, text, video, audio, data, trademarks, logos, URLs, or other components of the advertisement (collectively, “Ad Materials”) must comply with all applicable laws, rules, and regulations and must not infringe the rights of any third party, and must comply with: (i) the DanAds Terms & Conditions, (ii) the DanAds Privacy Policy, (iii) these Terms and Conditions, and (iv) the Fandom Privacy Policy (collectively “Policies”). These policies may be updated from time to time at Fandom’s or DanAds’, as applicable, sole discretion.
  • Ad Materials must be received at least five (5) business days prior to the scheduled start date or within the timeframe in the Policies for the applicable ad type, if such timeframe is greater. If Ad Materials are not received within such timeframe, or if provided incorrectly or inconsistent with the Policies, then guaranteed impressions and Platform’s obligations may be reduced pro-rata for the period of time that reserved space was not filled without affecting Advertiser’s financial responsibility for all impressions ordered and inventory reserved.
  • All Ad Materials are subject to Fandom’s review and approval before a campaign can begin. Approval includes compliance with all Policies.

 

PAYMENT AND FEES

  • Advertiser must provide a credit card or form of payment currently accepted by Fandom and DanAds (“Payment Method“) in order to submit a campaign via the Platform.
  • In case an ad campaign is canceled or otherwise not fulfilled by Fandom, a refund will be paid to the Advertiser. The refund will be calculated on the number of impressions left for the ad campaign booked period.
  • Fandom’s ad server is the source of truth for billing purposes, and any disputes about payments made in connection with these Terms must be submitted in writing within 60 days of the date you incurred such charge, otherwise you waive such dispute and such charge will be final and not subject to challenge unless otherwise required by applicable law. Advertiser shall pay all reasonable costs and expenses (including reasonable attorneys’ fees) incurred in collecting any late payments.

 

SECURITY AND DATA PRIVACY

  • Advertiser warrants, represents, and undertakes that:
  • Advertiser will conspicuously display a privacy policy or other notice, from its primary end-user interface, that:
  • (i) discloses Advertiser’s privacy practices;
  • (ii) identifies the collection and use of information gathered in connection with its advertising practices (“Practices”);
  • (iii) discloses that data may be collected and or shared for cross-device linking; and
  • (iv) offers individuals an opportunity to opt-out of (or opt-in if applicable law requires) the collection or use of data gathered in connection with the Practices by including a conspicuous link to an industry opt-out mechanism. Advertiser shall comply with all terms governing implementation of any Practices. Advertiser acknowledges that Fandom and its service providers will not be liable for any inaccuracies or inconsistencies between Advertiser’s use of the Practices and Advertiser’s privacy disclosures and policies or data restrictions imposed by third-party data providers whose services are contracted by Advertiser.

 

Compliance with Privacy Laws.

  • Advertiser understands, represents and warrants that Advertiser shall comply with privacy and data protection laws regarding the collection, processing and use of Personal Data, including without limitation (a) all United States federal and state laws regarding data collection and data privacy, including the California Consumer Privacy Act (“CCPA”), and Children Online Privacy Protection Act (“COPPA”), and (b) if applicable, the Rules of any other jurisdiction, including European Union General Data Protection Regulation (EU) 2016/679 (“GDPR”) and all amendments and updates to them or as replaced or superseded from time to time.
  • Advertiser agrees to not collect or attempt to collect, or otherwise solicit through the Platform and/or its use thereof, any information that, either alone or in combination with other data, could be used to identify or contact a particular person (“Personal Information”) that may be of a “sensitive” nature.
  • Advertiser shall cooperate with Fandom as may be reasonably necessary for Fandom to comply with applicable Data Protection Laws, including responding (i) to deletion or other data subject requests (“Data Requests“) pursuant to CCPA or other Data Protection Laws or (ii) notice, inquiry, or complaint by any regulator or other governmental authority (“Regulatory Inquiry“).
  • Advertiser shall immediately notify Fandom in writing if Advertiser receives a Data Request or Regulatory Inquiry involving any data that is collected, accessed, viewed, received, or derived by Advertiser or otherwise provided or made available to Advertiser in connection with any ad campaign on the Platform, including any campaign reporting, performance metrics, and any data or information available within the Platform (“Advertising Data) and shall not respond without Fandom’s prior written consent. Except to the extent otherwise permitted by applicable law, Advertiser shall delete any Advertising Data in Advertiser’s possession or control that relates to a Data Request within fifteen (15) business days after receipt of Fandom’s written instructions (email included) thereto pursuant to Data Protection Laws.

 

PROHIBITED USE OF THE SERVICE

  • Advertiser shall use the Platform for lawful purposes and agrees not to use the Platform to:
  • Authorize or encourage any third party to generate fraudulent impressions, installs, conversions, clicks, plays, page visits, views or other interactions on the Platform or use any unauthorized means to extract or disclose any data from the Platform;
  • Promote or engage in any illegal, deceptive or fraudulent business practice, or take any other action that could result in claims, fines, penalties or other liability to Fandom, its business partners, or any of its affiliated companies;
  • Introduce any viruses, worms, trojan horses or other code that could harm or interfere with the Platform;
  • Publish, post or in any other way express or promote any topic, material or information that is inappropriate, defamatory, infringing, obscene, pornographic, racist, terrorist, politically slanted, indecent or unlawful;
  • Reverse engineer, decompile, disassemble, modify, or create derivative works of the Platform or any portion thereof;
  • Sell, rent, sublicense, lease, transfer, distribute, or otherwise make available the Platform to any third party;
  • Use any means, whether through robots, scripts, spiders, or otherwise, to access, monitor, scrape or copy any Fandom content; or
  • Do anything that could disable, overburden or impair the proper operation of the Platform.

