These Ad Platform Terms of Service (these “Terms”) constitute a binding agreement between you and Particle Media, Inc., a Delaware corporation, its subsidiaries, and affiliated companies (collectively, “NewsBreak” or “we”) that governs your use of the Ad Services. “Ad Services” means the services accessible via NewsBreak’s Ad Platform in connection with advertising on NewsBreak.
BY USING OR OTHERWISE ACCESSING THE AD SERVICES, YOU AGREE TO THE AGREEMENT. IF YOU DO NOT AGREE TO THE AGREEMENT, PLEASE DO NOT USE OR OTHERWISE ACCESS THE AD SERVICES. USE OF THE AD SERVICES IS VOID WHERE PROHIBITED.
THESE AGREEMENTS REQUIRE THE USE OF BINDING INDIVIDUAL ARBITRATION TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR ACTIONS. YOUR PARTICIPATION IN OR USE OF THE AD SERVICES IS VOID WHERE PROHIBITED.
You need to register for an account to access our Ad Services. Please safeguard your password to the account, and keep your account information current. NewsBreak recommends that you do not share your password with others. You are not allowed to transfer your account without our permission.
If you use the Ad Services on behalf of a company, organization, or other entity, then (a) you represent and warrant that you are an authorized representative of the entity with authority to bind the entity to the Agreements and that you agree to the agreements on the entity’s behalf, and (b) the word “you” includes you and that entity. If you are accepting the Agreements and using the Ad Services on behalf of someone else (such as another person or entity), you represent and warrant that you’re authorized to do so, and in that case, the words “you” or “your” in the Agreements include that other person or entity.
Any use or access to the Ad Services by anyone under 18 years old is prohibited and in violation of the Agreements. By using the Ad Services, you affirm that you are over 18 years old.
Subject to the terms of the Agreements, NewsBreak hereby grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Ad Services for Orders (as defined below). This license may be revoked by NewsBreak at any time for any reason, with or without notice.
We reserve all rights that are not explicitly granted under these Agreements. These Agreements don’t grant you any ownership right, title, or interest in the Ad Services or any right, title, or interest of other users’ content on the Ad Services, our trademarks, logos, or other brand features.
You hereby grant to NewsBreak a non-exclusive, worldwide, transferable, fully-paid up, royalty-free, and sublicensable license to use, reproduce, modify, adapt, distribute, publish, translate, publicly display, store, tag, create derivative works from, and transmit your ads and all related content that you submit through the Ad Services, including, without limitation, text, image, data, and other elements relating to your ads (collectively, the “Ad Content”) including, without limitation, texts, photographs, images, videos, media, and other works in the Ad Content and any portion thereof, for any purpose in connection with NewsBreak’s services and business, including but not limited to, the right to (1) make the Ad Content available on the Ad Services, (2) abridge, summarize or format the Ad Content, (3) advertise around the Ad Content, (4) provide, promote, and improve the Ad Services or our products and other services, (5) make the Ad Content available to other companies, organizations, or individuals for the syndication, broadcast, distribution, repost, promotion, or publication of the Content or business on other media and services, and (6) archive the Ad Content, (7) license the Ad Content to advertisers for incorporation into advertisements.
You hereby grant NewsBreak a non-exclusive, non-transferable, worldwide license, and royalty-free to use your trademarks, service mark, service name, trade name, design, or logo(s) solely in connection with the rights granted to NewsBreak for any purpose in connection with NewsBreak services and business, including, without limitation, to identify your participation in NewsBreak’s Ad Services and business or other promotional materials as a content provider for NewsBreak.
You agree not to disclose to any third party any Confidential Information (as defined below) of NewsBreak that you may receive. “Confidential Information” means information marked as confidential or that would normally be considered confidential or proprietary under the circumstances, including, without limitation, information regarding our businesses, operations, prospective marketing, and promotional activities. Confidential Information will not include information that is publicly known or rightfully received from a third party with no confidentiality restrictions.
NewsBreak may, in its sole discretion: i) determine the size, placement, and position of your ads; ii) format your ads to conform to NewsBreak’s design and correct grammatical errors; iii) accept or reject any Orders; iv) remove any ads for any reason; and v) use a portion of your Content to promote NewsBreak or our Ad Services.
