Nextdoor Ads Terms of Service

The following terms do not apply to Nextdoor’s managed advertising services. Please contact a Nextdoor sales representative for an insertion order. For the Self-Service Advertising Terms for the Neighborhood Ad Center, please see here.

 

These Nextdoor Ads Terms of Service are effective July 20, 2022. For already-billed Ads (also referred to as Campaigns), these new Nextdoor Ad Terms are effective 7 days after we notify you via email. To review the previous version of these Nextdoor Ads Terms, go here.

 

These Nextdoor Ads Terms of Service (these “Nextdoor Ads Terms”) govern Customer’s use of the Nextdoor Ads platform and associated tools for creation, submission, delivery, measurement, analytics, and related activities associated with any advertising or other commercial or sponsored activity or content (collectively, the “Ad Service”) sold by Nextdoor, Inc. and its affiliates (“Nextdoor”), and any advertising campaigns Customer purchases through the Ad Service (“Ad” or “Ads”). The term “Customer” or “you”, as used herein, means the entity whose content will be displayed by Nextdoor through the Ad Service pursuant to these Nextdoor Ads Terms. Where applicable in respect of the placement of Ads through the Ad Service, the term “Customer” may also be used to refer to any agent acting on the advertiser’s behalf (“Agent”).

 

BY ACCEPTING THESE NEXTDOOR ADS TERMS, PURCHASING AN AD OR UTILIZING ANY PART OF THE AD SERVICE IN ANY MANNER, CUSTOMER REPRESENTS AND AFFIRMS HAVING READ, UNDERSTOOD, ACCEPTED AND AGREED TO BE LEGALLY BOUND BY THESE NEXTDOOR ADS TERMS.

 

PLEASE READ THESE NEXTDOOR ADS TERMS, THE BUSINESS SERVICES TERMS AND THE MEMBER AGREEMENT CAREFULLY AS THEY REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

 

1.   Account Creation; Access.

 

a.     In order to use the Ad Service as contemplated by these Nextdoor Ads Terms, Customer must create an Ad Service account (“Account”). As part of the Account setup, Customer will set log-in credentials for its Account. After the initial creation of Customer’s Account, Customer may authorize users, including any Agents, to access and use Customer’s Account on Customer’s behalf for the purposes described in these Nextdoor Ads Terms. It is the Customer’s obligation to validate all approved Account users and to maintain the security of all Account credentials. Customer is responsible for all activity that occurs in its Account, including the actions of each individual and/or Agent with access to Customer’s Account.

 

2.   The Ad Service.

 

a.     Customer authorizes Nextdoor to place advertisements, related technology and other content that Customer provides in connection with the Ad Service (“Ad Content”) on any Nextdoor or third party product or property made available in connection with the Ad Service (the “Ad Service Properties”).

 

b.    Customer is solely responsible for: (i) Ad Content; (ii) applications, content and properties to which the Ad Content directs or redirects any user, including any services and products referenced in the Ad Content or on Customer’s websites, mobile apps, physical stores, or any other physical or digital medium (collectively, “Customer Properties”); (iii) its use of the Ad Service, including ad bidding, trafficking, and targeting decisions; and (iv) compliance with laws applicable to Customer concerning the foregoing, including but not limited to providing privacy or other notices to and receiving consents from all users that engage with its Ad Content.

 

c.     Customer grants to Nextdoor a non-exclusive, worldwide, royalty-free, fully-paid up, transferable and sublicensable right and license to access, use, store, distribute, reproduce, modify, transmit, perform, display and publish the Ad Content in inventory placements on the Ad Service Properties and as otherwise necessary to provide the Ad Services. Except as otherwise agreed to in writing, Customer further grants to Nextdoor the right and license to reference Customer as a customer and include Customer’s Ad Content in Nextdoor’s marketing materials and in communications with investors and current or prospective customers. As between Customer and Nextdoor, Customer acknowledges and agrees that Nextdoor owns all right, title and interest (including, all intellectual property and proprietary rights) in and to the Ad Services, the Ad Service Properties and the Reporting Data. Further, Customer understands that once displayed, Ad Content is public information and may be shared and accessed outside of Customer’s targeted audience.

