Sponsored Content & Advertising Terms

Effective: June 15, 2026 · Version 1.7

1. Parties, Definitions, Acceptance & Interpretation

Plain English: who this is between, the key defined words, how you accept, that the italic summaries don't bind, and that your IO wins in a conflict.

1.1. Parties. "Vendor" is The Defiant, a service of Defiant Media Inc. (229 Manorville Rd, Saugerties, NY 12477, USA). "Sponsor" is the entity that accepts these Terms by signing an IO, submitting materials, or paying an invoice that references them. Each is a "Party" and together the "Parties."

1.2. Definitions. "IO" means an Insertion Order or order form between the Parties. "Vendor Content" and "Sponsor Materials" have the meanings given in §12.1. "Force Majeure Event" has the meaning given in §18.1. Other capitalized terms are defined where first used.

1.3. Scope. These Terms govern all paid placements with Vendor — sponsored articles, partner posts, web/newsletter ads, social placements, audio/video integrations, podcast/video shoutouts, event coverage, and co-branded campaigns.

1.4. Acceptance. By signing an IO, submitting materials, or paying an invoice that references these Terms, the Sponsor accepts the version in effect on that date.

1.5. Order of precedence. Where an IO states a term that conflicts with these Terms, the IO controls for that engagement.

1.6. Interpretation. The italic "plain-English" summaries are provided for convenience only, are not part of the binding terms, and the numbered clause text controls in any conflict. Section headings are for reference only.

2. Editorial Independence & Labeling

Plain English: our newsroom is independent; paid content is always clearly labeled.

2.1. Vendor's newsroom is editorially independent; Sponsors have no influence over reporting, headlines, or story placement.

2.2. All paid content is clearly labeled ("Sponsored," "Presented by," "Media Partnership," or similar), produced by the Partnerships team, and compliant with FTC and IAB disclosure standards. Undisclosed sponsored posts are declined.

3. Eligibility

Plain English: the piece has to be about you and your product

3.1. Paid content must center on the Sponsor's own product, service, features, technology, or community, supported by factual, verifiable statements.

3.2. Vendor does not run rankings, "best-of," "top-X," league-table, comparison, or listicle content, or any piece intended to rate, rank, or compare other projects.

4. Prohibited Content

Plain English: no investment hype or token-shilling, and no high-risk verticals (gambling, weapons, adult, scams, etc.). If it looks like a scam or breaks the law, we won't run it.

Vendor will not publish the following (illustrative, not exhaustive):

4.1. Investment hype / solicitation: token or price promotion; projected/guaranteed yields, APY, "risk-free," or "100x" claims; pre-sales, token sales, ICO/IEO/IDO/STO/SAFT/launchpads/TGEs, IPO/pre-IPO, or any securities or investment solicitation; calls to buy/trade/stake/farm/mint/speculate; Ponzi/pyramid/MLM/HYIP, guaranteed-return bots or signals, pump-and-dump; unlicensed securities, brokerage, lending, money-transmission, or advisory services; and investment, legal, or tax advice.

4.2. Prohibited verticals: gambling/casino/sportsbook/lottery/games of chance; alcohol/tobacco/vaping; political campaigns or issue advocacy; cloud/hosted/mining-as-a-service; firearms/weapons/explosives; adult or sexual content; illegal drugs; mixers or sanctions/AML-evasion tools; counterfeit/pirated/IP-infringing goods; malware/phishing/scam/impersonation; hate/harassment/extremism; and spyware/stalkerware.

4.3. Conduct: deceptive, misleading, or unsubstantiated claims; anything implying Vendor's endorsement; and anything that appears to breach law or regulation.

5. Crypto Projects & Tokens

Plain English: we work with all kinds of crypto businesses and will cover your product even if you have a token. We just won't promote the token itself (price, returns, where to buy).

5.1. Crypto and web3 sponsors are welcome — protocols, infrastructure and tooling, wallets, regulated exchanges and custodians, data/analytics platforms, DeFi applications, events, and educational initiatives — to present their legally-compliant product, technology, or community. Having a token does not disqualify a Sponsor.

5.2. A token may be referenced only as neutral context — no price or performance discussion, projected returns/APY, trading tips, purchase or exchange-listing instructions, or calls to buy/stake/farm/speculate. 5.3. Sensitive sub-cases (regulated financial products, DeFi yield, consumer-finance apps, memecoin/NFT projects) are accepted only where there is no price, ROI, or speculative framing, and may require extra diligence, risk disclaimers, geo-targeting, or premium pricing at Vendor's discretion. 5.4. The §4 prohibitions (token sales, presales, guaranteed returns, scams) apply regardless of framing.

6. Pricing & Payment

Plain English: no minimum; pay up front (USD or USDC); fees aren't refundable.

