SmartNews Ads利用規約 | SmartNews Adsデータポリシー (JP) | SmartNews Ads Terms of Service | SmartNews Ads Data Policy (US) | 利用規約改訂のお知らせ

SmartNews Ads利用規約

お客様は、利用される広告アカウントのリージョン設定により、それぞれ以下の規約に同意するものとします。

● 日本リージョン：
- SmartNews Ads利用規約 (日本語、English)
- SmartNews Adsデータポリシー (JP) (日本語、English)
● 米国リージョン：
- SmartNews Ads Terms of Service
- SmartNews Ads Data Policy (US)

SmartNews Ads利用規約（日本リージョン対象）

この日本リージョン対象SmartNews Ads利用規約（以下「本規約」といいます）は、スマートニュース株式会社（以下「当社」といいます）が運営する媒体上に設置された広告枠その他当社の取り扱う広告媒体の広告枠（以下「本広告枠」といいます）に広告の掲載を申し込むお客様（以下「お客様」といいます）と当社との間で、日本リージョンの広告掲載に関する権利義務を定めるものです。当社がお客様から取得する個人情報その他の情報については、SmartNews Adsデータポリシー(JP)が併せて適用されます。また、お客様がSmartNews Ads APIへのアクセスや使用を希望する場合、当該アクセスや使用（お客様が指定する第三者を通じて行われるものを含みます）については、別途定めるSmartNews Ads APIアクセス利用規約が適用されます。本規約、SmartNews Adsデータポリシー(JP)、SmartNews Ads APIアクセス利用規約を総称して、「本規約等」といいます。