 

d.    For clarity, Nextdoor’s Member Agreement, along with any additional terms between Customer and Nextdoor, including Nextdoor’s Business Services Terms, govern Customer’s use of any Nextdoor website, product, or service other than the Ad Service.

 

3.   Ad Policies.

 

a.     Customer’s use of the Ad Service must comply with all Applicable Laws (defined below) and is subject to Nextdoor’s policies made available to Customer (collectively “Ad Policies”), including Nextdoor’s Community Guidelines and Advertising Policies. Nextdoor may modify the Ad Policies from time to time.

 

b.    Nextdoor may reject or remove Ad Content at any time for any reason including but not limited to where Nextdoor reasonably suspects or becomes aware that such Ad Content infringes any Applicable Laws, regulations, third-party rights, or Ad Policies.

 

c.     Nextdoor may suspend or terminate Customer’s participation in the Ad Service for any reason including but not limited to where Nextdoor believes in good faith that Customer is in breach of the Nextdoor Ads Terms or Ad Policies.

 

d.    Nextdoor may modify or cancel the Ad Service in whole or part at any time.

 

4.   Ads.

 

a.     When Customer purchases an Ad through the Ad Service, Customer will inform Nextdoor of the type of advertising Customer wants to buy, the amount Customer wants to spend, and, if applicable, Customer’s bid. If Nextdoor accepts Customer’s Ad, Nextdoor will deliver Ad Content to the audience or through the formats Customer specifies; provided, however, Nextdoor does not guarantee that in every instance Customer’s Ad Content will reach its intended audience.

 

b.    Nextdoor will determine the size, placement and positioning of Ad Content in its sole discretion.

 

c.     Scheduling of delivery of Ad Content is subject to availability and may not be continuous.

 

d.    Nextdoor does not guarantee the reach or performance of Ad Content, campaigns, Tags, or the Ad Service.

 

e.     Customer is responsible for including any legally required disclosures in the Ad Content.

 

f.      Nextdoor makes no commitments regarding editorial adjacency, content adjacency, or competitive separation of Customer’s Ad Content on the Ad Service Properties. Customer acknowledges that the Ad Service Properties contain user-generated content.

 

g.     Nextdoor may use Ad Content for its advertising, marketing, and promotional purposes after Ad Content has run on the Ad Service Properties.

 

5.   Payments; Cancellation; Refunds.

 

a.     Charges.

 

                                           i.         Customer will pay all charges incurred in connection with the Ad Service based on the applicable billing metric (e.g. impressions, engagements, clicks or other metrics) (“Charges”). Charges will be based solely on Nextdoor’s measurements and are inclusive of any applicable taxes. Customer will pay all applicable taxes and other government charges. If a purchase is subject to taxes (including value-added taxes (“VAT”) or goods and services taxes) and Customer is required by Applicable Laws to remit and report those taxes, Customer agrees to remit and report those taxes to the appropriate taxing authority.

 

                                         ii.         To the maximum extent permitted by law, Customer waives all claims related to Charges not disputed in writing 60 days after the applicable invoice or credit card charge. Nextdoor may extend, revise or revoke credit and invoice billing to Customer at any time in Nextdoor’s sole discretion. Customer is responsible for maintaining the security of its advertising account and acknowledges and understands that Customer will be charged for any purchases placed on or through Customer’s advertising account.

 

                                        iii.         If Customer sets a daily budget for an Ad campaign, Customer acknowledges that the daily budget is a target but that on any given day, advertising may run that exceeds or is below such daily budget.

 

b.    Payment.

