DONUT NEWS INC. SELF-SERVE ADVERTISING RESERVATION TERMS
These Self-Serve Advertising Reservation Terms (these "Terms") govern reservations placed through the self-serve advertising page of Donut News Inc. ("Company," "we," "us") by the individual or entity placing the reservation ("Sponsor," "you").
BY CHECKING THE ACCEPTANCE BOX AND SUBMITTING YOUR RESERVATION, YOU AGREE TO THESE TERMS. YOUR SUBMISSION RESERVES BUDGET AND AUTHORIZES YOUR PAYMENT METHOD. IT DOES NOT CREATE A BINDING CAMPAIGN AND DOES NOT ENTITLE YOU TO ANY PARTICULAR PLACEMENT, SCHEDULE, OR RESULT. FIGURES DISPLAYED ARE ESTIMATES, NOT GUARANTEES.
1. What you are submitting
1.1 A reservation, not a contract for services. Your submission is a request to reserve advertising budget with Company. It is an offer, not an agreement, and Company is under no obligation to accept it.
1.2 Acceptance and authority. You accept these Terms by checking the acceptance box and submitting. Your acceptance is an electronic signature with the same effect as a handwritten one. If you submit on behalf of an entity, you represent that you are at least eighteen years old and have full authority to bind that entity, and you and that entity are jointly responsible for all obligations here.
1.3 Scope is determined later, by Company. The advertising you receive, including the newsletters, audiences, placement types, quantities, positions, and dates, is not determined by your reservation. Company will contact you to gather required materials and information, and Company determines the scope and schedule of your campaign in its sole discretion, taking your preferences into account without being bound by them. Any preference you indicate at checkout, including timing, is informational only and creates no obligation.
1.4 No other terms apply. These Terms and your reservation record are the entire agreement on this subject. Any different or additional terms you submit, including in a purchase order, vendor portal, insertion order, invoice, or email, are rejected and have no effect unless Company agrees in a writing signed by an authorized Company representative.
2. Company's right to accept or reject
2.1 Review. Company reviews every reservation and will notify you of acceptance or rejection within five (5) business days. If Company does not respond within that period, the reservation is deemed rejected and any authorization is released.
2.2 Unrestricted discretion. Company may reject any reservation, in whole or in part, at any time before delivery begins, for any reason or no reason, and is not required to state a reason. Company does not maintain a list of permitted or prohibited advertiser categories, and no category, product, or Sponsor is pre-approved. Company's acceptance of one reservation does not obligate Company to accept any other.
2.3 Effect of rejection. If Company rejects a reservation before delivery begins, the payment authorization is released or, if already charged, the amount is refunded. That release or refund is Company's entire liability for the rejection.
2.4 Errors. If any price, figure, or other term displayed is incorrect due to a technical or clerical error, Company may cancel the reservation and release or refund the amount, whether or not it was previously accepted.
3. Payment
3.1 Authorization at submission. By submitting, you authorize Company and its payment processor to place an authorization hold on the payment method you provide. You are not charged at submission. You are charged upon Company's acceptance of the reservation.
3.2 Payment method. You represent that you are authorized to use the payment method provided and that the information supplied is accurate. You authorize Company to store the payment method with its processor and to re-attempt authorization if a charge fails.
3.3 Failed payment. If a charge is declined, reversed, or not collected, Company may cancel the reservation and withhold all services. Amounts unpaid after Company's written notice may bear a late charge of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less. You are liable for all attorneys' fees and other costs Company incurs in collecting unpaid amounts.
3.4 Chargebacks. You agree to contact Company before initiating any chargeback or payment dispute. If you initiate a chargeback for advertising Company has delivered, you remain responsible for the full amount plus any fees Company incurs in the dispute, and Company may refuse future reservations.
3.5 Taxes. Amounts shown exclude sales, use, VAT, GST, and similar taxes, which are your responsibility other than taxes on Company's net income.
3.6 No invoicing. Invoicing and net payment terms are not available for self-serve reservations.
4. Cancellation and refunds
4.1 Non-refundable after acceptance. Once Company accepts your reservation, all amounts are non-cancellable and non-refundable, including if you change your mind, your circumstances change, your marketing plans change, or you become dissatisfied with results.
4.2 Cancellation and rescheduling. Any campaign canceled within thirty (30) days of a scheduled send date is charged in full whether or not it runs. If you wish to reschedule, you must notify Company at least seven (7) days before the scheduled send date, and failure to give that notice is treated as a cancellation charged in full. A campaign rescheduled at your request more than twice is treated as a cancellation and charged in full whether or not it runs.
