NewsocHub is a programmatic multimedia advertising platform which aims to support advertisers in the purchase, deployment and management of their advertising campaigns (the “Services”).

By accessing or using our Services, you agree to be bound by these Terms and Conditions, our Privacy Policy and/or acceptable use policies as they may be updated from time to time (collectively as “Terms”). You continued use of our Services shall be deemed an acceptance to any updated Terms. Each service order you place (“Service Order”), when accepted by us, shall be treated as having automatically incorporated, and be governed by, these Terms as if the provisions hereto are explicitly written into each Service Order; and together with a copy of these Terms, constitute a separate contract between you and us.

Under these Terms, “we” or “us” means NewsocHub. “you” or “the Advertiser” means the individual or entity using our Services (and/or other individual, agent, employee, representative, network, parent, subsidiary, affiliate, successor, related entities, assigns, or all other individuals or entities acting on your behalf). NewsocHub and the Advertiser are collectively referred to as the “Parties”. These Terms govern your participation in NewsocHub’s Services and advertising campaigns.

Acceptable Use and Availability

Your use of our Services is conditional upon your registration of an account in NewsocHub (the “Account”) and is subject to applicable NewsocHub policies made available to you. If you are an individual, by registering an account and submitting an application to use the Services, you represent that you are at the age 18 or above with full capacity for civil conduct.

We reserve the right to determine the eligibility of any person for the access to the Services and the right to suspend or terminate your access to or use of the Services and any data stored therein at our discretion without prior notice.

Use of Services

You hereby authorize NewsocHub (and its affiliates, if applicable) to place your advertising materials (collectively, “Ads”) on any advertising space or inventory (each a “Property”) provided by NewsocHub’s publishers (“Publisher”).

You shall be solely responsible for all

1. Ads;
2. destinations to which the Ads direct, and the related waypoints and directs (“Destinations”); and
3. services and products advertised on Destinations.

You agree that you will not or will not attempt to, and will not procure/authorize any third party to:

1. decompile, reverse-engineer, translate, convert, adapt, alter, modify, enhance, add to or delete all or any part of the Services which may interfere with the functioning of the Services;
2. generate fraudulent impressions or clicks; or
3. use any automated means or data extraction to access or collect NewsocHub’s advertising data from any Property except with the consent of NewsocHub.

You expressly agree that NewsocHub may at its sole discretion:

1. determine the timing, placement, delivery and frequency of Ads to be delivered on NewsocHub platform; and/or
2. control how the media budget is allocated amongst various Publishers.

You agree and authorize NewsocHub to act on your behalf in connection with any Ad NewsocHub places.

License

You hereby grant to NewsocHub a non-exclusive, indefinite, worldwide, free of all fees and royalties and irrevocable license to:

1. create, use, modify, reproduce, distribute and display the Ads;
2. reproduce, distribute, display and transmit the Ads in electronic form for promotional purposes; and
3. upon completion of the Services, to grant a right to use data collected for market research without identifying the Advertisers.

Intellectual Property

You acknowledge that the intellectual property rights in all content, software and other materials existing on the platform of NewsocHub (other than the Ads) including, without limitation, all text, logos, graphics, photos, designs, trademarks, or hyperlinks (collectively the “NH Mark”) are the exclusive property of NewsocHub, its affiliates or licensors, and that you have not and will not acquire any proprietary rights, or any other intellectual property rights and/or rights of use, in such materials by reason of these Terms.

You shall not use any NH Mark without NewsocHub’s prior written approval and you shall not publish or disseminate any material which violates any restrictions imposed by NewsocHub or otherwise disclosed to you by NewsocHub.

You represent to NewsocHub and unconditionally guarantee that all text, graphics, photos, designs, trademarks, hyperlinks, or other content comprising any Ads are owned by you, or that you have permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend NewsocHub and its subcontractors from any liability, including any claim or suit, threatened or actual, arising from the use of such elements furnished by you.

Confidentiality

You shall not disclose any Confidential Information without NewsocHub’s prior consent. “Confidential Information” means any of NewsocHub’s proprietary information, technical data, trade secrets, or know-how relating to the Services, including, but not limited to, reports, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other information made available to you, either directly or indirectly that is marked confidential or would commonly be considered confidential under the circumstances for which it is presented.