For clarity, our acceptance of any Order does not mean that we have reviewed or have agreed to be liable for the related Ad Content; you shall remain solely responsible for your Ad Content at all times.
Any feedback that you may provide to us shall be deemed to be non-confidential. NewsBreak shall be free to use such feedback unrestrictedly without any obligation to you.
Different types of advertising orders (the “Order(s)”) may be submitted through the Ad Services (e.g., a relatively simple Order for an individual ad or an Order for an ad campaign with more parameters, etc.). When you submit an Order through the Ad Services, you will provide the information requested. If we accept your Order, we will deliver your ads when inventory becomes available. When we serve your ads, we will use commercially reasonable efforts to deliver the ads to the location(s) you specify, but we do not guarantee that your ads will reach their intended targets or achieve the outcome you desire.
Once we have notified you, by email or otherwise, that your ads are about to go live (the “Go-Live Notice”), your Order cannot be canceled. Before the Go-Live Notice, if you want to cancel an Order, please email email@example.com as soon as possible. We will use commercially reasonable efforts to process the cancellation, but we do not guarantee that we will be able to cancel the Order in time, and you will remain responsible for paying for all ads that are not canceled.
You agree to pay all amounts specified in each Order, which will be calculated based on the information you submit for the Order. All payments are non-refundable except where required by law.
You may pay for Order(s) in one of the following ways:
a): you can prepay a balance (“Ad Credit”) that can be used to pay for your Order(s). You acknowledge that NewsBreak is not a bank and does not offer banking services; accordingly, any Ad Credit does not earn interest; such Ad Credit is not a deposit obligation and is not insured by the Federal Deposit Insurance Corporation or any other entity or insurance arrangement, whether government or private. Do not prepay any amounts unless you are ready to commit to using the amounts towards your Order(s). Any Ad Credit will be automatically applied to pay for further charges before any other payment method. Ad Credit will not be used to pay for any current balance accrued under b).
b): you authorize us to charge your account at the end of the calendar month for the accrued charges based on NewsBreak’s Ad Platform’s calculations from your Orders, provided that such charges do not exceed the “Billing Threshold” indicated in your profile, and in such case, if the charges are equal to or greater than the Billing Threshold, you will be billed for the entire amount owed of accrued charges at the time you exceed them. Your Billing Threshold may be adjusted up or down at any time. Factors that may impact your Billing Threshold may include but are not limited to, your previous billing history, credit rating, or other factors.
c): your payment will be made in accordance with the separately signed IO.
NewsBreak may, in its sole discretion, extend, revise, or revoke the Billing Threshold at any time. NewsBreak is not obligated to deliver any Ads in excess of any Billing Threshold.
If you fail to pay for an Order in a timely manner as prompted or instructed by the Ad Services, the Order start time may be delayed. If your Order does not go live, your payment will be saved in your Advertiser Balance.
We will provide you with reports about the performance of your ads. You may use those reports solely for your internal purposes and may not disclose the reports or any content in the reports to any third parties.
If NewsBreak does not deliver advertisements to the selected targets or destinations, then your sole remedy is to make a claim for advertising credits within sixty days of the billing date (“Claim Period”), after which NewsBreak will issue the credits following claim validation, which must be used within one year. You understand that third parties may generate impressions or clicks on your advertisements for prohibited or improper purposes and if that happens, your sole remedy is to make a claim for advertising credits within the Claim Period, after which NewsBreak will issue the credits following claim validation, which must be used by the Use-By Date. TO THE FULLEST EXTENT PERMITTED BY LAW, (A) YOU WAIVE ALL CLAIMS RELATING TO ANY CHARGES UNLESS A CLAIM IS MADE WITHIN THE CLAIM PERIOD AND (B) THE ISSUANCE OF ADVERTISING CREDITS (IF ANY) IS AT NEWSBREAK’S REASONABLE DISCRETION AND IF ISSUED, MUST BE USED BY THE USE-BY DATE.
Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). You will also pay all reasonable expenses and legal fees NewsBreak incurs in collecting late payments not disputed in good faith. Any portion of a charge not disputed in good faith must be paid in full. Notwithstanding anything contrary, NewsBreak will not be bound by any terms on a customer's online invoicing portal. Neither party may offset any payment due under these Agreements against any other payment to be made.
If required by law, you are responsible for reporting and paying any applicable taxes in connection with your participation in the Ad Services, as reasonably determined by NewsBreak. Such taxes may include duties, customs fees, or other taxes (other than income tax), along with any related penalties or interest.
THE AD SERVICES, WHETHER PROVIDED BY NEWSBREAK, ITS OTHER LICENSORS, ITS VENDORS, OR ITS USERS, AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE AD SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. SPECIFICALLY, BUT WITHOUT LIMITATION, NEWSBREAK DOES NOT WARRANT THAT: (i) THE CONTENT IS FREE OF ERRORS; (ii) THE FUNCTIONS OR FEATURES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF CONTENT) WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, (iv) THE AD SERVICES OR THE SERVER(S) THAT MAKE THE AD SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (v) THAT ANY AD WILL REACH ITS INTENDED TARGET OR ACHIEVE THE OUTCOME YOU DESIRE.
IN NO EVENT SHALL NEWSBREAK OR ITS AFFILIATES, LICENSORS, VENDORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, OR ANY BUGS, VIRUSES, TROJAN HORSES, OR SIMILAR ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, ANY MATERIALS, INFORMATION, OR RECOMMENDATIONS APPEARING ON THE SERVICES, OR ANY LINK PROVIDED ON THE SERVICES, WHETHER OR NOT NEWSBREAK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN ANY EVENT, OUR AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF THE FOLLOWING I) TOTAL FEES ACTUALLY PAID TO US IN THE THREE (3) MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE DAMAGE OR II) $100; NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WE WILL BE FULLY RELEASED FROM LIABILITY TO YOU IF YOU HAVE BREACHED THESE AGREEMENTS.
NewsBreak reserves the right at any time to modify or discontinue, temporarily or permanently, the Ad Services (or any part thereof), with or without notice. You agree that NewsBreak shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Ad Services. For the avoidance of doubt, termination will not relieve you of any obligation to pay for any Ad Services rendered. If we terminate your right to access the Ad Services, these Agreements will terminate, and all rights you have to access the Ad Services will immediately terminate; however, provisions of these Agreements will still apply post-termination, including but not limited to “Confidentiality,” “Our Rights,” “No Warranties; Limitation of Liability,” “Arbitration,” “Governing Law and Venue.” Termination of your account may also include, at NewsBreak's sole discretion, the deletion of your account and/or advertiser profile.
Any dispute, claim, or controversy arising out of or relating to these Agreements or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of these agreements to arbitrate, shall be determined by arbitration in Santa Clara County before three arbitrators. The arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies or injunctive relief in aid of arbitration from a court of appropriate jurisdiction.
These Agreements shall be construed in accordance with and governed by the laws of the State of California, notwithstanding its conflicts of law principles. Except for claims subject to mandatory arbitration, any dispute arising out of i) these Agreements or ii) the use of the Ad Services, seeking provisional remedies or injunctive relief shall be initiated and conducted in the state or federal courts of Santa Clara County, California and you and NewsBreak consent to the exclusive jurisdiction of such courts.
Our Advertising Policy provides guidance on what types of content are allowed on our website. When advertisers submit an order to our business team, each advertisement is reviewed against our policies, rules and regulations, and other factors. In order to help provide to users a quality user experience and deliver attractive, professional-looking advertisements, we only permit ones that align with specific guidelines, policies, and requirements for each advertisement format. Before submitting an advertisement (an “Ad”), please review the requirements below. As an initial matter, please ensure your Ads, landing pages, and the websites you link to comply with all applicable federal, state, and local laws and regulatory guidelines. You’re always responsible for ensuring that you comply with all applicable laws and regulations, in addition to our advertising policies, for all of the locations where your ads are showing. In addition, the following is a non-exhaustive list of content, practices, and features that may be disallowed or restricted on our platform: