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Managed Services Terms
Last Revised: November 3, 2026
IMPORTANT NOTICE: THESE MANAGED SERVICES TERMS ARE SUBJECT TO THE BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS SET FORTH IN THE GENERAL TERMS.
These Managed Services Terms (“Managed Services Terms”) apply to all Companies that receive Managed Services (defined below) from Universal Ads. These Managed Services Terms form a legally binding contract between Universal Ads and Company, supplement the General Terms and the Advertiser Terms, and form a part of the Agreement between the parties. The General Terms, the Advertiser Terms, and all other applicable Supplemental Terms are incorporated herein by reference and apply to the Managed Services, including to any product, feature, or functionality of the Services that Universal Ads enables, configures, or uses on Company’s behalf or at Company’s request in connection with a Managed Services campaign, to the same extent as if Company had enabled, configured, or used such product, feature, or functionality itself. In the event of a conflict between the General Terms, the Advertiser Terms, any other applicable Supplemental Terms, and these Managed Services Terms, the terms that are more restrictive on the Company or more protective of Universal Ads will apply. All terms not otherwise defined herein shall have the same meaning as set forth in the General Terms, the Advertiser Terms, or other applicable Supplemental Terms.
1. Authority to Contract
The person entering into this Agreement on behalf of Company affirmatively represents that they have sufficient legal authority to enter into this Agreement on behalf of Company and to bind Company to the terms and conditions of this Agreement. Universal Ads relies on this representation in entering into this Agreement.
2. Definitions
As used in these Managed Services Terms, the following terms have the meanings set forth below:
3. Service Description and Fulfillment
Universal Ads provides Managed Services, which include campaign planning, media buying, media placement, execution, optimization, and reporting for linear television, connected television, and/or other digital advertising campaigns on behalf of Company. Managed Services are performed by Universal Ads in accordance with these Managed Services Terms and the Agreement.
Universal Ads may, in its sole discretion, use third-party platforms, inventory providers, fulfillment partners, or other service partners to fulfill all or any portion of a campaign. The use of any such fulfillment partner does not create any direct contractual, agency, or other relationship between Company and such fulfillment partner, except that fulfillment partners may enforce the Agreement as a third-party beneficiary as specified in the General Terms. Company’s sole contractual relationship with respect to Managed Services is with Universal Ads.
Universal Ads retains full discretion over the methodology, tools, systems, and partners used to fulfill campaigns. No specific fulfillment partner, platform, or technology is guaranteed unless expressly identified in writing by Universal Ads.
Where Managed Services include Universal Ads operating Company’s account on the Services, Universal Ads will act at Company’s direction and within the parameters of the Approved Media Plan. Company remains responsible for its instructions, inputs, and approvals, including the targeting parameters set forth in the Approved Media Plan, and must notify Universal Ads in writing of any legal or regulatory restrictions applicable to the targeting or delivery of its Ads, including any age- or location-based restrictions. Campaign modifications for Managed Services campaigns shall be requested and handled in accordance with the Campaign Changes section of these Managed Services Terms rather than through the Services.
The specific scope, timeline, deliverables, reporting cadence, approval deadlines, and other operational parameters of each Managed Services campaign will be set forth in the applicable Approved Media Plan or other written agreement between the parties. In the event of a conflict between a Campaign Request or Approved Media Plan and these Managed Services Terms, these Managed Services Terms shall control unless expressly stated otherwise in a writing signed by Universal Ads.
4. Managed Services Eligibility
To receive Managed Services, Company must maintain an active Universal Ads account in good standing and must accept these Managed Services Terms. Not all Universal Ads clients are eligible to receive Managed Services. Eligibility for Managed Services is determined by Universal Ads in its sole discretion, and Universal Ads reserves the right to modify, suspend, or terminate Company’s access to Managed Services at any time without liability.
5. Campaign Request and Client Responsibilities
Company is responsible for providing complete and accurate campaign inputs as reasonably required by Universal Ads in connection with each campaign, including in the applicable Campaign Request.
Universal Ads’ timelines for campaign development and launch begin only after all required inputs have been received in complete and final form. Company shall designate authorized contacts who are empowered to provide approvals, request changes, and authorize cancellations on behalf of Company. Universal Ads may rely on instructions received from Company’s designated authorized contacts without further verification.