4.3 Limited exceptions. The only circumstances in which any amount is returned are: rejection under Section 2.3; a displayed error under Section 2.4; Company's election under Section 6.4; Company's decision not to publish under Section 7.4; your failure to supply materials where Section 8.3 provides a refund; and a Force Majeure Event under Section 14.
4.4 No refund based on results. No refund or credit is owed on the basis of the results your advertising achieves, including opens, clicks, impressions, conversions, traffic, revenue, or return on spend. Section 6.5 describes the only accommodation available for underperformance.
5. Estimates are not guarantees
5.1 Nature of displayed figures. Any audience, impression, open, click, conversion, revenue, return, or lifetime value figure displayed on Company's self-serve page, in a calculator or report, in marketing materials, or in any communication from Company is a non-binding illustrative projection. Such figures derive from historical averages across dissimilar campaigns, are not specific to your campaign, and are not a representation, warranty, prediction, or guarantee of any kind.
5.2 Figures you supply. Where a displayed figure is calculated in part from inputs you provide, including conversion rate, order value, or lifetime value, that output reflects your inputs, and Company makes no representation as to their accuracy or as to the result.
5.3 What you are paying for. Your payment reserves advertising budget with Company. It does not purchase any level of performance, any number of placements, any audience size, or any result. Actual outcomes vary widely based on your offer, creative, category, landing page, pricing, seasonality, list composition, and factors outside Company's control, and may fall materially below any figure displayed.
5.4 Control. This Section controls over any figure or statement displayed anywhere, and you acknowledge that you are not relying on any such figure in deciding to submit your reservation.
6. Scheduling, delivery, and accommodations
6.1 Company's discretion. Company selects the send dates, newsletters, audience segments, placement types, positions, and number of placements in its sole discretion, and may substitute or reschedule any of them at any time without notice. Substitutions and reschedules do not constitute a failure to perform.
6.2 No committed date or placement count. Company does not commit to any start date, end date, cadence, or number of placements. Company will use commercially reasonable efforts to complete delivery within [TWELVE (12)] months of acceptance.
6.3 Extension is the presumed remedy. Where Company has not completed delivery, Company's presumed and preferred remedy is to extend your campaign and provide additional advertising until Company determines delivery is complete. You agree that extension is an adequate remedy and that you will accept it in place of any monetary remedy.
6.4 Refund only at Company's election. Only where Company determines in its sole discretion that extension under Section 6.3 is impracticable may Company elect to issue a prorated refund for the undelivered portion. The choice between extension and refund rests solely with Company, and Sections 6.3 and 6.4 together are your exclusive remedy for non-delivery.
6.5 Goodwill accommodation for underperformance. Where your advertising has been delivered but performed materially below expectations, Company may, in its sole discretion and as a goodwill accommodation only, provide additional placements. Any such accommodation is voluntary, is not an entitlement, does not constitute an admission of any failure to perform, is not available in cash or credit, and sets no precedent for any future reservation.
6.6 Distribution. Company may publish and distribute your advertising through its affiliated newsletters, media properties, distribution partners, and third-party contractors.
7. Advertising content
7.1 Materials. You will supply the creative, copy, brief, logos, marks, destination URLs, and any other materials Company requests, in the formats and by the dates Company specifies.
7.2 Company may prepare or adapt. Company may prepare, edit, adapt, reformat, shorten, or restyle your advertising for length, format, house style, and editorial voice.
7.3 Approval. Company will provide the final version for your approval before publication, and your approval will not be unreasonably withheld or delayed. Your approval constitutes your representation that every claim, statement, and representation in the approved version is truthful, accurate, and substantiated, and that the approved version does not infringe any third-party right, regardless of who drafted it.
7.4 Company's right to decline or remove. Company may reject, require modification of, decline to publish, or remove or discontinue any advertising already published, at any time and in its sole discretion, including where Company determines it is inconsistent with Company's editorial standards, likely to harm Company's reputation or its relationship with its audience, in breach of these Terms, or unlawful. Company is not required to state a reason. If Company declines to publish and delivery has not begun, Company will refund the amount paid; if delivery has begun, Company will refund the amount allocable to the undelivered portion. These refund obligations do not apply where Company's decision results from your breach of Section 12, from content that is unlawful, deceptive, or infringing, or from your failure to meet your obligations under Section 8, in which case Company may retain the full amount.
8. Your cooperation
8.1 Response required. Company's ability to deliver depends on your timely response to Company's requests for materials and information.
8.2 Deemed approval. If you do not respond to a request for approval under Section 7.3 within [FIVE (5)] business days, Company may treat the version provided as approved and publish it, and Section 7.3 applies to that version as if you had approved it.
8.3 Failure to supply materials. If you do not supply the materials Company requests within [THIRTY (30)] days of Company's first request, Company may, at its sole election, either proceed using whatever materials and publicly available information Company has, or cancel and retain [fifty percent (50%)] of the amount paid as a cancellation charge, refunding the balance. Company has no obligation to hold budget open indefinitely.
9. License to your marks
You grant Company a limited, non-exclusive, royalty-free, sublicensable license to use your name, logo, trademarks, and tradenames as necessary to perform the advertising, including through Company's affiliates, distribution partners, publishers, media partners, vendors, and third-party contractors. All use inures solely to you, and Company acquires no goodwill or ownership interest. Company may identify you as a sponsor in its own marketing.
10. Ownership of Company-prepared creative
Where Company prepares or substantially adapts advertising, Company retains all right, title, and interest in that material and grants you no license to reproduce, adapt, or use it outside the advertising Company delivers.
11. Non-circumvention
11.1 Restriction. Company maintains proprietary relationships with the newsletters, publishers, and media partners through which it delivers advertising. During the term of your reservation and for one (1) year afterward, you will not, directly or indirectly, solicit, contract for, or obtain advertising or promotional services from any newsletter, publisher, or media partner in which Company placed your advertising, other than through Company. This restriction does not apply to any relationship you can demonstrate predated your reservation.
11.2 Remedy. You agree that monetary damages alone are inadequate for a breach of this Section and that Company is entitled to injunctive relief without posting a bond, to liquidated damages equal to [one hundred percent (100%)] of the amounts you paid to the affected newsletter, publisher, or media partner during the preceding twelve (12) months, and to any other available remedy.
12. Your representations and warranties
You represent and warrant that: (a) you have full right, power, and authority to enter into these Terms and perform your obligations; (b) your performance conflicts with no other agreement or third-party right; (c) Company's use of any materials you supply or approve will not infringe or violate any third-party right or give rise to any third-party claim; (d) all claims, statements, and representations you supply or approve are truthful, accurate, and fully substantiated, and comply with all applicable laws and regulations, including advertising, consumer protection, and disclosure rules; (e) you have obtained all consents, releases, and permissions from any individual whose name, image, likeness, voice, or statements appear in materials you supply or approve; (f) any destination linked from your advertising complies with applicable law, contains no malware or deceptive functionality, and accurately reflects the offer advertised; and (g) you will comply with all applicable laws, rules, and regulations.
13. No endorsement; disclosure; subscriber data
13.1 Nothing here constitutes an endorsement by Company of you, your products, services, or business practices. All advertising will be identified as sponsored and will not imply any partnership, affiliation, or joint venture beyond the sponsor relationship created here. You will issue no public statement or press release regarding this relationship without Company's prior written approval.
13.2 Company does not sell, license, or provide access to its subscriber list, subscriber email addresses, or other subscriber personal information. Any performance data Company provides is aggregated and de-identified, is provided as-is without warranty of accuracy, may be based on third-party reporting Company does not control, and is final and binding for all purposes under these Terms. You will not attempt to collect, scrape, or reverse-engineer subscriber identities.
14. Force majeure
If either party cannot perform because of substantial damage or destruction to its organization, a natural disaster, or the action or decree of a governmental body with appropriate jurisdiction, the affected party will promptly notify the other and work to resume performance. If it remains unable to perform, the other party may terminate on written notice, and Company will refund amounts allocable to advertising not delivered.
15. Warranty disclaimer
EXCEPT AS EXPRESSLY SET FORTH HERE, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND DISCLAIMS ALL SUCH WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING OR SECTION 5, COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT: (a) YOUR ADVERTISING WILL ACHIEVE ANY PARTICULAR RESULT, INCLUDING AS TO REACH, ENGAGEMENT, CLICKS, CONVERSIONS, OR RETURN ON SPEND; (b) PUBLICATION OR DISTRIBUTION WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM DELAY; (c) YOUR ADVERTISING WILL APPEAR IN ANY PARTICULAR NEWSLETTER, POSITION, FORMAT, OR PROMINENCE; (d) ANY PARTICULAR NUMBER OF PLACEMENTS WILL BE DELIVERED; OR (e) ANY THIRD-PARTY PLATFORM OR DISTRIBUTION CHANNEL WILL OPERATE WITHOUT INTERRUPTION OR ERROR.