 

                                           i.         Customer will submit its payment card information for payment. Customer authorizes Nextdoor or Nextdoor’s third-party payment processor (currently Stripe and its affiliates) to obtain pre-authorization and charge Customer’s payment card for Charges at Nextdoor’s convenience, including but not limited to at any time an Ad is purchased, at any time any changes are made to an Ad (such as Customer increasing its budget), on a recurring basis whenever Customer reaches its billing threshold if Customer selects one or more continuous Ads, or, if Customer selects at least one Ad of 31 or more days, in installments whenever Customer reaches its billing threshold.

 

                                         ii.         Nextdoor may automatically set a billing threshold based on the expected 31-day cost of Customer’s first Ad of 31 days or more, or, for migrated Local Deals and Sponsorship Customers, based on the monthly cost of Customer’s previous subscriptions. Each time Customer’s Ad spending reaches the billing threshold, Nextdoor will charge Customer’s payment card. At Nextdoor’s discretion, Customer may modify the billing threshold. If Customer purchases more than one Ad, Nextdoor may charge Customer’s payment method at the billing threshold on a recurring basis that covers the continuation of one or more Customer Ads.

 

                                        iii.         Customer is solely responsible for any additional fees (e.g. overage fees) resulting from the use of the payment card for payment. Customer authorizes Nextdoor or its third-party payment processor to store Customer’s information, as updated from time to time, and, if needed, to continue billing the payment method until the Campaign for Ad Service has been fulfilled. If Nextdoor does not receive payment from Customer’s payment card issuer, their agents, or from Customer’s alternative payment method, Customer remains obligated to pay Nextdoor for any Campaigns delivered, and agrees to pay all amounts due upon request from Nextdoor or its agents. CUSTOMER IS RESPONSIBLE FOR PAYING ALL AMOUNTS BILLED TO CUSTOMER’S PAYMENT METHOD, WHETHER OR NOT AUTHORIZED BY CUSTOMER.

 

c.     Late Payments. If Customer’s payment method fails, or an invoice becomes past due, Nextdoor may take steps to collect past due amounts using collection mechanisms it deems appropriate and it may terminate Customer’s use of the Ad Service. Late payments will bear interest at a rate of 1.5% per month or the highest rate permitted by law, whichever is less. Customer will pay reasonable expenses and attorney’s fees Nextdoor incurs in collecting late payment.

 

d.    Cancellation. When you cancel a continuous Ad, you cancel the continuing renewal of the Ad and future charges associated with the Ad. The Ad will continue to run until the end of its 31-day billing cycle, after which the Ad will stop running. Ads of a set duration of less than 31 days cannot be canceled. For set duration Ads of longer than 31 days, you may cancel unbilled installments, and the Ad will continue to run until the end of the billing cycle. You will not be charged another fee for the canceled Ad. You will not receive a refund for the current billing cycle. If you have other active Ads, you will continue to receive charges for those Ads. Customer may visit Nextdoor’s Help Center for instructions on how to cancel any Ads or how to contact support.

 

e.     Refunds. Customer is responsible for, and Customer’s payment method may be charged for, all fees associated with Ads already published. Nextdoor reserves the right to evaluate refund requests on a per-case basis and may refuse to provide a refund, including in circumstances where excessive requests have been made or Ads have been removed by Nextdoor for violation of Nextdoor’s published terms or policies. If granted, it may take 5-10 business days for the refund to appear in the Customer’s payment method account. Customer agrees that the above-described refund constitutes Customer’s sole and exclusive remedy.