Late, incomplete, or inaccurate inputs from Company may delay campaign launch, reduce available inventory, affect delivery, or require revised pricing. Such circumstances shall not constitute a breach by Universal Ads of any obligation under these Managed Services Terms or the Agreement.
6. Media Plan and Approval
Based on Company’s Campaign Request, available inventory, and campaign objectives, Universal Ads will develop a proposed Media Plan for Company’s review. The Media Plan constitutes a proposal and estimate only and is not a guarantee of exact delivery, specific placement, or final pricing. For reporting and billing purposes, Universal Ads may utilize third-party ratings data, first-party data, and/or other measurement sources as determined by Universal Ads in its sole discretion.
Company must approve the Media Plan within the timeframe specified in the Media Plan or, if no timeframe is specified, within a commercially reasonable timeframe prior to the scheduled campaign start. If Company fails to approve the Media Plan within the applicable timeframe, Universal Ads shall have no obligation to launch the campaign on the original scheduled date or to preserve previously forecasted inventory or pricing. In such event, Universal Ads may, in its discretion, reforecast available inventory, revise estimated pricing, modify the proposed Media Plan, or move the campaign launch date, and Company shall not be entitled to any remedy as a result.
7. Campaign Changes
All client-requested changes to an approved campaign require advance written notice as specified in the Approved Media Plan or, if no such requirement is specified, reasonable advance written notice before the requested effective time of the change.
Universal Ads has no obligation to implement changes submitted without the written notice required under the Approved Media Plan or, if no such requirement is specified, without reasonable advance written notice before the requested effective time. Any accommodation of late change requests is at Universal Ads’ sole discretion and on a commercially reasonable efforts basis only.
Even timely-submitted changes remain subject to operational feasibility, inventory availability, and fulfillment partner restrictions. Changes may require a revised Media Plan, updated delivery forecast, revised rates, altered delivery expectations, or other modifications to the campaign as reasonably determined by Universal Ads.
Section 6 of the Advertiser Terms does not apply to Company-requested modifications, suspensions, or cancellations of Managed Services campaigns.
8. Inventory, Placement, and Optimization
All campaigns are subject to inventory availability and applicable network, programmer, distributor, publisher, platform, and supply partner restrictions. Universal Ads and its fulfillment partners may optimize and shift delivery across eligible inventory within the approved campaign parameters without additional notice to or consent from Company.
No specific network, program, daypart, time slot, publisher, app, or placement is guaranteed unless expressly identified as guaranteed in a written confirmation from Universal Ads. Forecasted impressions, CPMs, reach, frequency, GRPs, or similar delivery metrics included in any Media Plan or other communication are estimates only and do not constitute guarantees of performance unless Universal Ads expressly commits to a specific metric in writing.
9. Campaign Reporting
Universal Ads may provide interim campaign reports or updates reflecting anticipated, scheduled, or preliminary campaign delivery. All such interim reports or updates are informational and preliminary only. No interim report or update, however labeled, constitutes an invoice, account statement, guarantee of placement, or final determination of amounts due. Interim reports or updates may be updated or adjusted following reconciliation, and Universal Ads’ records control for billing purposes.
10. Billing, Reconciliation, and Reporting Hierarchy
Final billable amounts for each campaign are determined after month-end close and reconciliation. Any amounts due shall be as set forth in an invoice issued by Universal Ads, which shall be controlling with respect to such amounts. Amounts for a Managed Services campaign, including amounts for inventory fulfilled through fulfillment partners, may be invoiced on a consolidated basis or separately, by Universal Ads, as determined by Universal Ads or as specified in the applicable Approved Media Plan.
Unless otherwise expressly agreed in writing by Universal Ads, any measurements from Company’s or its agency’s ad servers, verification vendors, or other third-party measurement providers are for informational purposes only and shall not be used to determine amounts due or under-delivery, and discrepancies between such measurements and the measurements used by Universal Ads (or its designated fulfillment partners) shall not entitle Company to any adjustment, credit, or remedy. Universal Ads may exclude from delivery and billing any impressions it or its fulfillment partners identify as invalid or fraudulent traffic.
Standard payment mechanics, including payment timing, methods, and late payment consequences, are governed by the Payment and Credit Terms.