お客様と当社との関係
1. 当社は、お客様に対し、本広告枠に広告を掲載するサービス（広告配信レポートサービス等の付随するサービスを含み、以下「本サービス」といいます）を提供し、お客様は、本サービスの対価として当社に広告料金（以下「広告料金」といいます）を支払います。なお、広告代理店（メディアレップを含みます。以下同様）にグロス価格で販売する広告メニューについては、当社と別途合意する代理店手数料を除いた金額を広告料金とします。
2. お客様は、広告代理店として、本広告枠に広告を掲載する広告主その他の第三者（以下「クライアント」といいます）のために本サービスを利用する場合、クライアントのために本サービスを利用するための正当な権限を有することを保証し、本規約をクライアントに遵守させ、クライアントによる本規約の違反についてクライアントと連帯して責任を負います。
3. 当社は、当社の責任と裁量により、本サービスに関する業務の全部又は一部を第三者に再委託することができます。
契約の成立
1. お客様は、本サービスの利用を希望する場合、①本サービスが現状有姿で提供されるものであり、当社が書面等により別途明確に保証したものを除き、本サービスの品質、目的適合性、機能性、成果、結果、正確性及び精度（広告掲載の順位、タイミング及び回数、インプレッション数、クリック数、予算管理その他の目標指標、広告効果等の計測及びレポート、ターゲティングの指定及び捕捉に関するものを含みますが、これらに限られません）並びに本サービスに関する第三者が行う一切の行為（その方法や意図、広告のアクセス、閲覧、クリック等を含みますが、これらに限られません）について何ら明示又は黙示に表明又は保証するものではないこと、②法令又は契約により明示的に義務付けられる場合を除き、当社は、本サービスの欠陥、エラー、バグ等をお客様に通知等を行う義務を負わないこと、及び、③当社が書面等により別途明確に異なる約束を行った場合を除き、本サービスの具体的な仕様等は当社がその裁量により決定及び変更することができ、かかる決定及び変更を行うこと及び行ったことについてお客様に対して何ら責任を負わないことを了承し、本規約に同意のうえ、当社所定の方法で、本サービスに申し込むことができます。
2. 当社は、前項の申込みを受けた場合、当社所定の基準によりお客様による本サービスの利用の可否を審査し、その結果をお客様に対して当社所定の方法で通知します。当社は、お客様の申込みに不備があった場合、お客様に対して、不備の修正を求めることができます。
3. 当社がお客様の申込みを承諾した時点で、お客様と当社との間で個別の契約（以下「個別契約」といい、本規約と個別契約を総称して、以下「本契約」といいます）が成立します。個別契約の規定が本規約に矛盾抵触する場合、個別契約の規定が優先します。
4. お客様は、お客様の申込みその他、本契約に関する一切の意思表示が、お客様または正当な権限を有するお客様の従業員等によってお客様の内部手続を適正に経たうえで行われることを保証し、当該意思表示の効力がお客様に帰属することに同意します。
本サービスの利用
1. お客様は、当社が別途定める入稿期限までに当社が別途指定する方法により、広告を入稿します。
2. お客様は、本サービスを利用するにあたり、当社が別途定め必要に応じて随時改定する広告掲載に関するルール（以下「広告掲載基準」といいます）を遵守しなければなりません。当社は、お客様が最新の広告掲載基準を随時参照できるよう合理的な措置を講じます。
3. 当社は、お客様に対し、お客様の広告（原稿、クリエイティブを含みます）又は広告の誘導先ウェブサイト（総称して、以下「広告等」といいます）が広告掲載基準を遵守していることを確認するために合理的に必要な資料及び情報の提供を求めることができます。
4. 当社は、お客様の広告等が広告掲載基準に反すると合理的に判断する場合、広告掲載開始の前後を問わず、当社の選択により、お客様に対し当該広告等の修正を求め、又は当該広告等の掲載を停止することがあります。また、お客様の広告等が広告掲載基準に継続的に違反する場合、又は改善の意思が見込めない場合、本サービスの提供を中止することができます。また、広告掲載が不適切であると当社が合理的に判断する事象が発生した場合（事件、事故、災害等の発生により広告掲載を自粛すべき場合、第三者からクレーム等を受けた場合を含みますが、これらに限られません）も同様とします。
5. お客様は、本サービスの利用に際し、所定の管理画面を通じて第三者の提供するツール（以下「外部ツール」といいます）を利用し、又は第三者に本サービスを利用させることができます。お客様は、自身の責任で外部ツールを利用し、又は第三者に本サービスを利用させるものとし、当該利用に関して当社が別途定めるポリシーが存在する場合にはこれを遵守し、又は当該第三者にこれを遵守させる責任を負うものとします。
6. お客様は、本サービスの利用に際し、当社からアカウントやAPI_KEY（総称して以下「アカウント等」といいます）を提供された場合、不正利用等を防止するための合理的な措置を講じてアカウント等を厳重に管理し、当社の事前の書面による同意なくこれを第三者に利用させてはなりません。当社の当該同意の有無にかかわらず、お客様のアカウント等を通じて行われた行為はお客様自身の行為とみなされ、これによる不利益はすべてお客様の負担となります。
7. 本サービスのサーバ、ネットワーク、ソフトウェア等（当社が利用する第三者のものを含みます）の保守点検、メンテナンス等のために本サービスを提供できない場合、又は天災地変、停電、通信回線の事故、インターネットインフラの不具合、ストライキ、テロ、戦争、暴動、その他当社の合理的な支配の及ばない事由により本サービスを提供できない場合、当社は、お客様に事前に通知することなく、かつ、お客様に何ら補償を行うことなく、一時的に本サービスの提供を中断することがあり、お客様は予めこれを承諾します。
8. 本サービスの利用に際して、当社がお客様から取得する個人情報その他の情報については、当社の SmartNews Adsデータポリシー（JP）にしたがって取扱います。なお、当社がユーザ（本サービス以外の当社サービスの利用者をいいます。）から取得する個人情報その他の情報については、当社のプライバシーポリシーにしたがって取り扱います。
広告料金の支払い
1. 広告料金は、インプレッション、クリック、コンバージョンその他の当社が本サービスの種類に応じて別途定める条件を満たすことによって発生します。なお、お客様は予め以下の各事項を承諾します。
  - A.広告掲載の停止又は期間変更はシステムに反映されるまで時間を要することがあり、当社は反映前に行われた広告掲載にかかる広告料金を請求できること
  - B.予算の設定は予算を超える広告掲載が行われないことを保証するものではなく、当社は予算を超えて行われた広告掲載にかかる広告料金を請求できること
  - C.自動化その他の不正な方法によりインプレッション、クリック、コンバージョンその他の条件を満たし、または第三者にかかる方法を用いさせないこと。なお、かかる不正な方法が用いられたと当社が判断した場合は、当該方法によると合理的に推定されるインプレッション、クリック、コンバージョン等は無効とします。
2. 当社は、毎月末日締めで広告料金を算定し、翌月第5営業日までに当社所定の方法により請求書を発行します。
3. お客様は、請求書に異議がない場合（請求書発行日から3営業日以内に合理的理由とともに異議を述べない場合、異議がないものとみなします）、請求書記載の広告料金を請求書発行日が属する月の末日までに当社が別途指定する金融機関の口座に振り込んで支払います。振込手数料は、お客様の負担とします。
4. お客様が請求書に異議を述べた場合、広告料金のうち、異議のない金額については前項の定めに従って支払うものとし、異議のある金額については誠実に協議のうえ対応を決定するものとします。
5. 前三項に関わらず、お客様がクレジットカード払いを選択し当社がこれを承諾した場合は、広告料金が一定額に達する都度及び毎月月末時点の広告料金をご請求します（なお、月末の広告料金については翌月1日のご請求となります）。支払日等については、ご利用のクレジットカード会社等にご確認ください。
6. クライアントのために本サービスを利用するお客様について、クライアントからお客様に対する不払いその他の債務不履行があっても、お客様の広告料金支払債務は免除又は延期されません。
7. 正当な理由なく広告料金の支払いを遅延した場合、当社は以下の措置をとることができます。
  - A.お客様に対し、支払期日の翌日から支払済みに至るまで年14%の延滞損害金を請求することができます。
  - B.遅延した広告料金全額及び延滞損害金の支払いがあるまで広告配信を停止することができます。
8. 当社は、与信金額が当社所定の最低金額に満たないお客様に、本サービスの利用に先立ってデポジットの支払いその他の措置を要請できるものとします。デポジットは、毎月の広告料金の弁済に充当されます。デポジットが不足すると当社が合理的に判断した場合、当社は、お客様に事前に通知することなく、かつ、お客様に何ら補償を行うことなく、一時的に本サービスの提供を中断することがあり、お客様は予めこれを承諾します。お客様は、未払いの広告料金又は将来発生することが確実な広告料金がない場合に限り、四半期に１回の頻度でデポジットの返還を請求することができ、当社はかかる請求後遅滞なく、お客様が別途指定する金融機関の口座に振り込んでデポジットを返還します。振込手数料は、当社の負担とします。なお、デポジットに利息は発生しません。
お客様の責任
1. お客様は、当社に提供又は本サービスに登録する情報が、真実、正確かつ最新の情報であることを保証し、変更が生じた場合は当社に遅滞なく通知するものとします。
2. お客様は、お客様の広告等について、以下の事項を保証します。
  - A.法令、監督官庁のガイドライン又は適用ある自主規制ルール（当社の広告掲載基準を含みます）に違反しないこと（当社への情報提供につき本人の同意の取得が義務付けられている場合は、お客様において当該本人の同意を取得することを含みます）
  - B.当社又は第三者の権利（著作権、著作者人格権、商標権、意匠権、特許権、実用新案権、名誉権、プライバシー権、パブリシティ権、肖像権、その他法令上又は契約上の権利を含みますが、これらに限られません）を侵害しないこと
  - C.正確かつ最新の情報であり、虚偽の情報、閲覧者に誤解や混乱を生じさせる情報、公序良俗に反する情報、コンピュータウイルス、その他の有害な情報を含んでいないこと
3. お客様の広告等に関して、当社が第三者（クライアントを含みます）から苦情、警告、異議、クレーム、請求、訴訟提起等を受けた場合（これらが当社の責めに帰すべき事由による場合を除きます）、お客様は自己の費用と責任によりこれを解決するものとし、当社に迷惑を及ぼさないものとします。
4. お客様は、前三項に違反したことに起因して、当社が何らかの損害を被った場合、これを補償します。
データの利活用に関する制限
1. お客様は、本サービスから取得、受信、派生した広告関連データ（以下「当社広告データ」といいます）について、当社と別途書面により合意した場合を除き、当社との広告取引の目的以外に利用することはできません。
2. お客様は、当社広告データについて、特定のユーザー識別子、端末識別子、ブラウザ情報その他の識別情報と紐づけて、ユーザープロフィールを構築することはできません。
秘密保持
1. 本契約において秘密情報とは、本契約に関連して知った相手方の情報であって相手方が秘密であることを明示したものをいいます。ただし、次のいずれかに該当する情報を除きます。
  - A.開示の時点で、既に公知となっていたもの
  - B.開示の後、自らの責によらず公知となったもの
  - C.開示の時点で、既に自ら保有していたもの
  - D.正当な権限を有する第三者から秘密保持義務を負うことなく開示されたもの
  - E.秘密情報によることなく、独自に開発したもの
2. 当社及びお客様は、秘密情報を厳に秘密として保持し、相手方の書面による承諾がある場合を除き、本契約の履行以外の目的で使用してはならず、かつ第三者に対しこれを開示又は漏洩してはなりません。ただし、当社及びお客様は、本契約の履行のために秘密情報を知る必要のある自己の役員及び従業員に対して、本条に定める秘密保持義務を遵守させることを条件として、相手方の同意なく秘密情報を開示することができます。
3. 前項の定めにかかわらず、当社及びお客様は、法令又は金融商品取引所の規則に基づいて秘密情報の開示を要求された場合、相手方に事前に（これが困難な場合は事後速やかに）通知することを条件として、開示が必要とされる限度でこれを開示することができます。
4. 当社及びお客様は、相手方が本条に違反した場合、相手方に対して、かかる違反に起因して被った損害の補償に加え、被害の継続拡大の防止に必要かつ適切と自らが判断する措置（漏洩行為の差止めを含みますが、これに限られません）を請求することができます。
解除
1. 当社及びお客様は、相手方に以下のいずれかに該当する事由が生じた場合、相手方に通知することにより直ちに本契約を解除することができます。
  - A.本契約のいずれかの条項に違反し、催告後10日が経過しても当該違反を是正しない場合
  - B.相手方又はその役職員による重大な法令違反又はそのおそれ、犯罪行為又はその嫌疑、その他社会的信用を失墜させる事態が発生し、本契約の継続が相応しくないと合理的に判断される場合
  - C.監督官庁から営業の停止、その他の行政処分を受けた場合
  - D.差押、仮差押、仮処分、競売の申し立てを受け、又は公租公課の滞納について督促を受けた場合、破産、民事再生、会社更生、特別清算、その他の倒産手続開始の申立てがあった場合、手形交換所の取引停止処分を受けた場合、その他、信用状態の著しい悪化が認められた場合
  - E.解散、営業又は事業の全部又は重要な一部の譲渡、自らが消滅会社となる合併を決議した場合
  - F.前各号に類する事由が生じ、本契約の継続が困難であると当社が合理的に判断した場合
2. 当社は、3ヶ月以上継続して本サービスを利用していないお客様に照会し、その後1ヶ月以内にお客様より本契約を継続する意思を確認できない場合、お客様に通知することなく直ちに本契約を解除することができます。お客様が1年以上継続して本サービスを利用していない場合も同様とします。
3. 第１項に定める事由のいずれかに該当した当事者及び前項に基づいて本契約を解除された当事者は、当然に期限の利益を喪失し、本契約に基づく一切の債務を直ちに弁済しなければなりません。
損害賠償
当社及びお客様は、何らかの理由により相手方に対し損害を与えた場合であっても、本規約に別段の定め（5.4条を含みます）のある場合及び自己に故意又は重大な過失がある場合を除き、損害を賠償する責任を負わないものとします。また、本規約に別段の定め（5.4条を含みます）のある場合を除き、損害を賠償する責任を負う場合であっても、相手方に生じた損害のうち、現に発生した直接かつ通常の範囲内の損害について、当該損害に直接の関連を有する個別契約に定める広告料金の金額を上限として賠償する責任を負うものとし、付随的損害、間接損害、特別損害、将来の損害及び逸失利益について賠償する責任を負いません。
反社会的勢力の排除
1. 当社又はお客様は、自己又はその代表者、役員、実質的に経営権を有する者（以下「関係者」といいます）が、現在、暴力団、暴力団員、暴力団員でなくなったときから５年を経過しない者、暴力団準構成員、暴力団関係企業、総会屋、社会運動等標ぼうゴロ、政治運動標ぼうゴロ、特殊知能暴力集団、その他これに準ずる者（以下「反社会的勢力」といいます）に該当しないことを表明し、かつ、将来にわたっても該当しないことを確約します。また、お客様は、クライアント及びその関係者が、現在、反社会的勢力に該当しないことを表明し、かつ、将来にわたっても該当しないことを確約します。
2. 当社又はお客様は、自ら又はその関係者が、直接的又は間接的に、次の各号に該当する行為を行わないことを確約します。また、お客様は、広告主又はその関係者をして、直接的又は間接的に、次の各号に該当する行為を行わせないことを確約します。
  - A.暴力的な要求行為
  - B.法的な責任を超えた不当な要求行為
  - C.取引に関して、脅迫的な言動をし、又は暴力を用いる行為
  - D.風説を流布し、偽計を用い又は威力を用いて相手方の信用を毀損し、又は相手方の業務を妨害する行為
  - E.その他前各号に準じる行為
3. 当社又はお客様は、相手方が前二項に定める表明事項又は確約事項のいずれかに違反することが判明した場合、何らの催告を要することなく、本契約を解除することができます。本項により本契約を解除した当事者は、解除によって相手方に生じた損害を賠償する責任を負いません。また、本項による解除は、解除を行った当事者による相手方に対する損害賠償請求を妨げるものではありません。
権利譲渡の禁止
当社及びお客様は、相手方の書面による承諾なく、本契約上の地位及び本契約に関連して発生する権利義務を、第三者に譲渡し、担保に供し、又は承継させることはできません。
残存条項
本契約が理由を問わず終了した場合であっても、本契約の終了後に関する本規約の規定は有効に存続します。
準拠法及び合意管轄
本契約の準拠法は日本法とし、本契約に関する訴訟については、東京地方裁判所又は東京簡易裁判所を第一審の専属的合意管轄裁判所とします。
本規約等の変更
1. 当社は、必要に応じて随時、本規約等を変更することがあります。本規約等を変更する場合、当社は、変更内容に応じて通知その他適切な変更手続きを実施します。
2. 本規約等の変更が通知された後もお客様またはお客様の従業員等が継続して本サービスにアクセスするかこれを利用することにより、お客様及び当該お客様の従業員等は、更新後の本規約等に拘束されることに同意したものとします。更新後の本規約等に同意しない場合は、本サービスへのアクセス及び利用をすべて停止してください。
3. 前二項に関わらず、以下に定める場合、当社が変更内容及び効力発生時期を適切な方法で周知することにより、お客様は、変更後の本規約等に同意したものとみなされます。
  - A.お客様一般の利益に適合する場合
  - B.本規約等の目的に反せず、法令、税制、経済情勢、社会情勢、本サービスの需要、当社の経営環境、その他、諸般の事情により変更の必要があり、変更後の内容が相当である場合

附則：お客様が本規約に同意する以前に当社とお客様との間で成立した本サービスに関する契約、その他一切の合意は、お客様が本規約に同意することにより失効し、以後、本サービスに関しては本規約が適用されます。

2025年6月11日改定

以上

(English translation for your reference)

SmartNews Ads利用規約 | SmartNews Adsデータポリシー (JP) | SmartNews Ads Terms of Service | SmartNews Ads Data Policy (US)

SmartNews Ads Terms of Service

The customer agrees to the following terms based on the region settings of the advertising account they use.

● Japan Region:
- SmartNews Ads Terms of Service (Japanese, English)
- SmartNews Ads Data Policy (JP) (Japanese, English)
● US Region:
- SmartNews Ads Terms of Service
- SmartNews Ads Data Policy (US)

JP Region: SmartNews Ads Terms of Service

This is the English translated version for reference. In the event of discrepancy between the English version and the Japanese version of the Terms, the Japanese-language version shall prevail.

These SmartNews Ads Terms of Service for the JP region ("Terms of Service") set forth the rights and obligations concerning advertisement placement in the JP region between a customer ("You") who wishes to place an advertisement in the advertisement slots on media operated by SmartNews, Inc. ("Company") and other ad slots on certain advertising media handled by the Company ("Advertisement Slot(s)"), and the Company. The SmartNews Ads Data Policy (JP) shall also apply to any personal information and other data obtained from You by the Company. In addition, if you wish to access or use the SmartNews API, such access or use (including when conducted through third parties designated by you) will be subject to the separately stipulated SmartNews Ads API Access Terms of Service. This Terms of Service, the SmartNews Ads Data Policy (JP), and the SmartNews Ads API Access Terms of Use are collectively referred to as the “Terms.”

Relationship between You and the Company
1. The Company will provide You with the service of placing advertisements in the Advertisement Slots (including the service of reporting related to advertisements and other incidental services, "Service") and You will pay the Company an advertising fee ("Advertising Fee") as remuneration for the Service. With respect to advertisement menus sold to advertising agencies (including media reps; the same shall apply hereinafter) at gross prices, the amount that excludes an agency fee to be separately agreed with the Company shall be the Advertising Fee.
2. If You, acting as an advertising agency, are to use the Service for an advertiser placing an ad on the Advertisement Slot or other third party ("Client"), You warrant that You have a valid right to use the Service for the Client, and You shall cause the Client to comply with the Terms of Service and be jointly and severally liable with the Client for any breach of the Terms of Service by the Client.
3. The Company, at its own liability and discretion, may entrust work concerning the Service, in whole or in part, to a third party.
Formation of the Agreement
1. If You wish to use the Service, You understand that: (i) the Service will be provided "as is," and except as otherwise expressly warranted in writing by the Company, the Company makes no representation or warranty, express or implied, regarding the quality, fitness for any purpose, functionality, results, outcomes, accuracy or precision of the Service (including, but not limited to, ranking of ads, timing and frequency of ads placements, number of impressions, number of clicks, budget management and other target metrics, measurement and reporting of advertising effectiveness, etc., targeting and its specifications), as well as any actions taken by third parties in connection with the Service (including, but not limited to, the method and intent of accessing, viewing, and clicking on advertisements); (ii) except as otherwise expressly required by law or contract, the Company shall not be obligated to notify You of any defects, errors, bugs, etc. in the Service, and (iii) except as otherwise expressly promised in writing by the Company, the Company may, at its discretion, determine and change the specifications of the Service, and the Company shall not be liable to You in any way for making or having made such determination or change, and You consent to the Terms of Service before making a request to use the Service in a manner prescribed by the Company.
2. Upon receipt of a request of the preceding paragraph, the Company will use its prescribed standards to determine whether You may use the Service, and notify You of the result in a manner prescribed by the Company. If Your request is incomplete, the Company may ask You to remedy the incompletion.
3. When the Company accepts Your request, an individual agreement between You and the Company ("Individual Agreement"; collectively with the Terms of Service, "Agreement") will be formed. If any of the provisions of an Individual Agreement conflicts with the Terms of Service herein, the provisions of an Individual Agreement shall supersede them.
4. You warrant that Your requests and all other manifestations of Your intent concerning the Agreement are made by You or Your duly authorized employee and other representatives, after having properly undergone Your internal procedures, and agree that the effect of such expression of intent shall be attributable to You.
Use of the Service
1. You will submit an advertisement by the deadline separately set forth by the Company and in the manner separately designated by the Company.
2. In using the Service, You must comply with the advertising rules ("Advertising Standards") separately set forth and revised as needed by the Company. The Company will take reasonable measures to allow You to view the latest Advertising Standards at any time.
3. The Company may ask You to supply materials and information reasonably necessary to confirm that Your advertisement (including script and creative work) or a website linked from an advertisement (collectively, "Advertisement, etc.") meet the Advertising Standards.
4. If the Company reasonably determines that Your Advertisement, etc. violates the Advertising Standards, regardless of whether the advertisement has run, the Company may choose to demand that You revise the Advertisement, etc., or to suspend the display of the Advertisement, etc. In addition, if Your Advertisement, etc. continuously violates the Advertising Standards, or if there is no reasonable expectation of improvement, the Company may suspend the provision of the Service. Furthermore, in the event where the Company reasonably determines that placing an advertisement is inappropriate (including, but not limited to, cases where following an incident, accident, disaster etc., advertisers should refrain from advertising or where a complaint was filed from a third party), the same shall apply.
5. You may use third-party tools ("External Tools") through the designated management console when using the Service, or allow third parties to use the Service. You shall be solely responsible for the use of External Tools or allowing third parties to use the Service, and in the event that there are any policies separately established by the Company regarding such use, you must comply with them or ensure that the relevant third parties comply with them.
6. If when using the Service You receive an account and API_KEY (collectively, "Account, etc.") from the Company, You will take reasonable measures for preventing unauthorized use and strictly manage the Account, etc., and shall not allow a third party to use the same. Any conduct made through Your Account, etc. shall be deemed to be Your conduct, and You shall be liable for any loss caused by the foregoing.
7. If the Service is not available because of the maintenance and inspections of the Service server, networks, software, etc. (including those of a third party that the Company uses), or if the Service may not be provided because of force majeure, blackout, communication line problem, internet infrastructure problem, strike, terrorism, war, riot, or any other event beyond the Company's reasonable control, the Company may suspend the Service temporarily without any advance notice to You or compensation to You, and You consent to the foregoing in advance.
8. The Company will handle the personal information and other information obtained from You in connection with use of the Service in accordance with the SmartNews Ads Data Policy (JP). Any personal information or other data obtained by the Company from users (meaning users of the Company’s services other than this Service) shall be handled in accordance with the Company’s Privacy Policy.
Advertising Fee Payments
1. Advertising fees are incurred when impressions, clicks, and other conditions the Company sets forth separately, depending on the type of the Service are met. You consent to the following in advance.
  - 4.1.1Suspension of advertising or change of the advertising period may take time before it is reflected in the system, and the Company may charge any advertising fee for the advertising made prior to such reflection
  - 4.1.2Preparation of a budget does not guarantee that advertising costs will not exceed the budget, and the Company may charge advertising fees for any advertising placement made beyond the budget
  - 4.1.3You will not fulfill impressions, clicks, conversions or other conditions by automated or other unjust methods, or allow another party to use such methods. If the Company determines that such unjust methods have been used, impressions, clicks, conversions, etc. that are reasonably presumed to have been made by such methods shall be invalid.
2. The Company calculates advertising fees as of the end of every month, and issues an invoice in a manner prescribed by the Company by the fifth (5th) business day of the following month.
3. When You have no objections to an invoice (unless You object with a reasonable reason within three (3) business days from an invoice issuance date, You will be deemed to have no objections), You will pay the advertising fee set forth in the invoice by the last day of the invoice issuance month by remittance into an account of the financial institution designated elsewhere by the Company. You shall pay remittance fees.
4. If You object to the invoice, You shall pay the uncontested portion of the advertising fee in accordance with the provisions of the preceding paragraph; treatment of the contested portion shall be determined upon good-faith consultations.
5. Notwithstanding the preceding three paragraphs, if You select credit card payment and the Company accepts such payment method, You will be charged each time the advertising fees reach a certain amount, as well as for the advertising fees incurred as of the end of each calendar month (the monthly charges will be billed on the first day of the following month). For the payment date and other details, please refer to the terms of Your credit card issuer.
6. In the case of Your using the Service for Your Client, even if the Client falls into arrears with payments or other obligations, Your obligations to pay advertising fees will not be waived or their due date extended.
7. If You delay payment of advertising fees with no valid reason, the Company may take any of the following actions.
  - 4.7.1The Company may charge You a late fee of fourteen percent (14%) per annum for the period from the day after the payment deadline until payment is made in full.
  - 4.7.2The Company may suspend delivery of advertisements until the full amount of advertising fees and any late payment penalties are paid.
8. If Your credit amount is below the minimum set forth by the Company, the Company may ask You to pay a deposit or take other measures prior to using the Service. The deposit shall be used to pay monthly advertising fees. If the Company reasonably determines that the deposit is insufficient, the Company, without any advance notice to You or compensation to You, may temporarily suspend the Service and You consent to the foregoing. If and only if there are no advertising fees due and no advertising fees that are certain to be incurred in the future, You may demand a return of the deposit once per quarter, and upon such demand without a delay the Company shall return the deposit by remittance to an account of the financial institution designated by You. The Company shall pay the remittance fee. The deposit will not bear interest.
Your responsibilities
1. You warrant that the information provided to the Company and registered with the Service is true, accurate and current, and agree to promptly notify the Company of any changes thereto.
2. You warrant that Your Advertisement, etc.:
  - 5.2.1is not in violation of any laws, regulations, government agency guidelines or applicable voluntary rules (including Company Advertising Standards); including that, if You are required to obtain the consent of a person whose information is to be provided to the Company, You have obtained such consent from the person.
  - 5.2.2does not infringe on the rights of the Company or a third party (including, but not limited to, copy rights, moral rights of authors, trademarks, design rights, patents, utility model rights, rights to honor, privacy rights, publicity rights, image rights or any other rights under laws, regulations or contracts)
  - 5.2.3contains accurate and current information, and does not contain false information, information that may mislead or confuse viewers, information in violation of public order and morale, computer viruses or other harmful information
3. If with respect to Your Advertisement, etc., the Company receives a complaint, warning, objection or demand from, or if a lawsuit is filed against the Company by, a third party (including the Client), You shall be liable for resolving this at Your own expense without causing inconvenience to the Company.
4. You shall indemnify the Company for any damage arising from a violation of the preceding three paragraphs.
Restrictions on the Use of Data
1. Unless otherwise agreed in writing with the Company, You may not use the advertising-related data obtained, received, or derived from the Service (hereinafter referred to as "Company Advertising Data") for any purpose other than advertising transactions with the Company.
2. You may not link the Company Advertising Data with specific user identifiers, device identifiers, browser information, or any other identifying information to create user profiles.
Confidentiality
1. For the purposes of the Agreement, confidential information means information of the other party that one party has come to learn in connection with the Agreement that the other party explicitly indicated as being confidential; provided, however, that this excludes information that falls under any of the following:
  - 7.1.1Information that was already in the public domain at the time of disclosure;
  - 7.1.2Information which entered the public domain after disclosure for reason not attributable to the information recipient;
  - 7.1.3Information that was already possessed by the other party at the time of disclosure;
  - 7.1.4Information disclosed by a third party with legitimate authority without the imposition of a duty of confidentiality;
  - 7.1.5Information independently developed without reference to confidential information.
2. The Company and You will maintain confidential information in strict confidence and, except for cases with written consent of the other party, will not use confidential information for purposes other than execution of the Agreement, or disclose or divulge such information to a third party; provided, however, that the Company and You may disclose confidential information, without the consent of the other party, to its or Your own officers and employees with the need to know confidential information for the purpose of execution of the Agreement, on the condition that they comply with the confidentiality duties of this Article.
3. Notwithstanding the provisions of the preceding paragraph, upon demand to disclose confidential information pursuant to laws, regulations or the rules of a financial instruments exchange, the Company and You may disclose the foregoing to the extent necessary on the condition of making an advance notice to the other party (if this is difficult, promptly after disclosure).
4. If the other party breaches this Article, the Company or You, as the case may be, may demand from the other party compensation for damage arising from said breach as well as measures it determines to be necessary and appropriate for preventing continuation or spread of the damage (including, but not limited to, injunction against information leakage).
Termination
1. If any of the following applies to the other party, the Company or You, as the case may be, may immediately terminate the Agreement by providing notice to the other party.
  - 8.1.1If it has breached any of the provisions of the Agreement and the breach is not rectified after ten (10) days from a warning.
  - 8.1.2If it or its officers or employees commit or are suspected of committing a serious violation of laws and regulations, or a criminal act, or any other situations that discredit the public arise, and the Company reasonably determines continuation of the Agreement to be difficult.
  - 8.1.3If it is the subject of suspension of business or other administrative disposition by a competent authority.
  - 8.1.4If it is the subject of a petition for attachment, provisional attachment, provisional disposition, auction; has received a warning about being in arrears in regard to taxes or public dues; is subject to a petition for commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation proceedings, or other bankruptcy proceedings; is subject to a transaction suspension disposition by a clearinghouse; or otherwise is found to suffer significant credit deterioration.
  - 8.1.5If it has made a resolution to dissolve, assign all or a material portion of its business or operations, or a merger having itself as an absorbed company.
  - 8.1.6If an event similar to the foregoing items has arisen and the Company reasonably determines continuation of the Agreement to be difficult.
2. If You have not used the Service for three consecutive months or longer, the Company may contact You, and if within the subsequent month the Company is unable to confirm Your intention to continue the Agreement, the Company may terminate the Agreement immediately without any notice to You. The same shall apply if You have not used the Service for one consecutive year or longer.
3. The party that falls under any of the grounds set forth in Article 7.1 or that is the subject of termination of the Agreement pursuant to the preceding two paragraphs will naturally forfeit the benefit of time and must repay all its obligations under the Agreement promptly.
Compensation for Damage
The Company or You for any reason shall not be liable to compensate the other party for any damage, even if the Company or You has caused damage for any reason, except for when the Terms of Service set forth separate provisions (including Article 5.4) or when the Company or You have engaged in willful misconduct or gross negligence. In addition, except as otherwise provided in the Terms of Service (including Article 5.4), even if the Company or You is liable to compensate the other party for any damage, the Company or You shall be liable to compensate for any actual, direct damage to the other party that has actually been incurred within an ordinary scope, to the extent of the amount of advertising fees set forth in an individual agreement having direct relations to said damage, and shall not be liable for incidental damage, indirect damage, special damage, future damage or lost income.
Elimination of Antisocial Forces
1. The Company represents that it and its, and You represent that You and Your, representatives, officers, persons with substantial management control ("Related Persons") currently do not fall under antisocial forces, antisocial force members, individuals who were antisocial force members within the last five years, quasi-members of antisocial forces, companies affiliated with antisocial forces, corporate racketeers (sokaiya), groups engaging in criminal activities under the pretext of conducting social or political campaigns, antisocial forces specialized in intellectual crimes, or any other comparable parties ("Antisocial Forces"), and covenant that they will not fall under any of the foregoing in the future. Moreover, You represent that the Client and its Related Persons currently do not fall under Antisocial Forces and covenant that they will not fall under the same in the future.
2. The Company covenants that it and its, and You covenant that You and Your, Related Persons will not, directly or through a third party, engage in any of the following conduct. You also covenant that You will cause the advertiser or the advertiser's Related Persons not to engage in any of the following conduct directly or through a third party.
  - 10.2.1Violent demands
  - 10.2.2Unreasonable demands exceeding legal accountability
  - 10.2.3With respect to a transaction, engaging in threatening behavior or using violence
  - 10.2.4Spreading rumors, using fraud or force to damage the other party's reputation or obstruct the other party's business
  - 10.2.5Other conduct comparable to the foregoing
3. If the other party is found to have breached any of the representations or covenants in the preceding two paragraphs, the Company or You, as the case may be, may, without the need to warn such party, terminate the Agreement. The party that terminates the Agreement pursuant hereto shall not be liable for any damage caused to the other party from the termination. Termination hereunder does not preclude the party terminating the Agreement from making, against the other party, a demand for compensation for damage.
Prohibition of Assignment of Rights
Without the written consent of the other party, the Company or You may not assign to a third party, create any security interest in, or cause a third party to succeed to, its or Your position under the Agreement or rights or duties hereunder.
Survival of the Provisions
Even if the Agreement is terminated for any reason, the provisions of the Terms of Service concerning after termination of the Agreement shall remain in full force and effect.
Governing Law and Jurisdiction
The Agreement shall be governed by Japanese law, and the Tokyo District Court or the Tokyo Summary Court shall be the exclusive court of first instance over any dispute in connection with the Agreement.
Amendment to the Terms
1. The Company may amend the Terms at any time as necessary. If the Terms are amended, the Company will implement the appropriate change procedure, including providing notice, according to the content of the amendment.
2. By continuing to access or use the Service after any changes to the Terms have been notified, You and Your employees or other representatives shall be deemed to have agreed to be bound by the updated Terms. If You do not agree to the updated Terms, You must cease all access and use of the Service.
3. Notwithstanding the preceding two paragraphs, in the following cases, You shall be deemed to have agreed to the amended Terms by the Company informing You in an appropriate manner of the contents of the amendment and its effective date.
  A. When it is in the general interest of the customer
  
