NewsocHub is an ad network that aims to support a safe, trustworthy and transparent digital advertising ecosystem. We support advertisers and publishers by using a combination of automated and human evaluation to ensure publishers can monetize their website traffic with clean and high-quality ads.

NewsocHub helps to enable a safe, high-quality ad network system by helping publishers to monetize their websites, mobile sites and app inventories (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”) with or without prior notice to you. You continued use of our Services shall be deemed an acceptance to any updated Terms which are published on our website. If you do not agree to any of our revised Terms, please refrain from using our Services.

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 Publisher” 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 Publisher 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”). You may use our Services only as permitted by the applicable laws and 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 serve (i) advertisements and other material (collectively, “Ads”), and (ii) related search queries and other links to your websites, mobile applications, mobile content and/or other inventories approved by us (each a “Property”). You also grant to us the right to access any of the Properties. NewsocHub may refuse to provide Services to any Property at its sole discretion. NewsocHub may add or remove any functionality of the Services at any time without prior notice to you. You shall be solely responsible for all Properties. NewsocHub shall not be liable for any claims regarding content published on each Property. 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, disturb, or sabotage the functioning of the Services;
2. use our Services for the transmission, installation or publication of any viruses, malicious code or other harmful programs or files;
3. create derivative works based on NewsocHub’s proprietary information;
4. create or attempt to create a substitute or similar service or product through the use of or access to any of our Services or proprietary or confidential information related thereto;
5. copy, distribute, rent, lease, lend, sublicense, transfer or make the Services available to any third party (including sharing of login credentials); or
6. generate fraudulent impressions or clicks.

You expressly acknowledge and agree that NewsocHub may at its sole discretion refuse to serve any Ads and related search queries and links to the Properties.

Intellectual Property

Other than the provisions in these Terms, neither Party will acquire any title, right or interest in any intellectual property rights of the other Party or its licensors.

NewsocHub grants you a non-exclusive, non-sublicensable license to use our trade names, trademarks, service marks, logos and domain names, if applicable (“NH Mark”) solely in connection with your use of our Services and in accordance with these Terms. This license may be invoked by us at any time.

You acknowledge that we may use your name, trade names, trademarks, service marks, logos and domain names in our promotional materials, reports and presentations.

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.

Notwithstanding the above, you may disclose the amount of payments we issue to you from your use of our Services.

Representations and Warranties

You represent and warrant that:

1. you have obtained all required authorizations to be bound by these Terms;

2. you are authorized to act on behalf of the owner or are the owner of each Property;

3. you have control over the manner in which our Services are performed on each Property and have the right to make decisions in relation to each Property;

4. the performance or entering into these Terms will not constitute a violation of any third-party rights or agreement you have entered with a third party; and

5. all information and authorizations provided by you are accurate, complete and up-to-date.

Payment

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

You shall be entitled to 70% of the payments received from our advertisers/advertising agencies for any associated use of your Properties (“Advertising Fees”), while NewsocHub and the advertising agencies (if applicable) shall be entitled to the remaining 30% of the Advertising Fees. Payments will be calculated based on our accounting and you are entitled to payment for your use of Services that we have been paid.

If we have not received payment from our advertisers/advertising agencies, you will not be entitled the payment for any associated use of the Services.

You shall receive a payment via the payment methods specified by NewsocHub (and as modified from time to time), within the time period specified by NewsocHub on condition that your Properties have been in compliance with our Terms for the entire advertising period for the Ads. You shall be responsible for providing accurate and up-to-date payment information to us.

We shall be responsible for all taxes (if any) associated with the transactions between you and us in connection with the Ads placed on the Properties. You shall be responsible for all taxes (if any) associated with the Services, other than taxes based on NewsocHub's net income. All payments to you in relation to the Services will be treated as inclusive of tax.

If we are investigating any suspected breach of these Terms, in addition to any other rights, we may suspend your Account and payment to you may be delayed or withheld without prior notice.

We may withhold and offset any payments owed to you under these Terms against:

1. any charges you owe us under these Terms or we may ask you to refund us within thirty (30) days of any fees we may have overpaid to you; and/or
2. any amounts NewsocHub reasonably deems arising from any restricted activity conducted by you (“Restricted Activity”). Restricted Activity shall include without limitation:
1. impressions or other events solicited or generated by payment of money, false representation, or requests for end users to click on Ads or take other actions;
2. Ads served to users who are otherwise tampering with ad serving or whose browsers have JavaScript disabled;
3. spam, invalid clicks, impressions, queries, conversions or other events on Ads generated by any individual, bot, automated means or similar device/means, including through any events originating from your IP addresses or devices under your control; and
4. any impression or event occurring on a Property that does not comply with our Terms or policies.

If any restricted activity is detected (either prior to or after payment made to you for that related activity), NewsocHub will be entitled to adjust future payments to you and refund advertisers/advertising agencies their payments made to us in relation to the associated use of your Properties. You expressly agree that in the event NewsocHub issues such refunds to advertisers/advertising agencies, you will not be entitled to any payment for any related use of the Services.

Privacy

Please refer to our privacy policy which explains how we collect and use your personal data.

You shall ensure the Properties have a privacy policy in place at all times when you are using our Services.

You shall use your reasonable endeavor to ensure an end user gives consents that are legally required to the storage and access of any related information in relation to the Services.

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 content within the Services, include, but without limitation, that each Property will receive Ads, or the availability, reliability and profitability of the Services.

NewsocHub shall not be responsible for:

1. general fluctuations in visitor numbers;
2. issues arising with third parties, regardless of the nature of said parties’ relationship with NewsocHub and Publishers;
3. consequences from changes made by you independently or against suggestions or recommendations of NewsocHub;
4. any performance or sales revenue; or
5. any delay or omission of publication or any error in the placement of Ads.

Indemnification

You shall indemnify and hold harmless NewsocHub and its officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors, assigns and advertisers 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 Properties, your use of the Services or any breach of these Terms by you. For the purpose of this Section, our advertisers 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 under these Terms shall not, for any reason, exceed the aggregate amount received and retained by us in connection with the Services during the 3-month period immediately preceding that date of 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 Publisher, 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, special, indirect, exemplary, punitive damages, or losses and expenses whether in contract, tort or any other theory, arising from any failure to timely deliver the Services; and (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.

Termination

If we are investigating any suspected breach of these Terms or a Restricted Activity, in addition to any other rights, we may suspend or terminate your Account or engagement of any Property in our Services. In the event your Account is terminated due to the above reasons, you will not be entitled to any future payment for your prior use of our Services.

If you are in breach of any of these Terms, we may suspend or terminate your Account or engagement of any Property in our Services. The right to suspend 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.

If you wish to dispute termination of your Account or any payment made or withheld, you must notify us within fourteen (14) days of such event.

We may terminate your use of our Services 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.

You may terminate your use of the Services via the Account. Your Account will be deemed terminated within 14 days of our receipt of such application.

Testing

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

Nature of Relationship

The Parties agree that they are independent contractors and 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, the legality, validity or enforceability of the remaining provisions shall not in any way be affected or impaired.

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.