Brave Rewards: Advertiser Terms of Service

Last Updated: March 29, 2023

Brave Software International SEZC

These Brave Advertiser Terms of Service ("Terms") apply to your access to and use of Services (as defined in Section 1 below) provided by Brave Software International SEZC, a Cayman Islands company ("Company" or "we"). By accessing or using our Services, you agree to these Terms. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 13, do not access or use our Services.

For information about how we collect and use your data, please refer to our Advertisers Privacy Policy.

If you have any questions about these Terms, please contact us at advertisers@brave.com.

You and Company agree as follows:

1. Overview and Scope

Company has released a decentralized, open-source platform (the "Platform") for advertising, contributions to publishers, and other attention-based services in connection with the Brave browser. People who use the Brave browser may activate the Platform's rewards feature ("Brave Rewards") for making optional contributions in Basic Attention Tokens ("BAT") to publishers and for earning BAT for viewing or interacting with advertisements.

These Terms govern the services (the "Services") that Company makes available to advertisers who establish an Advertiser Account with Company ("Brave Advertisers"), including the ability to place advertisements and obtain related services through the Platform.

2. Eligibility

In order to access and use our Services, you must

(a) be at least 18 years of age and have the capacity to enter into a legally binding agreement,
(b) comply with all the terms and conditions set forth in these Terms, and
(c) establish an Advertiser Account in accordance with Section 3. You may not access or use our Services if
(a) you are using our Services for personal, family or household purposes,
(b) you have been suspended from using our Services,
(c) under the applicable law of the jurisdiction(s) in which you reside or conduct business, you are prohibited from using the Services or do not have the requisite licenses or other governmental authorizations to use the Services,
(d) you are located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country,
(e) you are listed on any U.S. government list of prohibited or restricted parties, or
(f) your use of the Services breaches any other agreement to which you are a party. If you are accessing or using our Services on behalf of another person or entity: references to "you" in these Terms collectively refer to you and that person or entity, and you represent that you are authorized to accept these Terms on that person or entity's behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.

3. Advertiser Account

You can request to establish an Advertiser Account with us by joining the Brave Ads waitlist at https://brave.com/brave-ads-waitlist/. We will process these requests at our discretion. If you are selected, you will need to provide us information to establish an Advertiser Account ("Account Information"), including your name and email address. We may ask for additional Account Information at our discretion. The Account Information you provide must be true and accurate. You must promptly inform us whenever your Account Information changes.

When you establish your Advertiser Account, we may provide you with information related to the Services which is confidential. You have confidentiality obligations with respect to this information and these obligations are described in Section 7.

You must maintain the security of your Advertiser Account and promptly notify us if you discover or suspect that someone has accessed your Advertiser Account without your permission. If you permit others to use your Advertiser Account, you are responsible for the activities of such people that occur in connection with your Advertiser Account. You are responsible for providing and maintaining accurate contact information for your Advertiser Account.

If you wish to delete or deactivate your Advertiser Account, you may do so according to Section 16, but note that we may retain certain information as permitted by law, regulation or court order.

4. Advertising Content

You alone are responsible for the ads submitted for the Platform on your Advertiser Account ("your ads"). You must ensure that your ads are truthful, not misleading, comply with all applicable laws, and, when appropriate, backed by scientific evidence. Your ads must also be of a high quality and they must conform to our ad policy ("Ad Policy"), which we provide to you when you establish your Advertiser Account and which is incorporated into these terms. The Ad Policy includes a list of the geographic regions in which Brave Ads are intended to be shown as well as content classifications ("Content Classifications") (including prohibited classifications). We may update the Ad Policy, including the lists of Content Classifications and regions from time to time. It is your responsibility to review these changes to the Ad Policy on an ongoing basis.

You must accurately label your ads with the region(s) in which they are to be shown, and all of the Content Classifications which apply to them. The subject of each of your ads must be legal to advertise, sell, and use in all of the regions with which you label that ad, as well as in the USA, the state of California, and the Cayman Islands. The Content Classifications you select for each of your ads must be accurate and comprehensive. Your classification obligations include without limitation, the content of your ads, their landing page(s), and the overall reputation of your brand and products in the region(s) where your ads are to be shown. You must not submit ads which are in prohibited Content Classifications.

Your ads are subject to review and approval by us before they are activated for delivery in the Platform. We may also review your ads at any point and for any reason. If you fail to correctly and comprehensively label any of your ads with all of the correct Content Classifications, if you post an ad in a prohibited Content Classification, or if your ads for any reason do not pass our approval process, or are otherwise deemed to be in violation of these Terms, we may — at our discretion — disable those ads, immediately halt all of your ads, suspend you from the platform, or apply other remedies we think are needed to ensure the quality and reputation of the Platform. Our determination in these matters, including as to which Content Classifications apply to any of your ads, is final and binding.