  B. When it does not contradict the purpose of the Terms of Service, and it is necessary due to laws and regulations, taxation, economic conditions, social conditions, demand for the Service, the Company's business environment, and other circumstances, and the content after the amendment is appropriate

Supplementary provision: Any agreement concerning the Service and all other agreements executed by and between the Company and You prior to Your consent to the Terms of Service shall become null and void upon Your consent to the Terms of Service, and subsequently the Terms of Service shall apply to the Service.

Revised on June 11, 2025

SmartNews Ads利用規約 | SmartNews Adsデータポリシー (JP) | SmartNews Ads Terms of Service | SmartNews Ads Data Policy (US)

SmartNews Ads Terms of Service

Customers agree to the following terms based on the region settings of the advertising account:

US Region:
- SmartNews Ads Terms of Service
- SmartNews Ads Data Policy (US)
JP Region:
- SmartNews Ads Terms of Service (JA, EN)
- SmartNews Ads Data Policy (JP) (JA, EN)

US Region: SmartNews Ads Terms of Service

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)). Use of the Service is also subject to our SmartNews Ads Data Policy and SmartNews Privacy Policy, which are incorporated into and made part of these Terms and which shall be referenced herein collectively as these Terms.

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 Ads 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, then, in addition to these Terms, the SmartNews Ads API Access Terms of Service shall apply to such access and use of our SmartNews Ads API and ad data collected through the SmartNews Ads API. The SmartNews Ads API Access Terms of Service are incorporated into and made part of these Terms and shall be referenced collectively as these Terms in this case.

THESE TERMS CONTAIN GENERAL DISCLAIMERS (SECTION 18); DISCLAIMERS OF WARRANTIES (SECTION 19), LIMITATION OF LIABILITY (SECTION 20), AND AN AGREEMENT TO BINDING ARBITRATION, WAIVER OF JURY TRIAL, AND A CLASS ACTION WAIVER (SECTION 23(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 21, 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 Law), 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.
Advertiser acknowledges that (i) User’s actions are considered as Advertiser’s own actions, (ii) Advertiser accepts all responsibility for the actions of Users, and (iii) Advertiser remains fully responsible for any and all action conducted by Users.

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.

Compliance with Applicable Law. Use of the Service is subject to the Applicable Law. Applicable Law means all applicable local, state, federal, national, and international laws, statutes, ordinances, regulations, directives, codes, treaties, orders, and other binding requirements of any governmental authority, regulatory or administrative agency, or body, as may be implemented, amended, extended, superseded, or re-enacted from time to time, including, without limitation, those related to data protection, data privacy, data transfer, international communications, and the export of technical or personal data, that are applicable to the activities, transactions, or obligations contemplated under these Terms or any other terms or policies that are incorporated into or otherwise apply to or govern these Terms, including without limitation, our Privacy Policy and Ads Data Policy.