 

6.   Representations and Warranties.

 

a.     Customer represents and warrants that: (i) it has all necessary rights to grant to Nextdoor the licenses specified in these Nextdoor Ads Terms; (ii) the Ad Content and Customer Properties will comply with all applicable laws, regulatory requirements, industry rules or self-regulatory guidelines, and governmental regulations, including, without limitation, the California Consumer Privacy Act and the Telephone Consumer Privacy Act (where applicable) (collectively, “Applicable Laws”); (iii) Customer’s use of the Ad Service and any associated disclosure of Customer-provided data to Nextdoor complies with Customer’s privacy policy and Applicable Laws; (iv) the Ad Content does not infringe or misappropriate the rights of any third party; (v) it has the necessary authority to agree to these Nextdoor Ads Terms and make all decisions, and take all actions relating to Customer’s account; (vi) the Ad Content could not reasonably be determined to tarnish the goodwill of Nextdoor or any Ad Service Properties; (vii) all Ad Content is free of viruses and/or other computer programming routines that may damage, interfere with, or expropriate any Nextdoor system data or information; (viii) clicking on Ad Content will not cause damage to or interfere with a user’s computer or other device or expropriate any user system data or information, change a user’s settings, or create a series of sequential, stand-alone advertisements (including by pop-up or pop-under window); (ix) it will not engage in, nor cause others to engage in, spamming or improper, malicious, or fraudulent clicking, impression, or marketing activities relating to the Ad Service; (x) it will not reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Ad Service, or any aspect or portion thereof; and (xi) it will not provide access to the Ad Service to any third party (other than its Agents).

 

 

b.    Customer represents and warrants that it is not named on the Specially Designated Nationals and Blocked Persons List or other sanctions lists administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury or otherwise subject to U.S. sanctions, and that its use of the Ad Service will not cause Nextdoor to violate any U.S. sanctions program.

 

 

 

7.   Confidentiality.

 

a.     Each party will take all measures to protect the secrecy of, and to avoid disclosure and unauthorized use of another party’s Confidential Information to a third party except: (i) to employees or agents who need to know it and who have agreed in writing to confidentiality obligations at least as protective as in these Nextdoor Ads Terms; (ii) as required by law after using reasonable efforts to provide advance notice of such disclosure; or (iii) with the disclosing party’s consent. “Confidential Information” means information disclosed by a party to the other party under these Nextdoor Ads Terms or in connection with use of the Ad Service, that is marked confidential or would reasonably be considered confidential under the circumstances, and excludes information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure; (b) becomes publicly known and made generally available after disclosure other than through the receiving party’s action or inaction; or (c) is in the receiving party’s possession, without confidentiality restrictions, prior to the time of disclosure, as shown by the receiving party’s files and records. All Confidential Information will remain the disclosing party’s personal property.

 

b.    Nothing contained in these Nextdoor Ads Terms will prevent either party from complying with Applicable Laws.

 

8.   Indemnity.

 

a.     By Customer. Customer agrees to defend, indemnify and hold harmless Nextdoor, and its officers, directors, employees, agents and affiliates, from and against all damages, liabilities, losses, costs, and expenses (including attorneys’ fees) (“Losses”) relating to any claim, action, suit or proceeding brought by a third party (“Claims”) arising out of or related to: (i) the Ad Content or Customer Properties; (ii) any actual or alleged breach by Customer or its Agent of these Nextdoor Ads Terms or Customer’s representations and warranties set forth herein; (iii) Customer’s or its Agent’s use of the Ad Service; (iv) breach of any Applicable Laws; and (v) Customer’s gross negligence or willful misconduct.

 

 

9.   Disclaimers; Limitation of Liability.

 

a.     EXCEPT AS EXPRESSLY SET FORTH IN THESE NEXTDOOR ADS TERMS, THE AD SERVICE, AD SERVICE PROPERTIES AND ALL RELATED INFORMATION, CONTENT AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND. Nextdoor does not warrant that the Ad Service, any Ad Service Properties or the information, materials or content provided therein will operate uninterrupted or error free, nor does Nextdoor warrant any results obtained through the use of the Ad Service or Ad Service Properties. To the maximum extent permitted by law, Nextdoor disclaims all warranties and representations (express, implied, statutory, oral or written) with respect to the Ad Service, advertising metrics, Ad Service Properties and information, materials and content therein, whether arising by operation of law, reason of custom or use in trade, course of dealing, or otherwise, including, but not limited to, any warranties of merchantability, fitness, suitability, non-infringement and condition of title.