If Universal Ads determines that a previously issued invoice contains an error, Universal Ads may issue a corrected invoice or credit memo, as applicable. Company agrees to pay any additional amounts reflected in a corrected invoice within 30 days of receipt.
11. General Company Responsibility
Company is solely responsible for all costs, charges, losses, and billing adjustments arising from or attributable to Company's acts or omissions in connection with a campaign, including without limitation: (a) inaccurate or incomplete campaign inputs; (b) late or non-compliant creative; (c) late approvals; (d) Company-directed changes to an approved campaign, including any changes made by Company or its Users directly through the Services; (e) cancellations, pauses, or material reductions of a campaign; and (f) any other circumstances caused by or attributable to Company.
Without limiting the foregoing, the applicable Approved Media Plan or other written agreement between the parties will set forth the specific terms governing when campaign budget becomes committed and any applicable cancellation notice periods and fees. Campaign budget becomes committed and non-cancellable at the earlier of (i) the time specified in the Approved Media Plan or (ii) the time Universal Ads has committed inventory or incurred costs with its fulfuillment partners on behalf of Company’s Campaign. Company remains responsible for all committed, non-cancellable, or already-incurred media costs, third-party costs, and partner commitments resulting from the foregoing.
Universal Ads shall not be liable for any impact on campaign performance, delivery, timing, or cost resulting from any of the foregoing, and no such circumstance shall constitute a breach by Universal Ads.
12. Under-Delivery and Service Remedies
If a campaign under-delivers against a delivery metric expressly committed to in writing by Universal Ads, Universal Ads will provide one or more of the following remedies, as selected by Universal Ads in its sole discretion:
Any substitute inventory, campaign extension, or make-good campaign provided under this Section 12 fully satisfies Universal Ads’ obligations with respect to the applicable under-delivery and is not itself subject to further remedy. Any such remedy that Company declines, or does not use within 90 days after it is offered (or such other period specified by Universal Ads in writing), will expire without further obligation. Any request by Company to run additional campaign delivery will be treated as a new Campaign Request subject to these Managed Services Terms. The remedies in this Section 12 are Company’s sole and exclusive remedy for any under-delivery.
Universal Ads is not responsible for under-delivery caused by or attributable to: (i) Company delay in providing required inputs or approvals; (ii) rejected or late creative; (iii) Company-directed changes to the campaign, including any changes made by Company or its Users directly through the Services; (iv) inventory withdrawal or preemption by a network, programmer, distributor, publisher, platform, or supply partner; (v) filtering or removal of invalid or fraudulent traffic; (vi) force majeure events; or (vii) any other circumstances outside Universal Ads’ reasonable control.
13. Creative
Company is solely responsible for the timely delivery of final creative assets that comply with all applicable specifications, technical requirements, and content standards. Universal Ads and/or its fulfillment partners may reject or require modification of creative that does not comply with applicable specifications or standards.
Late or rejected creative may delay campaign launch or reduce campaign delivery without creating any breach by Universal Ads. Delays attributable to Company’s failure to deliver compliant creative do not automatically extend the campaign end date unless Universal Ads agrees to such extension in writing. Company’s additional creative obligations are set forth in the Advertiser Terms and the Advertising Guidelines, which are incorporated herein by reference.
14. Miscellaneous
Universal Ads may update these Managed Services Terms at any time. Company agrees that Universal Ads may notify it of any such updates via email or by posting the updates to the Services. Company agrees to be bound by those updates if it continues to receive Managed Services after those updates become effective.
Unless expressly agreed to in a writing signed by Universal Ads that specifically references superseding these Managed Services Terms, nothing contained in any purchase order, invoice, insertion order, campaign order, or other agreement will in any way modify, supersede, or add any additional terms or conditions to these Managed Services Terms.
Nothing in these Managed Services Terms or the Agreement shall constitute a partnership, agency, or joint venture between the parties or constitute either Universal Ads or Company as the agent of the other for any purpose whatever. Universal Ads’ relationship with its fulfillment partners is solely that of an independent contractor, and nothing in these Managed Services Terms creates any agency, employment, or fiduciary relationship between Company and any fulfillment partner.
If any provision of these Managed Services Terms is found to be invalid, illegal, or unenforceable in any jurisdiction, the remainder of these Managed Services Terms shall remain in full force and effect. Universal Ads reserves all rights not expressly granted to Company.
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