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.
(a) 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.
(b) 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 (vii) licensing Advertiser Content to advertisers for inclusion in third party platforms.
(c) Advertising Policy. Advertiser Content must comply with our US Advertising Policy (the Advertising Policy), 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 website linked from an advertisement, complies with the then-current Advertising Policy.
(d) 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.
(e) 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.
(a) Advertising Fees.
(b) Invoicing and Payment.
(c) Taxes. Prices quoted or accepted are exclusive of national, federal, state, provincial, municipal, or other government sales, excise, use, occupational, value-added, or other taxes, tariffs, customs, or export duties or fees. All such taxes, duties, tariffs, and fees are Advertiser’s sole responsibility. Fees are subject to increase by the amount of any of these taxes, duties, or fees that we pay or are required to pay or collect relating to the Service. We will normally identify these as separate additional items on the invoice but our failure to do so does not shift responsibility for these items.
(d) Past Due. Any past due balance is subject to a monthly interest charge computed at a periodic rate of one-and-one-half percent (1.5%) per month but not to exceed the highest rate allowed by law, on the past due amount. Advertiser acknowledges that the late payment of any invoice will cause us to lose the use of that money and incur costs and expenses, including administrative and collection costs and/or processing and accounting expenses, the exact amount of which is difficult to ascertain. Therefore, we may also impose a late charge equal to five percent (5%) of such past due balance. Advertiser and we agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to us for the loss suffered from such non-payment by Advertiser. In addition, we may suspend delivery of advertisements until the full amount of Fees and any late payment fees are paid.

Your Warranties.
(a) You warrant that the information provided to SmartNews and registered with the Service is true and accurate. You agree to update the information as needed to keep it current.
(b) You warrant that Advertiser Content:
(c) If SmartNews receives a complaint, warning, objection, or demand from, or if a lawsuit is filed against SmartNews by, a third party with respect to any Advertiser Content, Advertiser is solely liable for resolving this at its own cost and expense without causing inconvenience to SmartNews.

Usage Rules
1. General Usage Rules. Use of the Service is conditioned upon your compliance with the following (the General Usage Rules):
  a) Access to and use of the Service is provided solely and exclusively to benefit Advertiser. The Service may not be used for the benefit of any person other than Advertiser or otherwise providing services for third parties.
  b) You warrant, represent and certify that you have obtained all necessary consents and have the legal right to collect, use, and disclose any Personal Data provided to us in connection with your use of the Service. You further warrant that all such collection, use, and disclosure comply with all applicable privacy and data protection laws, including, but not limited to, the California Consumer Privacy Act (as amended by the California Privacy Rights Act) and other similar US state consumer privacy laws, as applicable (collectively CCPA), and any other laws related to or otherwise applicable to governing the protection of personal data in the jurisdictions where you operate or from where you provide or otherwise receive Personal Data. For purposes of the CCPA, you are considered a Business and we are a Third Party for consumers’ Personal Data you provide to us.
  c) You represent and warrant that you comply with all Applicable Laws and regulations concerning the collection, use, and sharing of Personal Data of individuals under the age of consent for data protection purposes, including but not limited to the US Children's Online Privacy Protection Act (COPPA), which prohibits the collection of Personal Data from individuals under the age of 13 without verifiable parental consent. You further represent and warrant that you do not collect, use, or share the Personal Data of individuals below the applicable age threshold under other relevant laws unless explicitly permitted and all required conditions under such laws are satisfied.
  d) You will not access or attempt to access an Account that is not your Account.
  e) You understand that we are not granting you any licenses or rights to our Background IP, and you agree not to access (other than allowed through the normal and expected use of the Service), copy, or extract any Background IP.
  f) You agree not to “frame,” “mirror,” or serve the Service on any web server or other computer server over the Internet or any other network, or to publish, perform, demonstrate, copy, modify, reproduce, rent, lease, loan, sell, re-sell, distribute or redistribute the Service, or create derivative works of the Service, in any manner or in any form.
  g) You agree (i) not to copy, modify, or reproduce the Service, or to create any derivative works thereof; and (ii) not to rent, lease, loan, sell, re-sell, distribute, or redistribute the Service under any circumstance without our express written consent.
  h) You will not disassemble, decompile, or reverse engineer the Service or permit or assist others to do so. Disassembling, decompiling, and reverse engineering include: (i) converting the Service, or any element or component thereof, including Background IP, from a machine-readable form into a human-readable form; (ii) disassembling or decompiling the Service, or any element or component thereof, including Background IP, by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls the Service’s operation and creating the original source code or any approximation thereof by, for example, studying the Service’s behavior in response to a variety of inputs; or (iv) performing any other activity related to the Service that could be construed to be reverse engineering, disassembling, or decompiling.
  i) You will not remove, obscure, or alter any copyright notices, trademark notices, logos, or similar labels in the Service.
  j) You agree not to collect or harvest any third-party Personal Data, including names, mailing, social media handles, or email addresses, etc., from the Service for any purpose, nor to use such information or the Service for any solicitation purposes.
  k) You agree not to conduct any systematic or automated data collection activities, including scraping, data mining, data extraction, or data harvesting on or in relation to the Service.
  l) You agree (i) not to interfere with or disrupt the Service and/or the servers or networks connected to the Service, or circumvent, disable, or interfere with security features of the Service; (ii) not to exploit the Service in any unauthorized way whatsoever, including by trespass or burdening network capacity.
  m) You agree not to use or launch any automated system, including “robots,” “spiders,” “offline readers,” or other similar systems that send more messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser.
  n) You agree not to use the Service to promote or distribute any viruses, trojans, worms, root kits, spyware, or any other harmful software, programs, routines, applications, or technologies, or which may negatively affect the performance of the Service or a computer or introduce significant security risks to the Service or a computer.
  o) You understand that the Service may be transmitted over various networks and changed to conform and adapt to technical requirements.
  p) You agree not to engage in, facilitate, or further any unlawful conduct in connection with your use of the Service.
  q) If you are located in a country embargoed by the U.S. or are on the U.S. Treasury Department’s list of Specially Designated Nationals, you may not access or use the Service.
1. Special Usage Rules for Use of SmartNews Business Tools. Use of the Business Tools (as defined below) made available by SmartNews is additionally conditioned upon your compliance with the following (the Special Usage Rules): The Special Usage Rules and General Usage Rules may be collectively referred to herein as Usage Rules.

Advertising Data.
(a) We collect, analyze, and audit advertising data and other information relating to the access, provision, use, and performance of the Service, including ad placement and associated metadata (collectively, Advertising Data), and we may use Advertising Data and other information to monitor and enforce these Terms and to develop and improve the Service and other offerings, and disclose Advertising Data and other information (other than to you) solely in an aggregated and anonymized format that does not permit identification of Advertiser or any User, apart from disclosures pursuant to legal order or process, investigation, enforcement action, or to the extent Advertiser that has authorized such disclosure.
(b) You may not use any Advertising Data obtained, received, or derived from us or from the Service for any purpose other than required for your use of the Service, unless otherwise agreed in writing with us.
(c) You may not link any Advertising Data to specific User identifiers, device identifiers, browser information, or other identifying information to build User profiles.

Feedback.
You may from time to time provide us with suggestions or comments for enhancements or improvements, new features or functionality, or other feedback with respect to the Service and our platforms (Feedback). We have full discretion to determine whether to proceed with the development of any requested enhancements or suggestions. You hereby grant us a worldwide, perpetual, irrevocable, transferable, sublicensable, and royalty free license to use, modify, duplicate, transfer, incorporate into the Service, and to otherwise realize upon, without the duty to account to you for such use, the Feedback.

Confidentiality
a) Confidential Information means all data, information, or materials (whether in tangible or intangible form) belonging to the disclosing party or its affiliates (Discloser) and disclosed to the receiving party or its affiliates (Recipient) in connection with use of the Service. Such Confidential Information (i) will be marked in writing as confidential, proprietary, or a similar manner; (ii) will be identified as proprietary or confidential at the time of disclosure if disclosed orally, visually, or by demonstration; or (iii) will be deemed confidential if Recipient knows or reasonably should know that such information is considered confidential, proprietary, or a trade secret of Discloser. Without limiting the foregoing, the following are deemed to be Confidential Information of Discloser: (1) information that Recipient knows or reasonably should know is a trade secret pursuant to Applicable Law; (2) any notes, summaries, memoranda, drawings, manuals, records, excerpts, derivatives, interpretations, and all other documents or materials created by or on behalf of Recipient that contain, describe, or refer to information that is Confidential Information of Discloser; (3) any know-how, idea, invention, process, technique, algorithm, software (whether in source code or object code form), hardware, equipment, sample, material, device, design, schematic, drawing, formula, data, plan, analysis, strategy, and forecast; and (4) technical, engineering, manufacturing, product, marketing, servicing, financial, personnel, and other information and materials.
b) Protection of Confidential Information. Recipient agrees that it will: (i) in protecting Discloser’s Confidential Information, use at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care; (ii) protect the confidentiality and avoid the unauthorized use, disclosure, publication, and dissemination of such Confidential Information; (iii) not disclose such Confidential Information to any third party, other than to its Affiliates having a reasonable need to know such Confidential Information. Recipient may disclose the Confidential Information to its directors, officers, employees, agents, legal counsel, consultants, advisors, accountants, and auditors (Representatives) with a reasonable need to know such Confidential Information. Such Representatives must be bound by a (a) written contract containing terms and conditions that prohibit disclosure to third parties and unauthorized use and are otherwise generally no less restrictive as the terms and conditions of this clause; or (b) fiduciary or professional ethical obligation of confidentiality.
c) Exceptions. Recipient’s obligations above do not apply (or cease to apply) to any Confidential Information that: (i) was in the public domain at the time it was initially disclosed; (ii) was known by Recipient (or its Affiliates) prior to receiving the Confidential Information from Discloser; (iii) becomes rightfully known to Recipient from a third-party source not known (after reasonable inquiry) by Recipient to be under an obligation to Discloser to maintain confidentiality; (iv) becomes publicly available without breach of this confidentiality obligation, including through a patent disclosure; (v) is independently developed by without access to the Confidential Information; or (vi) is expressly approved for release in writing by Discloser. The obligations of confidentiality and use survive the Term for a period of five (5) years; provided, however, confidentiality obligations applicable to Confidential Information that constitutes trade secrets last for as long as such Confidential Information qualifies as a trade secret under Applicable Law. Each party will be responsible for any breach of this confidentiality obligation by its Affiliates and Representatives.
d) Notice of Breach. Recipient will notify Discloser in writing promptly upon discovery of any breach of its confidentiality obligations by itself, its Representatives, or its affiliates. Thereafter, Recipient (and as applicable, its affiliates and Representatives) will reasonably assist and cooperate with Discloser to regain possession of Confidential Information and prevent its further unauthorized disclosure and/or use.
e) Exceptions. It is not a breach of these confidentiality obligations for Recipient to disclose Confidential Information it receives hereunder when, and to the extent that, such disclosure is: (i) required by law; (ii) required pursuant to any governmental, judicial, or administrative order by a body of competent jurisdiction; or (iii) required by securities and exchange rules or regulations; provided, however, that Recipient: (1) to the extent practicable and to the extent allowed by law, gives Discloser prompt prior notice of such requirement so that Discloser may seek such protective orders or other confidentiality protection as Discloser (in Discloser’s discretion and at its expense) may elect; and (2) reasonably cooperates with Discloser in protecting the confidential or proprietary nature of such disclosed Confidential Information. Recipient will reasonably cooperate with efforts by the Discloser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information. If such disclosure is not enjoined by such a protective order, the Recipient will only disclose that portion of the Confidential Information that it is advised by its legal counsel is necessary to comply with such legal requirement.