 

b.    EXCEPT FOR (i) CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 7 ABOVE, (ii) CUSTOMER’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8 ABOVE, AND (iii) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) NO PARTY WILL BE LIABLE UNDER THESE NEXTDOOR ADS TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES (SUCH AS INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES), AND (B) EXCEPT FOR AMOUNTS DUE AND PAYABLE BY CUSTOMER HEREUNDER, NEXTDOOR’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OUR RELATING TO THESE NEXTDOOR ADS TERMS WILL NOT EXCEED THE AMOUNT ALREADY PAID OR PAYABLE BY CUSTOMER TO NEXTDOOR IN THE THREE-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

 

10.                 General.

 

1. 1. Entire Agreement. These Nextdoor Ads Terms, together with any additional terms that reference these Nextdoor Ads Terms as the controlling document, constitute the entire agreement between Customer and Nextdoor with respect to the use of the Ad Service. Where Customer uses certain features or functionality of the Ad Service, such additional terms will be presented via the Ad Service and are deemed accepted by Customer through use of such features or functionality.

 

1. 2. Nextdoor reserves the right to monitor and audit your compliance with these Nextdoor Ads Terms.

 

1. 3. Amendment. Nextdoor may amend these Nextdoor Ads Terms at any time. Nextdoor will provide notice to you (for example, by email and/or a notice displayed in the Ad Services or Ad Services Properties). The modified Nextdoor Ads Terms will not apply retroactively without your prior agreement, and will become effective for you 7 days after notification, except for changes made for legal reasons, which will become effective immediately. If you do not agree to these changes, you must stop using the Ad Services. Your continued use of the Ads Services after we publish or send a notice about our changes to these terms means that you are consenting to the updated terms as of their effective date. Customer’s continued use of the Ad Services after the effective date of amendments constitutes its acceptance of the Nextdoor Ads Terms, as amended. If Customer does not agree to the Nextdoor Ads Terms, as amended, Customer must stop using the Ad Services.

 

1. 4. Termination. Either party may terminate these Nextdoor Ads Terms at any time with notice to the other party, but any continued use by Customer of the Ad Service will be subject to the then-current Nextdoor Ads Terms at a URL made available to you. Sections 2 (The Ad Service), 3 (Ad Policies), 5 (Payments; Cancellation; Refunds), 7 (Confidentiality), 8 (Indemnity), 9 (Disclaimers; Limitation of Liability) and 10 (General) will survive termination of these Nextdoor Ads Terms.

 

1. 5. Governing law. These Nextdoor Ads Terms are governed by California law, without giving effect to any conflict of law principles, except as may be otherwise provided herein.

 

1. 6. Dispute resolution. If a dispute arises, the dispute resolution terms of Section 16(a) of the Member Agreement will apply to all disputes between you and Nextdoor arising out of the Nextdoor Ads Terms or otherwise in connection with these Nextdoor Ads Terms, except for payment disputes, which will be resolved as described in Section 5 (Payments; Cancellation; Refunds).

 

1. 7. Waiver; Severability. NOTHING IN THESE NEXTDOOR ADS TERMS IS INTENDED TO LIMIT A PARTY’S NON-WAIVABLE STATUTORY RIGHTS. If any provision of these Nextdoor Ads Terms is found invalid, illegal or unenforceable, the remainder of the Nextdoor Ads Terms will remain in full force and effect.

 

1. 8. Assignment. No party may assign any part of these Nextdoor Ads Terms or any right or duty hereunder without the other party’s written consent, except to an affiliate or in the event of a change of control. Any other attempt to assign is void.

 

1. 9. Relationship. No part of these Nextdoor Ads Terms creates any agency, partnership, or joint venture between the parties.