Confidential Information shall not include information:

1. that is legally required to be disclosed;
2. that is disclosed with our prior written approval;
3. that was independently developed by you;
4. that was lawfully provided to you by a third party;
5. that came into the public domain other than a fault of yours; or
6. that you already knew prior to using our Services.

Review of Ads

NewsocHub has the right to review the Ads but does not accept responsibility or liability for any errors, inaccuracies, or inappropriate content in any Ads.

NewsocHub and its affiliates may reasonably reject or remove an Ad or Destination at any time with or without a reason.

NewsocHub has the right to reject, modify or remove all or any part of an Ad that it reasonably believes:

1. is not submitted in accordance with these Terms;
2. contains any restricted content that NewsocHub reasonably deems objectionable. Restricted content shall mean any content or term that:
1. promotes or is related to illegal activities (illegal drugs, phishing, terrorism, criminal activities, contests, pyramid schemes or chain letters);
2. promotes or is related to tobacco, gambling or weapons;
3. contains pornographic or obscene material;
4. contains excessively graphic or explicit violence;
5. is defamatory, inappropriate or profane;
6. is discriminatory or constitutes “hate speech”, whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, sexual orientation or language of such individual or group;
7. NewsocHub reasonably deems harmful to NewsocHub, its Publishers, agents, affiliates, licensors and the overall advertising ecosystem;
8. promotes or contains viruses, worms, corrupted files, cracks or other materials that are intended to or may damage or render inoperable software, hardware or security measures of Publishers or any other third party;
9. contains malware, spyware or any other malicious code or knowingly breaches or circumvents any security measure of the NewsocHub platform; and/or
3. violates any applicable laws, rules, regulations or any of NewsocHub’s policies.

Cancellation of Ads by you

You may cancel your Ads at any time before or during Ad placement through your Account. You are obligated to pay all charges resulting from any served Ads.

Representations and Warranties

You represent and warrant that:

1. you have obtained all required authorizations to be bound by these Terms;
2. you have complied with the relevant laws and regulations on advertising;
3. you hold, and hereby grant NewsocHub, its affiliates and Publishers, the rights in Ads, and Destinations for NewsocHub, its affiliates and Publishers to provide the Services; and
4. all information and authorizations provided by you are accurate, complete and up-to-date.

You authorize NewsocHub and its affiliates to automate retrieval and analysis of Destinations for the purpose of providing a better service to you.

You will have access to statistics that disclose your Ads performance via your Account in NewsocHub. You agree and acknowledge that statistics provided by NewsocHub are the sole definitive measurements of NewsocHub’s Services. You acknowledge that impression count may be corrupted and may not represent a true usage of your website and that we make no representation, warranty or guarantee that such statistics are a true and accurate representation of the usage of your website.

You acknowledge that NewsocHub makes no representation, warranty or guarantee to the number of Properties that can be made available or that the Ads will be placed on Properties of specific Publishers.

Payment

Charges are based on the billing criteria specified by NewsocHub (i.e. based on cost per thousand impressions).

You shall pay all charges using the payment methods specified by NewsocHub (and as modified from time to time), within the time period specified by NewsocHub. Any portion of charges not disputed in good faith must be paid in full.

Late payments would attract interest at the rate of 2% per month or the highest amount permitted by law, whichever is lower. If we do not receive timely payment, in addition to any other rights, we may suspend performance and/or terminate any or all of our Services under these Terms and you shall forthwith pay all outstanding fees (including late interest) to NewsocHub.

You shall be responsible for (i) all sales, use, value-added and other taxes and all export and import fees, customs duties and similar charges and any related penalties and interest, arising from the payment of any fees by you to us or the delivery of Services to you, and (ii) reasonable expenses and legal fees we incur in collecting late payments that are not disputed in good faith.

Disclaimer

To the fullest extent permitted by law, our Services are provided on an “as is” and “as available” basis without representations, guarantees and warranties of any kind, either express or implied, (including without limitation, merchantability, title, fitness for particular purpose, non-infringement, compatibility, security, accuracy and completeness, as well as any implied terms arising out of any course of dealing or usage of trade, which are not expressly set out in these Terms) and may be withdrawn and/or changed at any time without prior notice.

You shall use our Services at your own risk and we make no guarantee in connection with the Services or the result of the Services.