Intellectual Property.
a) Acknowledgement. It is acknowledged and agreed that the Background IP contains proprietary information and material that is owned by us or our licensors and is protected by applicable intellectual property and other laws, including trade secret and copyright, and that you will not use such proprietary information or materials in any way whatsoever except for the use of the Service in compliance with these Terms.
b) Ownership. The Service, including Background IP and Advertising Data (but excluding Advertiser Content) are solely and exclusively owned by us or our licensors.
c) Trademarks. “SmartNews” “and associated logos, service marks, graphics, and logos used by us on or in connection with the Service are our trademarks (the SmartNews Marks). Other trademarks, trade names, service marks, and logos, whether or not registered (Marks) are the sole and exclusive property of the respective owning person, who, as between us and them, owns all right, title, and interest therein.
d) Use of Advertiser Marks. We may use Advertiser’s name and/or logo within, as applicable: (i) in our product literature, press release(s), social media, and other marketing materials; (ii) to quote your statements in one or more press releases; and/or (iii) make such other use of Advertiser’s Marks as may be agreed. All such use inures solely to Advertiser’s benefit. Advertiser can modify any Advertiser Marks at any time, and upon notice of such modifications we will only use the updated Advertiser Marks. We will comply with Advertiser’s trademark use guidelines as such are communicated to us by Advertiser. At Advertiser’s request, we will take action to cease further use of Advertiser Marks to the extent requested by Advertiser.

Termination.
a) Termination. We may, at our sole discretion, without notice or liability to you or any third party: (i) terminate any or all Accounts associated with that Advertiser; and/or (ii) preclude or limit your access to the Service or any part thereof if:
Please note that once an Account has been terminated, it is possible that any data or settings associated with that Account may not be able to be recovered if the Account is later reactivated.
b) Termination of the Service. We reserve the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time with or without notice, and we will have no liability to the extent we exercise such rights, other than if we discontinue the Service to refund any prepaid amounts.
c) Effect of Termination. Upon termination, you continue to owe and remain liable for payment of any and all use of the Service up until the effective date of termination.
d) Survival. In addition to any clauses that by their terms contemplate survival, this clause, together with the clauses titled “Advertiser Content,” “Feedback,” “Disclaimers and Acknowledgements,” “Confidentiality,” “Intellectual Property,” “Enforcement,” “Disclaimer of Warranties,” “Indemnification,” “Limitation of Liability,” and “General Provisions” will survive any termination or expiration of these Terms, and the clause titled “Advertiser Content” will survive for so long as we retain possession of any Advertiser Content.

Enforcement. We reserve the right to take those steps we believe are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms, including to our duty to cooperate with any legal process relating to use of the Service, and/or a third-party claim that your use of the Service is unlawful and/or infringes such third party’s rights. You agree that we have the right, without liability to you, to disclose any Registration Information, Service usage records, or other information collected by the Service to law enforcement authorities, government officials, and/or a third party, as we believe we are required to do or is reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms.

GENERAL DISCLAIMERS AND ACKNOWLEDGEMENTS. YOU ACKNOWLEDGE THAT THE SERVICE IS SUBJECT TO LIMITATIONS, INCLUDING THE FOLLOWING:
a) THE SERVICE IS NOT TO BE USED FOR ANY MEDICAL, SAFETY, EMERGENCY, OR ANY OTHER USES WHERE RELIABILITY AND ACCURACY ARE CRITICAL, NOR IS THE SERVICE TO BE USED FOR ANY USE NOT INTENDED BY US.
b) WE MAY OFFER PROGRAMS UNDER WHICH YOU MAY USE “BETA” SERVICES, FEATURES, OR DOCUMENTATION (collectively, BETA SERVICES) FOR TESTING AND/OR EVALUATION PURPOSES. ANY USE OF THE BETA SERVICES IN CONJUNCTION WITH ACTUAL DATA AND/OR IN A PRODUCTIVE SETTING IS AT YOUR SOLE RISK. BETA SERVICES ARE NOT GENERALLY AVAILABLE AND MAY CONTAIN BUGS, ERRORS, DEFECTS, OR HARMFUL COMPONENTS (although we do use reasonable efforts to prevent harmful components). BOTH WE AND YOU MAY TERMINATE YOUR ACCESS TO BETA SERVICES AT ANY TIME.

DISCLAIMER OF WARRANTIES.
a) THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE AND OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AFFILIATES, RESELLERS, CHANNEL PARTNERS, LICENSORS, DATA PROCESSORS/SERVICE PROVIDERS, AND SUPPLIERS (COLLECTIVELY, AND TOGETHER WITH THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS, THE SMARTNEWS PARTIES) DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED, AND YOU ACKNOWLEDGE THAT FROM TIME TO TIME WE MAY REMOVE OR LIMIT THE SERVICE (OR PORTIONS THEREOF) FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE (OR PORTIONS THEREOF), AT ANY TIME.
b) WE DO NOT GUARANTEE OR WARRANTY THAT THE SERVICE WILL DELIVER ANY INTENDED BENEFITS OR GENERATE ANY ANTICIPATED RESULTS OR THAT THE USE OF THE SERVICE IS LEGAL, APPROPRIATE, OR AVAILABLE FOR USE IN ALL LOCATIONS OR IN ALL CIRCUMSTANCES. ALTHOUGH THE ADVERTISING SLOTS ARE FOR THE U.S., IT IS POSSIBLE THAT VIEWERS LOCATED OUTSIDE OF THE U.S. WILL BE ABLE TO VIEW ADVERTISEMENTS. WE DO NOT GUARANTEE OR WARRANT THAT ADVERTISEMENTS WILL ONLY BE SEEN BY VIEWERS LOCATED WITHIN THE U.S.
c) TO THE FULLEST EXTENT PERMITTED BY LAW, THE SMARTNEWS PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND THE OUTPUT, AND YOUR USE THEREOF, INCLUDING ANY IMPLIED WARRANTIES OF CONTENT, QUALITY, ACCURACY, TIMELINESS, COMPLETENESS, CORRECTNESS, NON-INFRINGEMENT, RELIABILITY, AVAILABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
d) ALTHOUGH WE TAKE REASONABLE EFFORTS TO PROVIDE A SECURE SERVICE, THE SMARTNEWS PARTIES DO NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM BUGS, DEFECTS, ERRORS OR OMISSIONS, LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION OR THAT ANY SUBSCRIBER CONTENT PROVIDED TO US OR INPUT INTO THE SERVICE WILL NOT BE LOST OR CORRUPTED.
e) NO PERSONNEL OR REPRESENTATIVES OF OURS ARE AUTHORIZED TO MAKE ANY WARRANTY ABOUT THE SERVICE. ORAL OR WRITTEN STATEMENTS BY ANY OF OUR PERSONNEL OR REPRESENTATIVES, INCLUDING VIA EMAIL, DO NOT CONSTITUTE A WARRANTY, DO NOT BIND OR OBLIGATE US, SHALL NOT BE RELIED ON BY YOU, AND ARE NOT PART OF THESE SAAS TERMS. THE ENTIRE AGREEMENT BETWEEN YOU AND US WITH RESPECT TO WARRANTY IS EMBODIED IN THIS WRITING. YOU ACKNOWLEDGE YOU HAVE NOT RELIED ON ANY WARRANTY OR REPRESENTATION BY ANY PERSON OR ENTITY EXCEPT FOR THE WARRANTIES OR REPRESENTATIONS SPECIFICALLY STATED HEREIN.