 

LICENSES AND RESTRICTIONS

  • Advertiser hereby grants to Fandom a non-exclusive, non-transferable, worldwide, royalty-free right and license during the designated campaign period to format, reproduce, display, distribute, publish, perform and promote Advertiser’s advertisements, and any and all Ad Materials, in any size, placement, or location on the Fandom properties and exercise and exploit any and all intellectual property, publicity, and any other proprietary rights embodied in Advertiser’s Ads in connection with Advertiser’s campaigns and these Terms in the form delivered.

 

REPRESENTATIONS AND WARRANTIES

  • Advertiser hereby represents and warrants to Fandom that Fandom’s and its licensees, authorized distributors and/or service providers use of the advertisements and Ad Materials in accordance with Section 6 will not infringe or violate the rights of any party or violate any law, rule or regulation.
  • Advertiser agrees, at its own expense, to indemnify, defend and hold harmless Fandom, its directors, officers, employees, agents, affiliates, representatives, licensees, authorized distributors and/or service providers,  from and against any and all claims, demands, suits, actions, proceedings, damages, losses, costs and expenses (including reasonable attorneys’ fees and costs) and other liabilities of any kind whatsoever arising out of or related to (a) Advertiser’s breach or alleged breach of these Terms and Conditions, (b) the use of any advertisement hereunder, (c) the Ad Materials or any matter or thing contained in any advertisement, (d) any material of Advertiser in which users can link through any advertisement, (e) the data privacy practices of Advertiser and its agents and service providers, and/or (f) Advertiser’s failure to comply with all applicable laws, rules and regulations. If Agency is the party placing an order for the benefit of its client, then client and Agency shall each be considered the Advertiser for purposes of this Section (and shall be jointly and severally liable and responsible for fulfilling indemnification obligations), and Agency represents and warrants that it has the authority, as agent, to bind its client to these Terms.
  • FANDOM MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE PLATFORM, ITS WEBSITES OR SERVICES TO BE DELIVERED HEREUNDER AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ALL SERVICES ARE PROVIDED ON AN AS-IS BASIS WITHOUT GUARANTEE.   The provisions of this Section 7 shall survive the expiration or termination of these Terms and any ad campaign run on the Platform.

 

LIMITATION OF LIABILITY

  • FANDOM SHALL NOT BE LIABLE TO THE ADVERTISER, ITS AGENCY OR ANY THIRD PARTY UNDER OR IN RELATION TO THESE TERMS OR ANY ORDER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES OF ANY KIND OR NATURE, UNDER ANY THEORY OF LAW OR EQUITY, AND WHETHER OR NOT FANDOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL FANDOM’S LIABILITY UNDER OR IN RELATION TO THESE TERMS OR ANY ORDER EXCEED THE FEES ACTUALLY PAID TO FANDOM FOR THE ADVERTISEMENT GIVING RISE TO SUCH LIABILITY.

 

MISCELLANEOUS

  • Force Majeure. Except with respect to payment obligations, neither party will be liable for inadequate performance to the extent caused by a condition beyond its reasonable control, provided each party uses commercially reasonable efforts to mitigate such condition and resume performance as soon as possible.
  • Publicity. Advertiser may not issue a press release or make any other public statement or announcement regarding these Terms or Advertiser’s relationship with Fandom hereunder without Fandom’s prior written consent in each instance.
  • Relationship of the Parties. The parties are independent contractors. These Terms do not establish any agency, partnership, employment, joint venture, or fiduciary relationship between Advertiser and Fandom or its affiliates.
  • Governing Law. These Terms shall be governed and construed in accordance with the laws of the State of California, without regard to its conflicts of law principles. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in San Francisco, California with respect to any legal proceeding arising out of the Terms, waiving all defenses with respect to jurisdiction, forum and venue.
  • Severability. If any term or provision of these Terms is determined to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, without regard to the invalidity of the provision, and these Terms shall be construed as if the provision had never been included in these Terms.
  • Entire Agreement. These Terms are the complete and exclusive agreement between the parties with respect to the subject matter and supersede any prior or contemporaneous agreements, negotiations and communications, whether written or oral, between the parties regarding such subject matter. The Terms may only be modified, or any rights under it waived, by a written document executed by both parties.
  • Assignment.    Advertiser may not assign, transfer, charge, sub-contract or otherwise dispose of any of its rights or obligations arising under these Terms without the prior written consent of Fandom.  These Terms are assignable by Fandom.
  • Third Party Beneficiaries. These Terms are specifically between and for the benefit of Fandom and Advertiser, and except as set forth herein to the contrary, no other person or entity whatsoever shall have any rights, interests or claims hereunder or be entitled to any benefits under or on account of these Terms as a third-party beneficiary, assignee, transferee or otherwise.
  • Survival. All obligations and liabilities which by their nature are intended to survive shall survive termination or expiration of these Terms for any reason.