Terms of Service

These Terms of Service (“Terms”) are a binding agreement between you and Blink 5 Media (operating entity in formation) (“Blink 5 Media”, “we”, “our”). If you do not agree, do not access or use the service.

Our Privacy Policy and Cookie Policy are incorporated by reference into these Terms.

To use Blink 5 Media you must:

• Be at least 18 years old (or the age of majority in your jurisdiction)
• Have the legal authority to enter into these Terms on your own behalf or on behalf of the business you represent
• Be authorized to use a valid invite code if you are signing up as an advertiser
• Operate or own a physical storefront if you are signing up as a store partner

• You are responsible for the accuracy of the information you provide and for any activity that occurs under your account.
• Keep your password confidential. Notify us immediately at legal@blink5media.com if you suspect any unauthorized use.
• You may not share your account, transfer it, or let anyone else use it without our written consent.

If you sign up as an advertiser:

• You must own or have the right to use every creative you submit.
• Every campaign goes through operator review and then store-level approval. Blink 5 Media may reject campaigns at its sole discretion. Store partners may reject campaigns assigned to them.
• You may not use Blink 5 Media to promote illegal goods or services, run misleading or deceptive ads, target minors with restricted content, or violate the rights of any third party.
• By submitting a campaign you confirm it complies with the laws of every jurisdiction where it will be displayed.

If you sign up as a store partner:

• You confirm you have the right to install a display tablet in the location you list.
• You retain full editorial control. You may approve or reject any ad assigned to your store before it runs.
• You agree to keep the tablet powered on and in good working order during the location's normal operating hours.
• Payouts are estimates only during the pilot. Actual amounts depend on running campaigns and on your acceptance of ads.

Whether you are advertising or hosting, you may not submit content that:

• Infringes any patent, trademark, copyright, or other intellectual property right
• Contains malware, viruses, or any code intended to disrupt the service
• Is unlawful, defamatory, obscene, harassing, or deceptive
• Promotes hate or violence against any group
• Misrepresents the identity of the advertiser, the store, or Blink 5 Media

We may remove any content that violates these rules without warning. Repeated or serious violations may result in account termination.

Your content

You retain ownership of the creatives, copy, brand assets, and other content you submit (collectively, “Your Content”). By submitting Your Content you grant Blink 5 Media a worldwide, non-exclusive, royalty-free, fully sublicensable license to host, store, reproduce, reformat, transmit, and publicly display Your Content on partner store tablets and within our dashboards, solely to operate the service as you have configured it. The license terminates within a commercially reasonable period after you delete the relevant campaign or special, except as needed to comply with legal obligations, resolve disputes, and enforce these Terms.

You represent and warrant that:

• You own Your Content or have all rights, licenses, consents, and permissions necessary to grant the licenses above.
• Your Content does not infringe or misappropriate any third party's patent, copyright, trademark, trade secret, right of publicity, or other proprietary or personal right.
• Your Content complies with all applicable laws and the Content Rules in §06.

Our platform

The Blink 5 Media website, software, source code, designs, layouts, brand, logos, and underlying IP are owned by Blink 5 Media (operating entity in formation) or its licensors and are protected by U.S. and international IP laws. We grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the service for its intended purpose under these Terms. Nothing in these Terms transfers any other right, title, or interest to you.

Feedback

If you send us suggestions, ideas, or feedback about the service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose, without obligation or compensation to you.

Pricing for advertiser plans is shown on the Pricing section. During the pilot phase, billing is handled by your Blink 5 Media account manager. Self-serve billing will be introduced in a future release. We will notify you at least 30 days before any material change to pricing or billing for your plan.

You may not:

• Use automated tools to access the service except via documented APIs
• Probe, scan, or test for vulnerabilities without written permission
• Interfere with or disrupt the service
• Submit forms or requests at a rate that exceeds normal human use
• Attempt to reverse engineer or extract underlying source code

Coordinated security research is welcome. Email legal@blink5media.com to coordinate.

We may suspend or terminate your access to the service at any time if you violate these Terms, if your activity creates legal or security risk for us or another user, or if your account is inactive for more than 12 months. You may close your account at any time by emailing hello@blink5media.com.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLINK 5 MEDIA DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BLINK 5 MEDIA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUES. OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US IN THE 12 MONTHS BEFORE THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100).

Your indemnification of Blink 5 Media

You will defend, indemnify, and hold harmless Blink 5 Media (operating entity in formation) and its officers, directors, employees, and agents from and against any and all third-party claims, demands, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your Content, including any allegation that Your Content infringes, misappropriates, or violates any third party's intellectual property, publicity, privacy, or other right.
• Your breach of these Terms, including the representations and warranties in §07.
• Your violation of any applicable law or regulation.
• Your misuse of the service.
• Disputes between you and a counterparty on the network (e.g. between an advertiser and a store partner) arising from content or conduct you control.

Procedure

As a condition of indemnification, Blink 5 Media will: (a) give you prompt written notice of the claim; (b) give you sole control over the defense and settlement of the claim, except that you may not settle a claim that admits fault on our behalf, imposes any non-monetary obligation on us, or restricts our ability to operate the service, without our prior written consent (not to be unreasonably withheld); and (c) provide reasonable cooperation in the defense at your expense.

Our IP indemnification of you

Blink 5 Media will defend you from a third-party claim that the Blink 5 Media platform itself (as we provide it, not as modified or combined by you) infringes a U.S. patent, copyright, or trademark of the claimant, and will pay the resulting damages and reasonable costs finally awarded against you or agreed to in a settlement we approve. This obligation does not apply to claims arising from:

• Your Content or any content provided by you or a counterparty on the network.
• Your modification of the platform or its use in combination with anything not provided by Blink 5 Media.
• Your continued use of an allegedly infringing version after we have provided a non-infringing alternative.
• Use of the platform other than in accordance with these Terms or applicable documentation.

Our remedies for an infringement claim

If a claim for which we owe indemnification is brought or Blink 5 Media reasonably believes one is likely, we may, at our option and expense: (a) procure the right for you to continue using the affected portion of the platform; (b) modify the platform so it is non-infringing while substantially preserving its functionality; or (c) replace the affected portion with a non-infringing equivalent. If none of these are commercially reasonable, we may terminate the affected campaign or service and refund any pro-rated, unused fees you have prepaid for it.

The remedies in this section are your sole and exclusive remedies, and Blink 5 Media's entire liability, for any third-party claim that the Blink 5 Media platform infringes intellectual property rights.

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws principles. Any dispute will be resolved exclusively in the state or federal courts located in New York County, New York, and you consent to personal jurisdiction there.

We may revise these Terms from time to time. When we make material changes we will update the Last updated date at the top and, where the change is significant, notify you by email or by an in-product notice at least 14 days before the change takes effect. Continued use of the service after the change constitutes acceptance.

Blink 5 Media (operating entity in formation)
[Registered office address — pending incorporation]
New York, NY
United States
legal@blink5media.com