NOTE: SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY. UNLESS PROHIBITED BY LAW IN A PARTICULAR INSTANCE, YOU AGREE THAT:
a) THE SMARTNEWS PARTIES DISCLAIM ANY LIABILITY FOR, AND YOU AGREE TO RELEASE THE SMARTNEWS PARTIES FROM ANY CLAIMS OR DAMAGE ARISING FROM: (i) ANY VIOLATION OF APPLICABLE LAW BY YOU BY VIRTUE OF YOUR USE OR MISUSE OF THE SERVICE; (ii) ANY ERRORS, OMISSIONS, MISTAKES, OR INACCURACIES IN THE SERVICE; (iii) ANY FAILURE TO RUN, DISPLAY, OR RETAIN ANY ADVERTISER CONTENT; (iv) THE TIMELINESS, MIS-DELIVERY, OR NON-DELIVERY OF ANY ADVERTISER CONTENT; (v) ANY PRIVACY CLAIMS OR OTHER FORMS OF CIVIL LIABILITY ARISING OUT OF OR IN ANY WAY RELATING TO USE OF THE SERVICE OR ANY ADVERTISER CONTENT; (vi) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; AND/OR (vii) ANY LOSS, INJURY, OR DAMAGE OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATING TO ANY ADVERTISER CONTENT, OR ANY OPERATION, NONOPERATION, OR FAILURE OF THE SERVICE.
b) THE SMARTNEWS PARTIES ARE NOT LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING ATTORNEYS’ FEES AND EXPENSES, AND DAMAGES FOR LOSS OF PROFITS, GOODWILL, INCOME, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ANY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). YOU AGREE NOT TO MAKE, AND YOU HEREBY WAIVE TO THE FULLEST EXTENT ALLOWED BY LAW, ANY CLAIM FOR DAMAGES AGAINST US EXCEPT FOR DIRECT, COMPENSATORY DAMAGES AS LIMITED BY THESE TERMS. THIS EXCLUSION ALSO INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF A THIRD-PARTY CLAIM AGAINST YOU. DIRECT, COMPENSATORY DAMAGES SHALL NOT EXCEED, IN THE AGGREGATE, AN AMOUNT EQUAL TO THE TOTAL FEES PAID BY ADVERTISER DURING THE 12 MONTH PERIOD PRECEDING THE CLAIM ARISING.
c) THE ESSENTIAL PURPOSE OF THESE TERMS IS TO LIMIT OUR POTENTIAL LIABILITY. THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. YOU ACKNOWLEDGE YOU HAVE RECEIVED VALUABLE CONSIDERATION FOR THESE IN THE FORM OF OUR ABILITY TO OPERATE AT LOWER COST, OFFER LOWER PRICING, AND/OR WILLINGNESS TO CONTRACT, WHETHER GENERALLY OR SPECIFICALLY.
d) NOTWITHSTANDING THE FOREGOING, NOTHING IN THESE TERMS WILL (i) LIMIT OR EXCLUDE THE LIABILITY OF A PARTY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE; (ii) LIMIT OR EXCLUDE THE LIABILITY OF A PARTY FOR FRAUD OR FRAUDULENT MISREPRESENTATION BY THAT PARTY; (iii) LIMIT ANY LIABILITY OF A PARTY IN ANY WAY THAT IS NOT PERMITTED UNDER APPLICABLE LAW; OR (iv) EXCLUDE ANY LIABILITY OF A PARTY THAT MAY NOT BE EXCLUDED UNDER APPLICABLE LAW.
e) IF YOU ARE IN CALIFORNIA, YOU HEREBY WAIVE THE APPLICATION OF CALIFORNIA CIVIL CODE §1542, WHICH PROVIDES: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Indemnity.
(a) Indemnification by SmartNews. We will, at our sole expense, indemnify, defend, and hold harmless Advertiser from and against any and all third-party claims, suits, actions, or proceedings (each, a Claim), including any related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees, costs, penalties, interest, and disbursements) (Losses), resulting from, arising in connection with, or relating to an allegation that the Service infringes any intellectual property rights of any third party. Our defense obligations do not extend to Claims, nor do our indemnification obligations extend to Losses, to the extent resulting from, arising in connection with, or relating to: (i) any negligent or willful misconduct by you; (ii) any combination of the Service (or any portion thereof) in combination with any equipment, software, data, or any other materials not provided by us; (iii) any modification to the Service by you or any third party; (iv) the use of the Service by any you or any third party in a manner contrary to these Terms where the infringement would not have occurred but for such use; (v) the continued use of the Services after we have provided you with substantially equivalent non-infringing software or services; or (vi) any Advertiser Content.
(b) Indemnification by Advertiser. Advertiser will, at its sole expense, indemnify, defend, and hold harmless the SmartNews Parties, from any and all Claims, including any related Losses, resulting from, arising in connection with, or relating to (i) any breach of your warranties or obligations set forth in these Terms, including without limitation those set forth in Sections 10 and 11; (ii) any misuse or unauthorized use of Advertising Data; or (ii) any use of the Service in violation of these Terms or Applicable Law.
(c) Cross Indemnification. Each party will, at its sole expense, indemnify, defend, and hold harmless the other party, and its directors, officers, employees, and agents, from and against any and all Claims, including any related Losses, resulting from, arising in connection with, or relating to the indemnifying party’s: (i) grossly negligent or willful misconduct; (ii) violation of Applicable Law; or (iii) breach of confidentiality obligations.
(d) Infringement Claims. Should the Service become, or in our opinion are likely to become, the subject of a claim of infringement, we may, at our option, (i) obtain the right for Advertiser to continue using the Service, (ii) replace or modify the Service so it is no longer infringing or reduces the likelihood that it will be determined to be infringing, or (iii) if neither of the foregoing options is commercially reasonable, terminate the access and use of the relevant portions of the Service. Upon such termination, you will cease accessing the Service, or portions thereof as applicable. SECTIONS 21(a) AND 22(d) STATE OUR ENTIRE LIABILITY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT REGARDING THE SERVICE.
(e) Procedure. The indemnifying party’s indemnification obligations under this Section 21 are conditioned upon the indemnified party giving prompt written notice of the Claim to the indemnifying party once the indemnified party becomes aware of the Claim; provided, however, that the failure to provide prompt written notice to the indemnifying party will not alleviate an indemnifying party’s obligations under this Section 21 to the extent any associated delay does not materially prejudice or impair the defense of the related Claims or increase the Losses. The indemnifying party will have the sole right to defend such Claim at its expense (including granting the indemnifying party the right to select and use counsel of its own choosing) and to control the defense and settlement thereof for so long as the indemnifying party is conducting such defense with reasonable diligence. The indemnified party agrees to reasonably cooperate with the indemnifying party, and at the indemnifying party’s request and expense, assist in the defense or settlement of the Claim. The indemnified party will have the right to participate in such defense and negotiations at its expense. The indemnifying party will not, without the indemnified party’s prior written consent (which consent will not be unreasonably withheld, conditioned, or delayed), pay, settle, or compromise a Claim unless it: (i) includes an unconditional written release of the indemnified party from all liability in respect of such Claim; (ii) does not subject the indemnified party to any equitable remedy or to any monetary liability that will not be promptly paid by the indemnifying party or any consent order, decree, or injunctive relief or other equitable remedy, and (iii) does not include a finding, statement, or admission of fault, culpability, or failure to act by the indemnified party.

NOTICE OF INFRINGEMENT. We respect intellectual property rights. If you believe in good faith that your work has been reproduced or is accessible on the services in a way that constitutes copyright infringement, please provide our designated agent with the following information in writing to our copyright agent under the Digital Millennium Copyright Act (the DMCA):
You may notify our designated copyright agent either by mail and/or email in accordance with our Copyright Policy. Only copyright complaints should be sent to the copyright agent. All other feedback or comments should be addressed to info@smartnews.com. You acknowledge that if you fail to comply with all the requirements of this section, your DMCA notice may not be valid and we may not take action on it as a result.

