NewsBreak Ad Platfrom Terms of Service

Last updated: April 22, 2022

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.

These Terms include and incorporate NewsBreak’s Terms of Use (the “General Terms of Use”) Privacy Policy, and all other terms, conditions, policies, and documentation that are referred to herein and therein, including, without limitation, our Advertising Policy(the “Ad Policy”) (collectively, these Terms and all such others, the “Agreement”). [Note: Let’s embed the URLs instead of putting them in brackets as before?]

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.

Authority

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.

Ad Services

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.

Order Submission

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 business-help@newsbreak.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.

Payments, Account, and Reports

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.

You need to register for an account to access the Ad Services. Please see the General Terms of Use for the terms and conditions regarding your account. Without limiting or modifying those terms and conditions, you shall be responsible for all Orders submitted through your account, with or without your knowledge or consent.

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.

Ad Content

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.

Our Rights

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.

General Provisions

The provisions under the headings “Warranties and Disclaimers”, “Modification and Termination”, “Mandatory Arbitration and Class Action Waiver”, “Governing Law and Venue”, and “General Terms” in the General Terms of Use are incorporated herein and shall apply to the Ad Services.

Advertising Policy

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:

Editorial and Technical

  • Technical and Ad format Requirements: Advertising Creative Guidelines
  • Destination Requirements
    -
    Content must be accessible
    - Contact us link/section with an actual email address, phone number, or physical address

Prohibited content

  • Counterfeit goods, including goods that contain a trademark or logo that is identical to or substantially indistinguishable from the trademark of another. This includes goods that mimic the brand features of the other product in an attempt to pass itself off as a genuine product of the other brand owner.
  • Data Security and user privacy violations, including inadequate data security, sharing users’ personal information (full name; email address; mailing address; phone number; national identity, pension, social security, tax ID, health care, or driver's license number; birth date or mother's maiden name in addition to any of the above information; financial status; political affiliation; sexual orientation; race or ethnicity; religion) or otherwise misusing users’ personal information
  • Misrepresentation
    - Dishonest behavior,
    promotes the content, products, or services using false, dishonest, or deceptive claims, or the products or services that are designed to enable dishonest behavior.
    - Misleading representations,
    making statements that are likely to cause confusion, deception, or mistake about the source of the goods and/or services
    - Exaggerated claims,
    includes content with any hyperbolic claims or any unreasonable claims about the effectiveness of a product or service
    - Unqualification,
    any answers, responses, comments, opinions, analyses, or recommendations that you are not properly licensed or otherwise qualified to provide
    - Click-bait,
    Clickbait includes content that is designed to entice a reader to click by appealing to their curiosity. It often shows up in the form of deceptive or manipulative story packaging (the headline, subheadline, and feature image) —a hyperbolic claim, a titillating image, etc. This content does not follow through on its promise and often leaves the reader unsatisfied because it is often a certain kind of thin or trivial web content that is designed to entice its readers into clicking an accompanying link. Typically, it is in the form of teaser messages with the following characters:
    - Using incomplete headlines to attract clicks
    - Very different information gap between headline and body content;
    - Over-exaggerating headline writing style
    - Making headline as hint or riddle pattern to lead user reading very irrelevant body content
    - Headline that leaves the reader feeling “cheated” after reading the body content

    - Spam, any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other prohibited form of solicitation
    - Malware,
    Links to malware, viruses, or other harmful software, or unlawfully gather user information
    - Downloadable utilities,
    content including improper software for download which is designed to enhance the functionality of an operating system or device, whether desktop or mobile. Typical examples include anti-virus software, file converters, driver updaters, system cleaners, download managers, disk defragmenters, codecs, browser toolbars, ringtones, screensavers, wallpapers, and so on
  • Harmful Content
    - Violent content
    -
    Violent, graphic for the sake of disgusting others or offensive images or videos
    - Content that glorifies, celebrates, downplays, or trivializes violence, suffering, abuse, or deaths
    - Content that incites, encourages, or provides instructions for a criminal offense, dangerous activities, or self-harm
    - Content used to threaten or organize violence or support violent organizations
    - Terrorist content
    - Violent sexual conduct, includes any media that depicts violence, whether real or simulated, in association with sexual acts. Some examples include, but are not limited to,
    depictions of:
    - rape and other forms of violent sexual assault, or sexual acts that occur without the consent of participants, including a simulated lack of consent
    - sexualized violence – inflicting physical harm on an individual within an intimate setting, where it is not immediately obvious if those involved have consented to take part

    - Hateful and harassing content
    -
    Content that promotes discrimination against an individual or group based on race, ethnic origin, religion, disability, gender, age, veteran status, sexual orientation, national origin, or gender identity
    - Contents that promotes intolerance or prejudice against individuals or groups, including the use of scientific or pseudoscientific claims to pathologize dehumanize, or disempower others
    - Content that sends a message to harass, bully, or threaten others physically or mentally

    - Dangerous activities,
    promotion of self-harm, suicide, eating disorders or drug abuse
    - Dangerous products,
    including weapons, ammunition, or explosives, sporting or recreational guns that can cause serious harm if misused, components or equipment essential to or enhances the functionality of a firearm, illegal knives
    - Surveillance equipment,
    including spy software, cams, mobile phone trackers, or other hidden surveillance equipment
    Child sexual exploitation,
    Includes any content that depicts or promotes child sexual exploitation including,
    but not limited to:
    - visual depictions of a child engaging in sexually explicit or sexually suggestive acts
    - sexualized commentaries about or directed at a known or unknown minor
    - links to third-party sites that host child sexual exploitation material
    - sharing fantasies about or promoting engagement in child sexual exploitation
    - recruiting, advertising or expressing an interest in a commercial sex act involving a child, or in harboring and/or transporting a child for sexual purpose

Restricted content

  • Adult content, is any consensually produced and distributed media that is pornographic or intended to cause sexual arousal. Some examples include, but are not limited to, depictions of:
    - full or partial nudity, including close-ups of genitals, buttocks, or breasts (excluding content related to breastfeeding)
    - simulated sexual acts
    - sexual intercourse or other sexual acts – this also applies to cartoons, hentai, or anime involving humans or depictions of animals with human-like features.
    - exceptions may be made in some cases for artistic, medical, health, or educational content
    - Revealing images, including images where any part of the human body from the sternum to the mid-thigh is not clothed; or the body is clothed in underwear, swimwear, lingerie, or other see-through clothes or non-clothing items such as a towel or bed sheet
  • Alcohol and Tobacco, any images or textual references to alcohol or tobacco
  • Occult, Magic, and Paranormal, including any products or services that relate to the occult, paranormal, spells, potions, and psychic-related ads
  • Competitive products, any products or services that, directly or indirectly, competes with NewsBreak’s products and services
  • Copyrighted content, any content that violates another’s copyright, including, but not limited to posting or advertising any copyrighted content that you do not have permission to publicly display or copy. Please also see our Terms of Use and DMCA takedown policy.
  • COVID-19 related products, including ads promoting certain medical supplies and other high-demand products related to COVID-19. Non-medical masks may be advertised, provided they are not marketed using medical, health, or prevention claims
  • Dating apps, including dating services, online dating communities, and chat sites and apps for meeting new people in general, subject to our prior approval
  • Entertainment, Ads for movies, video games, and television shows must be age-targeted to the intended audience of the content they promote
  • Financial Services
    - All financial services
    must comply with state and local regulations for any region or country that the ads targets, and with adequate disclosures
    - High-risk finance
    -
    high-risk investment or money-making schemes with the intention of profiting off user participation; payday loans or cash advance loans; penny stocks, penny auctions
    - ads that purport to share lucrative business secrets such as “Get Rich Quick” schemes, personal loans, high interest loans, multi-level marketing schemes, and, in some cases, consumer lending and loans
  • Gambling, games of skill or real money lotteries, including online real money casinos, sportsbooks, bingo, or poker
  • Health and medicine
    - Improper medical content,
    primarily aimed at providing medical advice, diagnosis, or treatment for commercial purposes, or content that contradicts or runs contrary to an official scientific or medical consensus and evidence-based best practices
    - Weight loss and dieting,
    including weight loss, dieting, and related products and programs; doesn't include healthy eating or general fitness ads
    - Health and cosmetics,
    content must not make illegitimate or unproven claims about results or do not have the disclosures that are legally required.
    - Pharmaceuticals,
    including over the counter drugs, prescription drugs, or other compounds used as medical drugs
  • Crisis Hotlines, as we cannot verify the source of hotlines or review the content they may contain, we do not permit hotline advertisements or content on our platform.
  • Politics, content includes any advertisements for political campaigns or candidates, ads addressing controversial social issues, ads referencing well-known politicians, and ads touching on events widely perceived to be political in nature, such as elections, protests, terrorist attacks, wars and conflicts
  • Religion, content includes any religious material, advertisements featuring places of worship, religious guidance, education, products, or services
  • Unappealing images, no “close-up” images, images intended to shock, or elicit strong negative emotions