Indemnification

You shall indemnify and hold harmless NewsocHub and its officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors, and assigns from and against any and all damages, liabilities, costs, expenses, claims, and/or losses of any kind (including reasonably legal fees and costs) relating to any third-party allegation or legal proceeding to the extent arising out of or related to the Ads, Destinations, Services, use or any breach of these Terms by you (including, without limitation, any claim of design, trademark or copyright infringement, libel, defamation, breach of confidentiality, false or deceptive advertising or sales practices). For the purpose of this Section, Publishers are intended third-party beneficiaries.

Limitation of Liability

These Terms do not intend to express or imply any warranty that the Services will be uninterrupted, in a timely manner or error-free.

NewsocHub’s maximum liability to you shall not, for any reason, exceed the aggregate payments payable by you to NewsocHub in the thirty (30) days before the date of the activity first giving rise to the claim.

Notwithstanding anything to the contrary herein: (i) in the event that NewsocHub fails to deliver any of the Services in accordance with requirements under these Terms owing to a fault or delay caused by the Advertiser, NewsocHub shall not be responsible or liable for such failure to deliver and any damages caused as a result; (ii) in no event shall NewsocHub be responsible for any consequential, damages, lost profits or any other form of damages arising from any failure to timely deliver the Services; (iii) NewsocHub shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, Internet and/or electrical outages, computer viruses, acts of God, riot, explosion, strikes whether legal or illegal, shortages, war, acts of terrorism or any other condition beyond the control of NewsocHub affecting delivery in any manner; (iv) NewsocHub and its agents, employees or otherwise will not be liable to the Advertiser for any damages resulting from (a) the use of NewsocHub’s services; (b) unauthorized access to or alteration of the Advertiser’s data; or (c) acts or omissions of any third party for goods and/or services provided on Ads.

Termination

We may terminate these Terms by giving fourteen (14) days written notice to you if:

1. you become insolvent or are unable or unwilling to pay your debts as they fall due or are adjudicated or found to be bankrupt or an order is made or resolution passed for the liquidation or winding up of you (except for the purposes of corporate restructuring) or a receiver is appointed of all or a substantial part of your assets; or
2. you are in breach of any of these Terms and, if such breach is capable of remedy, you have not remedied the same within fourteen (14) days after NewsocHub has served written notice specifying the breach and requiring the same to be remedied.

If you are in breach of any of these Terms, we may suspend performance of all or any part of our Services until such breach is fully remedied. The right to suspend performance is without prejudice to any other equitable and legal rights that NewsocHub may have and you shall be responsible for all reasonable expenses incurred by NewsocHub in relation to such breach.

Following the termination of these Terms for any reason, you shall promptly pay NewsocHub any amount for Services rendered before the effective date of the termination or any fees due hereunder.

Testing

For the purpose of improving our Services, you expressly authorize NewsocHub to conduct regular tests relating to your use of the Services, including performance, auction, pricing etc. without giving prior notice to you.

Nature of Relationship

The Parties agree that nothing in these Terms shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other.

Waiver

No failure or delay by us in exercising any right, power or remedy will operate as a waiver of that right, power or remedy. Nor will any single or partial exercise preclude any other or further exercise of any or any such right, power or remedy. Any right, power or remedy under these Terms is intended to be cumulative and in addition to any other rights, powers or remedies we have in law.

Governing law

These Terms shall be construed and governed in accordance with the laws of Hong Kong Special Administrative Region (“HKSAR”) and the Parties agree that any dispute between the Parties arising under, out of, in connection with or in relation to these Terms or the breach thereof (which the Parties cannot amicably settle between themselves within thirty (30) days of either Party serving a notice on the other Party of the existence of such a dispute) shall be finally settled under the exclusive jurisdiction of the courts of HKSAR.

Severability

If at any time any provision of these Terms is or becomes illegal, invalid or unenforceable, neither the legality, validity or enforceability of the remaining provisions of these Terms or the legality, validity or enforceability of such provisions shall in any way be affected or impaired thereby.

Assignment

Neither Party may, without the prior written consent of the other Party, assign, subcontract, or delegate its obligations under these Terms.

Notices

All notices required to be given under these Terms shall be in writing. Except for legal service, notice will be treated as given on receipt, as confirmed by written or electronic means.

Entire Agreement

These Terms, together with the Service Order, constitute the entire agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings on those subjects.