General Provisions.
a) Changes. We reserve the right, at any time and from time to time, to update, revise, supplement, and otherwise modify these Terms and to impose new or additional rules, policies, terms, or conditions on the use of the Service. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively, Additional Terms) will be effective immediately when posted on the Service. Continued use of the Service by Users following such time will be deemed to constitute acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into and made a part of these Terms by this reference. If you do not agree to these Terms, including the Additional Terms, stop all access to and use of the Service.
b) Inappropriate Conduct. We are committed to a culture of respectful communication, diversity, and inclusion. In communicating with us or our service providers, and otherwise in using the Service, you agree not to engage in any of the following conduct; directly or through a third party: (i) engaging in threatening behavior or threatening or using violence; (ii) unreasonable demands exceeding legal accountability; (iii) spreading rumors, or using fraud or force to damage our or another person’s reputation or obstruct or interfere with our or their business; or (iv) other conduct comparable to the foregoing. Without limiting the foregoing, any harassment or discrimination based on a person’s race, religious creed (or lack thereof), color, national origin, ancestry, physical or mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, military or veteran status, or any category protected by applicable law, will not be tolerated and is a basis for immediate termination of your Account. Any such termination does not preclude us from seeking compensation for damages caused. Any instances of inappropriate conduct, harassment, or discrimination on or in connection with the use of the Service should be reported to us.
c) Compliance with Law. In connection with the operation and use of the Service, the parties will comply with Applicable Laws, including those relating to privacy, data protection, anti-corruption and anti-bribery (including the US Foreign Corrupt Practices Act), and export control. Advertiser will not permit any User to access or use the Service in a country or region that is sanctioned or embargoed by the U.S. or otherwise in violation of Applicable law.
d) Entire Agreement. These Terms constitute the sole and entire agreement between you and us relating to the Service and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. To the extent any term or condition in any other document, including any RFP, RFQ, or purchase order, is inconsistent with or in addition to these Terms, such terms or conditions are expressly rejected and our acceptance is expressly made in reliance on assent to these Terms. You may assent by written acknowledgement, performance (full or partial), or by payment, any of which will conclusively be deemed to constitute assent. If you object to these Terms, such objection must be made in writing and received by us before using the Service. Failure to so object will be conclusively deemed to be acceptance of these Terms. Our failure to object to any term or condition in any oral or written communication from you will not constitute an acceptance thereof or a waiver of any term or condition hereof; rather, our failure to so object will be deemed a rejection of your objection, and for such an objection to be accepted by us and change these Terms, we must agree in writing to your specific objection.
e) Notices. Any notice or other communication required or permitted under these Terms and intended to have legal effect must be given in writing at the addresses below:
A notice will be deemed to have been received at the relevant time set out below (or where such time is not within the recipient’s business hours, when business hours next begin after the relevant time set out below): (i) where the notice is delivered personally, at the time of delivery; (ii) where the notice is sent by recorded signed-for post, 48 hours after posting; (iii) where the notice is sent by email, at the time of the transmission (providing the sending party retains written evidence of the transmission); and (iv) when posted on the Service, at such time as you next access the Service.
f) U.S. GOVERNMENT RESTRICTED AND LIMITED RIGHTS. The Service is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software-Restricted Rights at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR supplement, as applicable. All data is provided with LIMITED RIGHTS and such data may be reproduced and used by the U.S. Government with the express limitation that they will not, without written permission, be used for purposes of manufacture nor disclosed outside the U.S. Government. Manufacturer is SmartNews International, Inc.
g) Governing Law; Venue. You agree that for purposes of these Terms we are solely based in California USA and any operations elsewhere do not give rise to personal jurisdiction over us, either specific or general, in any other jurisdictions. To the fullest extent permitted by law, these Terms and any Disputes arising out of or relating to them, and the Service, and, to the extent permitted by law, all related matters including non-contractual matters, and the enforcement thereof, will be governed by the laws of the State of California, without regard to its conflict of law principles. In relation to such matters, each party irrevocably accepts the non-exclusive jurisdiction of state or federal courts of competent jurisdiction located in San Francisco, California and waives any right to object to the venue on any ground. The United Nations Convention on Contracts for the International Sale of Goods (1980) and the Uniform Computer Information Transactions Act (UCITA) are hereby excluded in their entirety from application to these Terms.
h) Dispute Resolution; BINDING ARBITRATION; CLASS ACTION WAIVER.
(i) Dispute means any dispute, claim, cause of action, or controversy of whatever nature between the parties arising from or relating to these Terms or the Service, including any action or claim based on contract, tort (including, fraud, misrepresentation, fraudulent inducement, or negligence), or statute, or concerning the scope, interpretation, effect, termination, validity, enforceability, performance, and/or breach of these Terms, and includes the validity, enforceability, or scope of this clause (with the exception of the enforceability of the Class Action Waiver clause below). This term is to be given the broadest possible meaning that will be enforced.
(ii) It is agreed that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of this Section 23(h), which is intended to be interpreted broadly and governs any and all Disputes between you and us, including any that arise after termination.
(iii) If a Dispute arises, either you or we will notify the other in writing with a brief, written description of the Dispute and contact information. Except for intellectual property claims, the parties agree to use their best efforts to settle such Dispute directly through consultation and such good faith negotiations are a condition to either party initiating a lawsuit or arbitration. Failure to engage in this process could result in the award of fees in arbitration.
(iv) If the parties are unable to resolve the Dispute within thirty (30) days of the written notification referred to above, then the Dispute (except as provided in subsection (vii) below) will be resolved by final and binding arbitration. American Arbitration Association rules will apply. The parties will seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there will be three arbitrators: one selected by each party, and a third selected by the first two. Arbitration will take place in San Francisco unless all three arbitrators mutually agree on an alternative city. The language to be used in the arbitration will be English.
(v) The arbitrator(s) will, within fifteen (15) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator(s) will be authorized to award compensatory damages, but will not be authorized (1) to award non-economic damages, such as for emotional distress, pain and suffering, or loss of consortium, (2) to award punitive damages, or (3) to reform, modify, or materially change these Terms or any other agreements contemplated hereunder; provided, however, that the damage limitations described in subsections (1) and (3) of this provision will not apply if such damages are statutorily imposed. The arbitrator(s) also will be authorized to grant any temporary, preliminary, or permanent equitable remedy or relief they deem just and equitable and within the scope of these Terms, including an injunction or order for specific performance.
(vi) The parties agree that the arbitration, including the evidence, the argument and the outcome, is confidential between the parties. The parties can inform legal counsel and, if necessary, financial advisors and insurers, about the arbitration if they are advised of the confidentiality obligations. The parties can tell others only as required by law (including any applicable stock exchange or similar securities disclosure rules). The arbitrator(s) must also agree to this confidentiality protection. Nothing in these Terms prevents either party from filing the arbitration award with a court to enforce or appeal such award (but only if the arbitration award is not paid within 90 days of its issuance), though both parties agree that the evidence, arguments of the parties, and the arbitrator’s findings related to such award will be treated as confidential information subject to a court-approved protective order.
(vii) IF FOR ANY REASON THESE ARBITRATION REQUIREMENTS DO NOT APPLY, YOU AND WE EACH HEREBY WAIVE ANY TRIAL BY JURY AND AGREE THAT THE CLAIM SHALL BE DECIDED EXCLUSIVELY BY A COURT OF COMPETENT JURISDICTION LOCATED IN SAN FRANCISCO, CALIFORNIA.
(viii) NOTHING HEREIN SHALL PRECLUDE EITHER PARTY FROM SEEKING IMMEDIATE INJUNCTIVE RELIEF BEFORE AN APPROPRIATE COURT WITH RESPECT TO A VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS, AN ONGOING OR RECURRING BREACH OF THE TERMS, OR ENFORCEMENT OR RECOGNITION OF ANY AWARD OR ORDER IN ANY APPROPRIATE JURISDICTION.
(ix) ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL LEGAL ACTION, UNLESS BOTH YOU AND WE SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION.
(x) YOU AND WE AGREE THAT ACTION RELATED TO A DISPUTE MUST COMMENCE WITHIN TWELVE (12) MONTHS AFTER THE EVENT GIVING RISE TO THE DISPUTE OCCURS, OTHERWISE SUCH ACTION IS PERMANENTLY BARRED.
i) No Third-Party Beneficiaries. These Terms do not create a contractual relationship between you and any third party, including any of the SmartNews Parties other than us, and you are not a third-party beneficiary of any agreement between us and any third party.
j) Assignment. We and you agree that our rights and obligations under these Terms may not be assigned, delegated, or otherwise transferred to a third party. Notwithstanding the foregoing, either us or Advertiser may transfer or assign its respective rights and delegate its respective obligations under these Terms to (i) an affiliate, subject to prior notice to the other party and provided that such affiliate has agreed to be bound by the terms and conditions of these Terms, or (ii) a successor to all or substantially all of its business or assets relating to these Terms whether by sale, merger, operation of law, or otherwise, without the prior written consent of the other party but with prior notice, provided that such assignee or transferee has agreed to be bound by the terms and conditions of these Terms. Notwithstanding the foregoing, if the successor (or an affiliate of such successor) is a direct competitor of the other party, then the other party may terminate these Terms within 30 days of receipt of such notice.
k) Miscellaneous. The rights, powers and remedies provided to a party in these Terms are in addition to, and do not exclude or limit, any right, power, or remedy provided by law or equity or any agreement. If any part of these Terms is held invalid or unenforceable by a court of competent jurisdiction, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect. Any provision of these Terms that is prohibited or unenforceable in any jurisdiction is ineffective as to that jurisdiction only to the extent of the prohibition or unenforceability and does not invalidate the remaining provisions of these Terms nor does it affect the validity or enforceability of that provision in any other jurisdiction. No failure to exercise or delay in exercising any right, power, or remedy under these Terms operates as a waiver. A single or partial exercise or waiver of the exercise of any right, power, or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing. A party will not be responsible for failures to fulfill any obligations due to causes beyond its reasonable control, including due to fire, lightning strike, flood, earthquake, or other natural disaster, sabotage, nuclear contamination, terrorism, pandemic, war, insurrection, zombie apocalypse, utility failure, telecommunications failure, service provider failure, third party strike or work stoppage, civil riot, or extraterrestrial invasion (Force Majeure Events). The parties are independent contractors and nothing in these Terms creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.
l) Rules of Interpretation. For purposes of these Terms: (i) references to a “party” or “parties” means, respectively, a party to, or the parties to, these Terms as the context dictates; (ii) these Terms will be fairly interpreted in accordance with its terms without any strict construction in favor of or against any party, and ambiguities will not be interpreted against the party that drafted the relevant language; (iii) the words “including,” “for example,” “e.g.,” and variations thereof, will be read and understood to be exemplary and non-exhaustive, and followed by the words “without limitation”; (iv) section or other headings in these Terms are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation these Terms; (v) any documents attached hereto or linked herein are hereby incorporated in these Terms, as the same are amended, supplemented, and modified from time-to-time; (vi) any reference herein to “laws” includes, unless a contrary intention is expressed, all national, federal, provincial, state, and local statutes, laws, ordinances, rules, orders, decrees, codes, and regulations, regulatory guidelines, and judicial or administrative holdings or binding interpretations as in effect from time-to-time; (vii) unless otherwise stated, references to sections or subsections are references to sections or subsections of these Terms; (viii) all currency amounts are in U.S. dollars unless otherwise indicated; (ix) grammatical changes will be made to words where the context requires or permits, including changes from plural to the singular and vice-versa and any reference to one gender also includes other genders, and, where applicable, a legal entity; (x) references to a “person” or “entity” includes an individual, body corporate (in whatever form wherever incorporated), unincorporated association, trust, or partnership (whether or not having separate legal personality), government, state, territory, or province, or agency of a state, territory, or province, or two or more of the foregoing and the term “it” may refer to a person or an entity as the context dictates; (xi) references to a writing will be deemed to include any modes of reproducing words in a legible and non-transitory form, including electronic form; (xii) references to “business day” will be construed as a reference to any day except Saturday and Sunday, local, federal, provincial, state, or national statutory holidays recognized in San Francisco, California, and any other days on which a party closes its business for all or substantially all of its staff in recognition of holidays and “business hours” means a party’s established hours of operations on a business day (if it has no established hours, its business hours will be deemed to be 9 am to 5 pm local time); (xiii) any translation of these Terms into another language is done for local requirements only and this English language version will govern in all cases; (xiv) all other documents provided under or in connection with these Terms will be in English, or accompanied by a certified English translation and, in such cases the English translation will prevail unless the document is a constitutional, statutory, or other official document; (xv) references to “intellectual property rights” is to be construed in the broadest manner possible and includes all intellectual property rights of any nature in any relevant jurisdiction; and (xvi) references to the “United States” or the “U.S.” mean, unless otherwise set forth in the Service, the United States of America, including its territories and possessions.
m) Third-Party Software or Content. The Service may contain or utilize third party software or content that requires notices and/or additional terms and conditions. Such third-party software or content notices and/or additional terms and conditions may be requested from us and are made a part of and incorporated by reference into these Terms. By accepting these Terms, you are also accepting the additional terms and conditions, if any, set forth therein.