16. Indemnification
You will indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, successors, and assigns from and against all claims, damages, losses, costs, liabilities, and expenses, including reasonable attorneys' fees, arising out of or relating to: (i) your breach of any representation, warranty, covenant, or obligation here; (ii) any negligent or wrongful act or omission by you or your employees, agents, or contractors; (iii) any advertising you supplied or approved, or any product, service, offer, or destination it promotes; or (iv) your violation of applicable law.
17. Limitation of liability
COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, OR WASTED EXPENDITURE, ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF FORESEEABILITY OR NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL COMPANY'S TOTAL AGGREGATE LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. COMPANY SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE EXCEPT TO THE EXTENT CAUSED BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS REFLECT THE ALLOCATION OF RISK BETWEEN THEM AND THAT COMPANY WOULD NOT ACCEPT RESERVATIONS WITHOUT THEM.
18. Dispute resolution
18.1 Good faith negotiation. The parties will first attempt to resolve any dispute through good faith negotiation.
18.2 Binding arbitration. Any dispute, controversy, or claim arising out of or relating to these Terms or their breach, termination, enforcement, interpretation, or validity, including the scope or applicability of this agreement to arbitrate, that is not resolved through negotiation within thirty (30) days will be resolved exclusively by binding arbitration before a single arbitrator in Austin, Texas under the JAMS Streamlined Arbitration Rules. The determination is final and binding. Judgment may be entered in any court of competent jurisdiction.
18.3 Class action waiver. ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PARTY AND MAY NOT PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING.
18.4 Jury trial waiver. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING UNDER OR RELATING TO THESE TERMS.
18.5 Prevailing party. In any arbitration, action, or proceeding arising under or relating to these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.
18.6 Time limit. Any claim must be brought within one (1) year after it arises or is permanently barred, to the extent permitted by applicable law.
18.7 Carve-outs. Either party may bring an individual action in small claims court within that court's jurisdiction, and either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property, confidential information, or rights under Section 11.
19. Governing law
These Terms are governed by the laws of the State of Texas, without regard to its conflict of laws rules.
20. General
20.1 Termination for cause. If either party fails to perform a material obligation, the non-breaching party may give written notice demanding cure within seven (7) days, and may terminate on written notice if not cured.
20.2 Survival. Sections 3, 4, 5, 9, 10, 11, 12, 13, 15, 16, 17, 18, 19, and 20 survive termination.
20.3 Changes to these Terms. Company may modify these Terms at any time by posting an updated version with a new effective date and providing notice by email or on the self-serve page. Changes apply to reservations submitted after that date, and your submission of any reservation after notice constitutes acceptance of the revised Terms.
20.4 Notices. Notices to Company must be in writing to contact@mydonut.co and
Donut News Inc.
9901 Brodie Lane
Ste 160 #1392
Austin, TX 78748
Notices to you go to the email associated with your reservation and are deemed given when sent absent a delivery failure notification. You consent to receive all notices, disclosures, confirmations, and communications electronically and agree that electronic delivery satisfies any requirement that they be in writing.
20.5 Assignment. You may not assign these Terms without Company's prior written approval. Company may assign freely, including in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.
20.6 Independent contractors. The parties are independent contractors. Nothing here creates a partnership, joint venture, agency, or employment relationship, and neither party may bind the other.
20.7 Severability. If any provision is held invalid or unenforceable, it will be limited or eliminated to the minimum extent necessary and the remainder will remain in full force and effect.
20.8 Waiver. No waiver of any breach waives any subsequent breach. Acceptance of payment after a default waives neither the default nor any right arising from it.
20.9 Entire agreement. These Terms and your reservation record are the entire agreement on this subject and supersede all prior understandings, written or oral. Where you and Company have executed a separate signed sponsorship agreement or insertion order covering the same advertising, that signed agreement controls.
20.10 Captions. Section titles are for convenience only, and neither define nor limit content.
Donut News, Inc.
9901 Brodie Lane
Ste 160 #1392
Austin, TX 78748
contact@mydonut.co