Conversion Terms

These Conversion Terms (“Conversion Terms”) are entered into between the organization agreeing to these terms (“Customer” or “you”) and the OpenAI entity that is a party to the Agreement (“OpenAI”) and govern your access to and use of the Conversion Tools. OpenAI and Customer are each a “Party” and collectively the “Parties”. These Conversion Terms supplement and are incorporated into the Agreement. If there is a conflict between these Conversion Terms and the Agreement, these Conversion Terms will control solely with respect to the subject matter within these Conversion Terms. By using or enabling the Conversion Tools, you agree to these Conversion Terms and represent that you have authority to bind the applicable entity.

OpenAI may make Conversion Tools available for you to provide Conversion Data to OpenAI. Subject to the Agreement and these Conversion Terms, you may access and use the Conversion Tools during the term solely as permitted under these Conversion Terms. You will not: (a) use the Conversion Tools unlawfully, in violation of OpenAI Policies, or in a manner that infringes third-party rights; (b) Reverse Engineer, interfere with, disrupt, extract data from, or circumvent protective measures for the Conversion Tools; or (c) buy, sell, transfer, or share any keys, credentials, or other access mechanisms for the Conversion Tools except as permitted by OpenAI. 

You will provide Conversion Data to OpenAI for the Access Purpose, including for OpenAI to provide Reporting Data, create custom audiences for you, and improve, optimize, measure, and deliver the Services. You represent and warrant that: (a) you have provided all required notices and obtained and will maintain all rights, consents, permissions, and legal bases required to collect, use, share, and provide Conversion Data to OpenAI for the purposes described in these Conversion Terms; (b) your use of the Conversion Tools and provision of Conversion Data will comply with applicable laws and will not cause OpenAI to violate applicable laws; (c) you will not provide Prohibited Data, harmful code, or data that infringes, violates, or misappropriates any third-party rights; and (d) you will promptly notify OpenAI of any actual or threatened complaint or Claim relating to Conversion Data and reasonably cooperate with OpenAI in responding.

You may use Reporting Data solely to measure, analyze, optimize, and report on your use of the Conversion Tools and the Services. Unless otherwise authorized by OpenAI in advance in writing, you will not: (a) rent, sublicense, transfer, disclose, modify, grant any rights in, or share or provide access to, Reporting Data or any derivatives thereof, except to your service providers solely as necessary to support the permitted purposes under these Conversion 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 Reporting Data, or provide Reporting Data, directly or indirectly, to any third party for commercial gain or other valuable consideration; or (d) use Reporting Data or any other data collected by you in connection with the Conversion Tools 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.

OpenAI will maintain commercially reasonable processes and procedures designed to protect the confidentiality and security of the Conversion Data.

By using or enabling the Conversion Tools, you agree that you and OpenAI each act as an independent Data Controller with respect to any Personal Data Processed through the Conversion Tools, except solely with respect to Restricted Processing. For Restricted Processing only, OpenAI will act as a Data Processor. Any Processing of Personal Data will be in accordance with the Conversion DPA, which is hereby incorporated by reference.

You will 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 Conversion Tools; or (b) Conversion Data, including your collection, use, sharing, or provision of Conversion Data to OpenAI for the purposes described in these Conversion Terms. The indemnification procedures in the Agreement apply to your indemnification obligations under these Conversion Terms. Any limitations of liability, exclusions of damages, and disclaimers in the Agreement apply to these Conversion Terms and your use of the Conversion Tools.

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

“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.

“Agreement” means the agreement, online terms, or other written terms between you and OpenAI or its Affiliate that govern your use of the Services and under which OpenAI makes the Conversion Tools available to you. 

“Claim” means legal proceedings filed by a third party. 

“Confidential Information” has the meaning given in the Agreement and includes Reporting Data. 

“Conversion Data” means (a) information that may personally identify an individual, such as email addresses, cookies, phone numbers, and other identifiers, and (b) data regarding transactions and actions that individuals take on your (or third party) websites, apps or stores, including website visits, app installations, and purchases of your products. 

“Conversion DPA” means OpenAI’s Conversion Data Processing Addendum at https://openai.com/policies/conversion-dpa⁠.

“Conversion Tools” means an API, pixel, software development kit, data integration, or similar data ingestion tool provided by OpenAI for you to provide Conversion Data to OpenAI. 

“OpenAI Policies” means the policies that OpenAI makes available and that apply to the Services or these Conversion Terms, in each case as updated from time to time. 

“Prohibited Data” means (a) data relating to, or collected from services directed to children, as defined by applicable laws; (b) data relating to sensitive information, as defined by applicable laws; and (c) data that could constitute “Consumer Health Data” under the Washington My Health My Data Act, data subject to similar health-related privacy laws, or data that could otherwise identify an individual’s past, present, or future physical or mental health status. 

“Reporting Data” means reports, analytics, metrics, insights, or other information provided or made available to you in connection with the Conversion Tools. Reporting Data is OpenAI’s Confidential Information. 

“Restricted Jurisdiction” means the EEA, Switzerland, UK, and any U.S. state that has enacted comprehensive consumer privacy legislation, including, as of the effective date, California, Colorado, Connecticut, Delaware, Florida, Indiana, Iowa, Kentucky, Maryland, Minnesota, Montana, Nebraska, New Hampshire, New Jersey, Oregon, Rhode Island, Tennessee, Texas, Utah, and Virginia. 

“Restricted Processing” means the Processing of Personal Data via the Conversion Tools where (a) you provide the Personal Data with an opt-out flag based on an opt-out choice made by the individual, and (b) the Personal Data relates to an individual located in a Restricted Jurisdiction.

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

“Services” means the applicable services provided by OpenAI or its Affiliate in connection with which the Conversion Tools are made available. 

The terms “Data Controller”, “Personal Data”, “Data Processor”, “Process”, and “Processing” shall have the meaning given under applicable data privacy and data protection law.