6.1. Fees are payable in advance in USD or USDC (deposit/milestone schedules may be set in the IO) and are non-refundable except as expressly provided in these Terms or the IO (see §8 and §9).

6.2. Fees are exclusive of taxes; each Party bears its own taxes, and the Sponsor is responsible for any applicable VAT, GST, or withholding.

7. Scheduling, Assets & Expiry

Plain English: send assets/approvals and we schedule by availability. Use it within ~90 days/6 months or it expires.

7.1. Inputs. Placements require the Sponsor's assets, copy, and approvals per individual product guidelines; Vendor provides reasonable notice of specs. One revision round per deliverable is included.

7.2. Links & placement. Links in sponsored content are nofollow by default. Scheduling and on-page positions are at Vendor's discretion unless the IO states otherwise.

7.3. Delays reschedule, they don't forfeit. If the Sponsor is late with assets or approvals, the placement moves to the next available slot. Vendor will not publish without required Sponsor approval.

7.4. Expiry backstop. Inventory must be scheduled within 90 days of payment and the campaign completed within 6 months of payment; unused inventory then lapses and the related fees are forfeited. These periods are tolled for any delay caused by Vendor or by a Force Majeure Event, and Vendor may extend them in writing. Forfeiture applies where the delay is attributable to the Sponsor (including failure to provide inputs or approvals).

8. Make-Good

Plain English: if we miss an agreed date we run it next available; if we fail more than twice, you are entitled to a credit or refund for that item.

8.1. If Vendor cannot run a placement on the agreed date, Vendor will notify the Sponsor and run it at the next available opportunity. Failing to deliver a placement on the agreed opportunity more than twice (absent Sponsor-caused delay or a Force Majeure Event) entitles the Sponsor to a pro-rata credit or refund for that undelivered placement.

9. Editing, Corrections & Takedown

Plain English: we keep final editorial control and can edit, pause, or pull content for rule violations. If we pull it because of YOUR breach, there’s no refund; if we pull it for our own reasons (not your fault), you get a make-good or pro-rata refund. We fix genuine factual errors about you.

9.1. Vendor may edit, pause, decline, or remove content before or after publication for compliance, accuracy, legality, brand-safety, community-risk, or any breach of these Terms, retaining final editorial discretion. Vendor will not materially misrepresent the Sponsor; a material factual inaccuracy about the Sponsor identified post-publication will be promptly corrected or removed.

9.2. Removal due to Sponsor breach, misrepresentation, or prohibited content is non-refundable and owes no make-good. If Vendor removes or declines a placement for reasons not attributable to the Sponsor's breach, the Sponsor receives a make-good or pro-rata refund for the affected placement. A Sponsor may negotiate content permanence in the IO.

10. Reporting

Plain English: for articles we publish, we report views and our banner/social clicks a few days after the campaign wraps; you track traffic to your own site; we report results but don't guarantee them.

10.1. For published web/explainer articles, Vendor reports page views plus clicks on Vendor banners and social posts pointing to the content, delivered 3–5 business days after all placements in the package run (interim reports on request). The Sponsor is responsible for tracking traffic to its own properties (UTMs, vanity URLs, or codes).

10.2. Vendor reports performance but does not guarantee specific traffic, impressions, clicks, positions, or outcomes.

11. Due Diligence & Compliance

Plain English: we may run KYC/sanctions checks, ask you to back up claims, and decline or pause anything that fails compliance or brand-safety review.

11.1. Vendor may perform KYC and sanctions screening on Sponsors and their principals, require risk disclosures, request substantiation for claims, and apply geo-targeting where appropriate.

11.2. Vendor may reject or pause any campaign on compliance, legal, accuracy, brand-safety, or community-risk grounds at any time.

12. Intellectual Property & License

Plain English: we own what we produce, but you get a broad, perpetual license to use and repurpose it (and the raw footage on request). You keep your own brand assets.

12.1. Unless the IO states otherwise, Vendor retains ownership of the content it produces ("Vendor Content"), excluding Sponsor-provided materials ("Sponsor Materials").

12.2. Vendor grants the Sponsor a perpetual, worldwide, royalty-free, non-exclusive, sublicensable license to use, reproduce, distribute, display, excerpt, and create derivatives of the Vendor Content for the Sponsor's marketing and ecosystem purposes (without materially altering interview subjects' statements). Raw footage is available on written request within 90 days of publication.

12.3. The Sponsor grants Vendor a non-exclusive license to use Sponsor Materials to perform and promote the engagement (including case studies and sales collateral).

12.4. Neither Party may use the other's trademarks beyond the licenses above without prior written consent.

13. Representations, Warranties & Disclaimers

Plain English: you confirm your claims/materials are true, owned, legal, and that you're not a sanctioned party; we confirm we're authorized and will work professionally and lawfully. Beyond those, the services are "as is," and nothing we publish is financial advice.

