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.
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 the authority to bind the entity to the Agreement, and that you agree to the Agreement on the entity’s behalf, and (b) the word “you” includes you and that entity.
Subject to the terms of the Agreement, NewsBreak hereby grants to 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.
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 its intended targets or achieve the outcome you desired.
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 cancelled. Prior to the Go-Live Notice, if you desire to cancel an Order, please email email@example.com as early 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 cancelled.
You will pay all amounts specified in each Order, which amounts will be calculated based on the information you submit for the Order. The eventual cost is subject to NewsBreak’s Ad Platform’s calculation. You can (a) pay for your ads each time you create an Order, or (b) prepay a balance (“Advertiser Balance”) that can be used solely to pay for your Order(s). NewsBreak is not a bank and does not offer banking services; accordingly, Advertiser Balances do not earn interest, are not deposit obligations, and are 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 for your Order(s). All payments are nonrefundable except where required by law.
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.
You hereby grant to NewsBreak a worldwide, perpetual, non-exclusive license to use, copy, reproduce, distribute, publicly display, store, tag, 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”).
You represent and warrant that (a) the Ad Content does not and will not infringe upon or violate the intellectual property rights or any other legal rights of any third parties, (b) you hold, and will maintain and continue to hold, all the rights (including, without limitation, third-party consents, if applicable) to use the Ad Content in connection with your Order(s) and to convey to us the licenses and rights granted to us in the Agreement, and (c) the Ad Content complies, and will continue to comply, with all applicable laws, regulations, and guidelines, as well as our Ad Policy.
You agree to indemnify, defend and hold NewsBreak, its affiliates and subsidiaries, and their respective directors, employees, agents, licensees or licensors, successors and assigns (collectively, the “NewsBreak Parties”) harmless from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and court costs) arising out of or relating in any way to (i) the Ad Content, (ii) any violation by you or the Ad Content of the Ad Policy, or allegation thereof, and (iii) any breach of your representations and warranties, or allegation thereof.
NewsBreak may, in our sole discretion: (a) determine the size, placement, and position of your ads; (b) format your ads to conform to NewsBreak’s design and correct grammatical errors, but NewsBreak will not alter the meaning, tone, or general context of your ads; (c) accept or reject any Orders; and (d) remove any ads for any reason. 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.
We reserve all rights that are not explicitly granted under these Terms. You do not, under any circumstances, acquire any ownership right, title, or interest in or to the Ad Services.
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: