By accepting these Terms, you acknowledge that you have read, understand, and agree to be bound by them. you accept these Terms by clicking a box indicating acceptance and/or by using or accessing the Service.
These SmartNews Ads Terms of Service (these Terms) are the terms and conditions that govern the operation and use of the advertisement placement service (the Service) operated by SmartNews International, Inc. and its affiliates (SmartNews, we, us, or our) for placing advertisements (Advertisements) to run in advertisement slots on platforms and other distribution channels owned or otherwise operated by SmartNews in the United States (Advertisement Slot(s)).
These Terms constitute the agreement between (i) SmartNews and (ii) each advertiser using the Service (Advertiser) and such Advertiser’s authorized users of the Service (each, a User, and collectively with Advertiser, you or your). Capitalized terms will have the meanings set forth in these Terms.
If an Advertiser desires to access or use the SmartNews API, which provides advertising data and other information relating to the access, provision, use, and performance of an Advertiser’s use of the Service, whether such access or use is directly by Advertiser or through an authorized third party, such as an advertising agency or app developer, the API Terms of Service apply to such access and use of our SmartNews API and ad data collected through the SmartNews API.
THESE TERMS CONTAIN GENERAL DISCLAIMERS (SECTION 17); DISCLAIMERS OF WARRANTIES (SECTION 18), LIMITATION OF LIABILITY (SECTION 19), AND AN AGREEMENT TO BINDING ARBITRATION, WAIVER OF JURY TRIAL, AND A CLASS ACTION WAIVER (SECTION 22(h)).
The Service. The Service is designed to enable Advertisers to place and manage Advertisements in available Advertising Slots. The Service is accessed via the website located at https://ads.smartnews.com/am/. The Service is provided solely for internal use by Advertiser and its authorized Users on Advertiser’s behalf. IMPORTANT: These Terms are applicable only to Advertisement Slots in the United States – if you are placing advertisements on advertising slots on SmartNews platforms outside of the United States the terms of service for such platforms govern. Access or use of the Service is not allowed where prohibited by law.
System Requirements & Availability. To access the Service, a User needs a compatible computer or mobile device with Internet access (third party fees may apply) and running compatible browser software. The Service fully supports current versions of Firefox and Chrome and is also available on other browsers such as Edge and Safari although there may be from time-to-time differences in performance and functionality between different browsers, particularly those that are not fully supported by the Service. Certain features and Support may require use of email software and/or a mobile phone that is able to receive text messages (third party fees may apply). Apart from a compatible browser, use of the Service does not require the downloading or installation of any client-side software or app on your device. Because use of the Service involves your own hardware, software, and Internet access, a User’s ability to use the Service may be affected by the availability and performance of these items. You acknowledge and agree that such third-party system requirements and expenses, which may change from time to time, are solely your responsibility. The Service is generally available 24x7x365 except for periods during which the Service is down, in whole or in part, for updates, upgrades, maintenance, or due to network outages or other Force Majeure Events (Downtime). We use commercially reasonable efforts to provide at least [99%] Service uptime each calendar month, excluding periods of Downtime. We generally provide advance notice of scheduled or anticipated Service Downtime, but Downtime may occur at any time and without advance notice and may last longer than anticipated or communicated. Because Users are located in various time zones, we are unable to commit to any specific time of day when we schedule Downtime. If you or your Users elect to use any additional services offered by us, including but not limited to managed services, or engage any third-party services or external tools through a designated management console or other means that we may provide as part of the service from time to time, you acknowledge and agree that you shall be solely responsible for all acts, omissions, and performance of such third parties and external tools, and for any consequences or results of their use, as if such actions were performed directly by you. You and Users must comply with all rules and requirements stipulated by us in connection with such services and shall also comply with any rules or terms required by any such third-party service or external tool. Without limiting the generality of Section 20, you and your Users agree to indemnify, defend, and hold us harmless from and against any and all claims, damages, liabilities, losses, and costs (including reasonable attorneys’ fees) arising out of or related to the use of such third-party services or external tools.