13.1. Sponsor warranties. The Sponsor warrants that its statements are true, not misleading, and substantiated; that it owns or has rights to all Sponsor Materials; that its campaign complies with applicable laws, advertising standards, platform policies, and privacy requirements; and that neither it nor its principals are subject to sanctions or are otherwise a prohibited person.

13.2. Vendor warranties. Vendor warrants that it has authority to enter these Terms; that it will perform in a professional, workmanlike manner; that the Vendor Content (excluding Sponsor Materials) is original or properly licensed; and that it will obtain necessary releases from on-camera participants and comply with FTC and IAB disclosure requirements.

13.3. Disclaimer. Except as expressly stated, services are provided "as is" without implied warranties of merchantability or fitness, and Vendor does not guarantee specific results, traffic, or outcomes. Nothing Vendor publishes constitutes financial, investment, legal, or tax advice, and Vendor is not responsible for any decision made in reliance on published content.

14. Confidentiality

Plain English: we each keep the other's non-public info private for two years; this doesn't stop us publishing the agreed content.

14.1. Each Party will keep the other's non-public information (including unannounced products, prep materials, and the terms of the IO) confidential, using it only to perform the engagement, for two (2) years after completion. This excludes information that is public, already known, independently developed, or rightfully received from a third party.

14.2. Nothing in this section limits Vendor's right to publish the Vendor Content as contemplated by these Terms.

15. Indemnification

Plain English: you cover us for problems from your materials/breach; we cover you if our produced content infringes IP or breaks the law, or for our gross negligence; the usual notice/defense procedure applies.

15.1. The Sponsor will defend, indemnify, and hold harmless Vendor and its affiliates and personnel from third-party claims, fines, and costs arising from the Sponsor Materials or the Sponsor's breach.

15.2. Vendor will defend, indemnify, and hold harmless the Sponsor from third-party claims that the Vendor Content (excluding Sponsor Materials) infringes IP, violates law (e.g., defamation), or arises from Vendor's gross negligence or willful misconduct.

15.3. The indemnified Party will give prompt notice and reasonable cooperation; the indemnifying Party controls defense and may not settle in a way that imposes obligations on the other without consent.

16. Limitation of Liability

Plain English: no indirect/consequential damages, and each side's liability is capped at the fees for that engagement — except for indemnity, confidentiality, and willful/grossly-negligent conduct.

16.1. Neither Party is liable for indirect, incidental, or consequential damages. Each Party's total liability under an engagement is capped at the fees paid for that engagement, except for indemnification obligations (§15), breach of confidentiality (§14), and a Party's gross negligence or willful misconduct.

17. Term & Termination

Plain English: either side can exit for a breach that isn't fixed within 15 days; paid fees aren't refunded except for our non-delivery/removal (§§8–9). Key clauses survive.

17.1. These Terms apply for the duration of each engagement. Either Party may terminate for material breach not cured within fifteen (15) days of written notice.

17.2. Fees paid are non-refundable except as provided in §§8–9. Sections 6, 12–16, and 18–20 survive termination or completion.

18. Force Majeure

Plain English: nobody's liable for delays from things outside their control (disasters, outages, cancelled events); we reschedule in good faith.

18.1. Neither Party is liable for delay or failure (other than payment for services rendered) caused by events beyond its reasonable control, including acts of God, war, pandemic, governmental action, and platform outages (a "Force Majeure Event"). If a tied event is cancelled or materially altered, the Parties will negotiate a reschedule or revised scope in good faith.

19. General

Plain English: standard fine print — we're independent businesses, neither can hand the deal off without consent, this plus your IO is the whole agreement, and if one part fails the rest still stands.

19.1. Independent contractors. The Parties are independent contractors; nothing creates a partnership, joint venture, employment, or agency relationship.

19.2. Assignment. Neither Party may assign these Terms or an IO without the other's written consent, except to an affiliate or in connection with a merger or sale of substantially all assets.

19.3. Entire agreement. These Terms plus the applicable IO are the entire agreement on their subject matter and supersede prior discussions; amendments must be in writing.

19.4. Severability. If any provision is unenforceable, the remainder stays in effect.

19.5. Waiver. Failure to enforce a provision is not a waiver of it.

19.6. Notices. Notices (including breach and termination) are given in writing to the email addresses on the IO, or to sponsor@thedefiant.io for Vendor.

20. Changes, Governing Law & Contact

Plain English: we can update these (the version at signing/payment governs your deal); New York law; reach us at sponsor@thedefiant.io.

20.1. Vendor may update these Terms; the version in effect when an IO is signed or an invoice is paid governs that engagement (see Version History).

20.2. These Terms are governed by the laws of the State of New York, and disputes lie in the state or federal courts of New York County (an IO may specify a different governing law).

20.3. Contact: sponsor@thedefiant.io.