You grant a non-exclusive, worldwide, royalty-free license to Company to reproduce, distribute, publicly display, and modify (as needed for display on the Platform) your ads for the purpose of displaying your ads via the Platform and otherwise providing the Services to you under these Terms.

Brave reserves the right to suspend campaigns at any time if Brave suspects that the advertiser campaign poses a safety risk to our users including if Brave suspects that the advertising company has a security breach/incident and/or other significant operational failures, provided that Brave will provide as much notice to Advertiser as is reasonably practicable under the circumstances prior to suspending a campaign.

Campaign performance may vary and is not guaranteed by Brave.

5. Invoicing & Payment

Your ads are priced based on the billable events ("Billable Events") described in the Brave Ads Rate Card ("Rate Card") then in effect. The Rate Card is shared with you when you establish your Advertiser Account, and we may update it from time to time. The Rate Card is incorporated into these Terms. When the Brave browser displays one of your ads or processes any other Billable Event, it reports that Billable Event to us. Once we have received a confirmed insertion order from you, you are responsible for all of the Billable Events associated with that campaign. Approximately every month, we verify and tally the Billable Events associated with all of your active ad campaigns and issue you an invoice. Our accounting of Billable Events is final and binding. You agree to pay the full amount of each invoice within 30 days of receipt.

6. Taxes

You are responsible for determining what, if any, taxes apply to your use of the Services, and for withholding, collecting, reporting and remitting the correct taxes, if any, to the appropriate tax authorities. Company is not responsible for withholding, collecting, reporting, or remitting any tax arising from your use of the Services. You agree to provide information reasonably requested by Company, including completed and signed tax forms, as applicable.

7. Confidentiality

In the course of your use of the Services, we may disclose to you information which we consider confidential, including without limitation the Ad Policy and the Rate Card. Confidential information ("Confidential Information") includes any information, details, facts, documents, messages, correspondence, or other material which:

we have not previously deliberately disclosed publicly;
we indicate is confidential at the time we share it with you;
is marked as private, confidential, restricted, or with similar indicators; or
you should reasonably conclude we intend to keep confidential.

You agree to use this Confidential Information solely for the purpose of exercising rights or fulfilling obligations under these Terms. You also agree to protect this Confidential Information and to keep it secret, using no less than the same degree of care that you use when you protect your own similar confidential information, and in any event at least a reasonable degree of care.

In the event that you receive a valid order from a court or other government body which legally compels you to disclose any Confidential Information, you agree to make every lawful attempt to inform us of the order and to assist us in seeking to narrow the scope of the order, or obtain a protective measure to protect the secrecy of the Confidential Information. But if you are legally prevented from informing us or our attempt to limit the scope of the order unsuccessful, then you may disclose Confidential Information as specifically required by the order.

If you cease to be a Brave Advertiser, you will promptly destroy all copies of Confidential Information in your possession. But your confidentiality obligations will persist so long as you have access to or recall any Confidential Information.

8. Prohibited Conduct

While using or accessing our Services, you will not:

(a) violate any applicable law, contract, intellectual property or other third-party right or commit a tort;
(b) engage in, encourage or promote any activity that violates these Terms;
(c) attempt to circumvent any content-limiting techniques we employ;
(d) develop or use any non-Brave scripts or applications designed to scrape or extract data from the Services;
(e) use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from utilizing the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner;
(f) use the Services for benchmarking purposes or for the purpose of developing a competitive product; or
(g) manipulate, or attempt to manipulate, the Services in any way.

In the course of using or accessing the Services, you must not:

(h) commit a criminal offense; violate any local, state, national, or international law; encourage others to do so; or provide instructions for doing so;
(i) infringe any patent, trademark, trade secret, copyright, or other similar exclusive or proprietary right protected by law;
(j) distribute malicious software or malformed data which is intended to or has the effect of disrupting the operation of other computer systems;
(k) take any action which poses, in our sole judgment, a reasonable risk of exposing the Services or others to any harm or liability of any type;
(l) confirmations for Brave Ads: where Brave provides country level anonymous statistics to assist in measuring the impact of advertising placed with Brave, the Advertiser agrees that it is prohibited from taking any measures to identify users of the Brave Browser.

9. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the "Company Parties") from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys' fees) that arise from or relate to:

(a) your access or use of the Services,
(b) your ads
(c) your responsibilities or obligations under these Terms,
(d) your violation of these Terms, or
(e) your violation of any rights of any other person or entity.

We reserve the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this Section 9. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.

10. Disclaimers

To the fullest extent permitted by applicable law and except as otherwise specified in writing by us:

(a) the Services are made available on an "as is" and "as available" basis without warranties of any kind;
(b) we expressly disclaim all implied warranties as to the Services, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement;
(c) we do not represent or warrant that the Services are reliable, current or error-free, meet your requirements, or that defects in the Services will be corrected; and
(d) we cannot and do not represent or warrant that the Services are free of malware or other harmful components.