Users. The Service may be accessed only by Users who are authorized to do so by an Advertiser and then only in accordance with these Terms. To access the Service, a User will use their validated email and system-generated password to log-in to an account created by SmartNews (each, an Account) and accept these Terms. Users will only consist of: (i) employees of Advertiser, and (ii) third party contractors of Advertiser, including advertising agencies, who are at that time providing related services to Advertiser that require access to the Service and who do not compete with us (Permitted Contractors). Employees of, or contractors for, our competitors are prohibited from accessing or using the Service without our express prior written consent, which consent may be withheld in our sole and absolute discretion. Advertiser is fully liable for the acts and omissions of Permitted Contractors. We may terminate an Advertiser’s or a User’s Account immediately if we believe there has been a violation of these Terms. To register for an Account, Advertiser and each authorized User needs a valid Advertiser email address and to provide certain additional information (Registration Information). For the processing of the Registration Information, we are the data controller. To the extent that you provide us with any Personal Data (as such term or similar applicable term is defined by Applicable Laws), you grant us a limited, non-exclusive license to store, use, and process such Personal Data subject to the terms of these Terms and our Privacy Policy and Ads Data Policy. The Service is not for use by persons under 18 years old (or the age of majority in the jurisdiction in which the person resides) and such persons may not create or access an Account.
Privacy Policy. Use of the Service is also subject to our Ads Data Policy and our Privacy Policy, which are made part of these Terms. We may update the Ads Data Policy and/or Privacy Policy from time to time. Each such update will include the date of the last revision. Please note: We have, and the account administrator at Advertiser that authorizes a User to access the Service may have, and may authorize other Users to have, the ability to monitor and track a User’s use of the Service.
Support. We will provide you with basic in-Service online and follow-on e-mail support in connection with your use of the Service (Support). We may subcontract Support services at our discretion without notice or consent. You understand that we are not responsible to provide Support for any issues resulting from problems, errors, or inquiries related to your systems, hardware, software, or Internet service.
Service License. Subject to your ongoing compliance with these Terms and for so long as Advertiser has an active Account and is in good standing, we grant you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the object code of the Service. All intellectual property rights of any nature in the Service and underlying data, and any associated metadata, together with our methods, techniques, graphics, images, designs (including user interfaces and dashboards), navigation, algorithms, tools, trade secrets, or other intellectual property rights of any nature used to provide the Service (collectively, our Background IP) remain solely with SmartNews and its licensors. For clarity, Background IP excludes any Advertiser Content.
Advertiser Content.
Advertiser Content. In using the Service, you will input Advertisements and other materials, which may include scripts, creative works, text, images, videos, and data, that are owned or licensed by Advertiser (collectively, Advertiser Content). You, not us, have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to input and use, all such Advertiser Content. For clarity, there is no transfer of ownership of Advertiser Content from Advertiser to us under these Terms.
License to Advertiser Content. Advertiser hereby grants us and our service providers a non-exclusive, worldwide, transferable, fully-paid, royalty-free, and sublicensable license to use, reproduce, modify, adapt, distribute, publish, translate, publicly display, store, tag, create derivative works from, and transmit Advertiser Content in connection with the Service. We may use the Advertiser Content for any purpose related to the Service, including (i) making Advertiser Content available on the Service; (ii) formatting or summarizing Advertiser Content; (iii) placing advertising and other data around Advertiser Content; (iv) enhancing our services and products; (v) syndicating or distributing Advertiser Content to third parties; (vi) archiving Advertiser Content, and (viii) licensing Advertiser Content to advertisers for inclusion in third party platforms.
Advertising Policy. Advertiser Content must comply with our US Advertising Policy (the Advertising Policy), the current version of which is located at https://us-advertising.smartnews.com/ad-policies/ and which is made part of these Terms. We may update the Advertising Policy from time to time. Each such update will include the date of the last revision. We may ask you to supply information reasonably necessary to confirm that Advertiser Content, or any a website linked from an advertisement, complies with the then-current Advertising Policy.
Violations. We may require you to revise or replace relevant portions of such Advertiser Content, or, we may elect to suspend running the associated Advertisement(s) or suspend providing the Service (or portions thereof) to you if we determine, in our reasonable judgment, that (i) Advertiser Content violates the Advertising Policy, regardless of whether the associated Advertisement(s) have yet to commence running or are running or (ii) the subject matter of certain Advertisements is, or could reasonably be viewed as being, inappropriate in light of prevailing circumstances (for example, following an incident, accident, disaster, or other event of a nature such that a responsible and prudent advertiser would, in the ordinary course, refrain from placing or continuing the run of advertisements containing or relating to such subject matter for a reasonable period of time following such event, or where a valid complaint has been threatened or submitted by a third party). The manner and/or timing with which we provide you with any notice about your violations will be dependent on the nature of the violation as determined by us in our sole discretion. We will have no liability to you of any nature as a result of such Advertisements not being accepted for placement or having their runs suspended or ended prematurely.
Placement Deadlines. You will submit Advertiser Content by the deadline and in a manner specified in the Service or otherwise as set forth by SmartNews in writing. We will have no liability to you of any nature as a result of Advertisements not being accepted for placement or not commencing their runs as otherwise scheduled due to late or improper delivery of Advertiser Content.
Fees.
Advertising Fees.
Advertising fees (Fees) are as set forth in the Service and are incurred when impressions, clicks, conversions, and other conditions set forth in the Service or otherwise as set forth by us are met.
Fees quoted in the Service or otherwise by us are firm and not subject to audit, price revision, or price predetermination and are not subject to trade or other discounts (other than discounts expressly set forth in the Service or otherwise by us in writing). You acknowledge that pricing is based on the provisions of these Terms providing for an agreed allocation of the risk. You further acknowledge that the pricing and terms would have been different if there had been a different allocation of the risk.
Suspension of placed Advertisements, or a change in the advertising period, may take time before it is reflected in the Service, and we may charge Fees for Advertisements that run prior to such reflection.
Preparation of a budget does not guarantee that Fees due will not exceed the budget, and we may charge Fees for any advertising placement that exceed a budget.
You will not fulfill impressions, clicks, conversions, or other conditions by automated or other improper methods, or allow another party to use such methods. If we believe that such methods have been used, such impressions, clicks, conversions, or other conditions that are reasonably presumed to have been made by such methods will be deemed to be invalid.
Invoicing and Payment.
Fees, plus any applicable taxes, are invoiced monthly in arrears on or before the sixth (6th) business day of each calendar month for the prior month.
Unless otherwise set forth in the Service or otherwise in writing by us, payment terms are Net 30 from the date of invoice.
Payment will be made by ACH or wire transfer to an account we designate in writing for this purpose.
If Advertiser requires the use of a purchase order, Advertiser is responsible for providing the applicable purchase order prior to the applicable invoice date.
If Advertiser has set up a direct debit, we will not debit the designated account before seven (7) days have elapsed from the date of the invoice. If satisfactory open account credit is established, then until withdrawn, terms of sale are net thirty (30) days up to the available credit limit.
Advertiser will pay all amounts indicated on each invoice without setoff for any amount due to us regardless of any controversy that may exist.
If Advertiser fails to pay as required by these Terms, or if we have reason to suspect Advertiser’s financial condition or other circumstances do not warrant providing the Service on terms, we may at any time limit or cancel credit and demand payment in advance. Once paid, the deposit will be used to pay Fees as they become due and payable. If we reasonably determine that the deposit is insufficient, we may, without any advance notice to you or compensation to you, may temporarily suspend the Service until the deposit is increased. If and only if there are no Fees due (or to the extent any are in dispute) and no Fees that are to be incurred in the future, Advertiser may request a return of the remaining balance of the deposit once per quarter, and upon such demand we will return the balance of the deposit by remittance to an account of the financial institution designated by Advertiser. The deposit will not bear interest.
If Advertiser in good faith disputes all or any portion of the Fees in any invoice, Advertiser may withhold payment of the amount in dispute pending resolution of the dispute; however, we reserve our rights at law and at equity with respect to such sums. Advertiser will notify us within three (3) business days from the date of receipt of an invoice if Advertiser rejects all or part of the Fees in such invoice. Advertiser must provide written reasons for such rejection and the parties will attempt in good faith to resolve any controversy or complaint within ten (10) business days of the notification. Notwithstanding the foregoing, Advertiser is obligated to timely pay any undisputed portion of the invoice.