11. Limitation of Liability

(a) To the fullest extent permitted by applicable law:

(i) in no event will Company or any of the Company Parties be liable to you for any indirect, special, incidental, consequential, or exemplary damages of any kind (including, but not limited to, where related to loss of revenue, income or profits, loss of use or data, or damages for business interruption) regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable); and
(ii) in no event will the aggregate liability of Company and the Company Parties (individually or jointly), whether in contract, warranty, tort (including negligence, whether active, passive or imputed), or other theory, arising out of or relating to the Services or these Terms exceed the total amount you have spent on your ads.

(b) The limitations set forth in Section 11(a) will not limit or exclude liability for the gross negligence, fraud or intentional, willful or reckless misconduct of Company.

(c) Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.

12. Release

To the fullest extent permitted by applicable law, you release Company and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between you and other Brave Advertisers, Brave Verified Publishers, Brave Rewards Users, Uphold or the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

13. Dispute Resolution; Arbitration

Please read the following section carefully because it contains additional provisions applicable only to individuals located, resident, or domiciled in the United States. If you are located, resident, or domiciled in the United States, this section requires you to arbitrate certain disputes and claims with Company and limits the manner in which you can seek relief from us.

1. Binding Arbitration.

Except for any disputes, claims, suits, actions, causes of action, demands or proceedings arising from or related to the Services, including the Terms, Terms, the data we process in connection with the Services and our Advertiser Privacy Policy (collectively, "Disputes") in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, or small claims disputes in which you or Company seeks to bring an individual action in small claims court located in the county of your billing address, you and Company:

(i) waive your and Company's respective rights to have any and all Disputes resolved in a court, and
(ii) waive your and Company's respective rights to a jury trial. Instead, you and Company will arbitrate

Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

2. No Class Arbitrations, Class Actions or Representative Actions.

Any Dispute is personal to you and Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

3. Federal Arbitration Act

The enforceability of this Section 13 will be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the "FAA"), to the maximum extent permitted by applicable law.

4. Notice; Informal Dispute Resolution

Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Company shall be sent by e-mail to Company at advertisers@brave.com. Notice to you shall be by email to the email address in your Advertiser Account. Your notice must include

(i) your name, postal address, email address and telephone number,
(ii) a description in reasonable detail of the nature or basis of the Dispute, and
(iii) the specific relief that you are seeking.

If you and Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either you or Company may, as appropriate and in accordance with this Section 13, commence an arbitration proceeding or, to the extent specifically provided for in Section 13.1, file a claim in court.

5. Venue & Arbitrator

Any arbitration will occur in San Francisco County, California. Arbitration will be conducted confidentially by a single arbitrator in accordance with the Streamlined Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services ("JAMS Rules"), which are hereby incorporated by reference. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

6. Authority of Arbitrator; Exchange of Information; Fees and Costs

As limited by the FAA, these Terms and the applicable JAMS Rules, the arbitrator will have

(i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and
(ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual's claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. For any arbitration you initiate, you will pay the filing fee, and Company will pay the remaining JAMS fees and costs. For any arbitration initiated by Company, Company will pay all JAMS fees and costs.

7. Rules of JAMS

The JAMS Rules and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either

(i) acknowledge and agree that you have read and understand the JAMS Rules, or
(ii) waive your opportunity to read the JAMS Rules and any claim that the JAMS Rules are unfair or should not apply for any reason.

8. Severability of Dispute Resolution and Arbitration Provisions

If any term, clause or provision of this Section 13 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 13 will remain valid and enforceable.

9. Opt Out

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the Terms by notifying us via email at advertisers@brave.com. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with section 13.

14. Governing Law and Venue

These Terms will be governed by and construed and enforced in accordance with the laws of the Cayman Islands, without regard to conflict of law rules that would cause the application of the laws of any other jurisdiction. Any Dispute between the Parties arising out of relating to these Terms or its subject matter or formation (including non-contractual Disputes of claims) that is not subject to arbitration will be resolved in the courts of the Cayman Islands.

15. Changes to these Terms

We may make changes to these Terms from time to time. If we make changes, we will update the "Last Updated" date above. Unless we notify you to the contrary, the amended Terms will be effective immediately and your continued access to or use of the Services will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using the Services.

16. Termination and Suspension

We reserve the right, without notice and in our sole discretion, to terminate or suspend your right to access or use the Services (including termination or suspension of your Advertiser Account), with immediate effect. We are not responsible for any loss or harm related to your inability to access or use the Services.

You may terminate your Advertiser Account at any time by providing notice to us at advertisers@brave.com. If your account is terminated for any reason, you will continue to protect the Confidential Information as described in Section 7, and you will remain responsible for payment related to your previous use of the Services as described in section 5.

17. Severability

If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

18. Miscellaneous

These Terms constitute the entire agreement between you and us relating to your access to or use of the Services, and supersede any prior agreements with Company or its affiliates, express or implied, relating to the Services. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. You may not assign your rights and obligations under these Terms without our express written consent. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Your access to or use of the Services does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, may be provided in electronic form.