Terms of Service

These Terms of Service (“Terms”) govern your access to and use of AdsOnline (the “Service”), operated by AdsOnline (“we,” “our,” or “us”). By creating an account, signing an order or agreement through the Service, or otherwise using the Service, you agree to these Terms. If you do not agree, do not use the Service.

If you use the Service on behalf of a company, agency, or other organization, “you” includes that organization, and you represent that you are authorized to bind it to these Terms.

1. Definitions

• “Advertiser” — a user who books advertising placements through the Service.
• “Creator” — a content creator (for example, a YouTube or Rumble channel owner) who lists advertising inventory and delivers placements.
• “Agency” / “Representative” — an organization or authorized individual that manages campaigns, inventory, or accounts on behalf of one or more Advertisers or Creators.
• “Placement” — an advertising slot offered by a Creator within scheduled content (for example, a pre-roll or mid-roll ad).
• “Booking” — a confirmed arrangement to deliver one or more Placements.
• “Order Document” — the insertion order, statement of work, invoice, or similar agreement issued through the Service that sets out the specific commercial and delivery terms of a Booking.
• “User Content” — any content you submit to the Service, including ad creative, copy, profile information, audience data, and messages.

2. Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction) and able to form a binding contract to use the Service. The Service is intended for business and professional use. We may require account approval before you can access certain features, and we may decline, suspend, or revoke approval at our discretion.

3. Accounts and registration

You are responsible for the accuracy of the information you provide and for keeping it current. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account, and you agree to enable available security measures (such as two-factor authentication) where offered. Notify us immediately of any unauthorized use of your account.

Certain accounts may be created or managed by an Agency or Representative on your behalf. Where that occurs, the Agency or Representative acts as your agent, and you remain responsible for activity conducted under your account.

4. The Service and the relationship between users

AdsOnline operates a calendar-based marketplace that connects Advertisers with Creators on platforms such as YouTube and Rumble to schedule, book, and deliver advertising placements. The Service may include tools for listing inventory, requesting and accepting Bookings, generating Order Documents, electronic signing, content compliance review, asset delivery, payment facilitation, and reporting.

AdsOnline is an intermediary that facilitates transactions between Advertisers and Creators. Unless expressly stated otherwise in an Order Document, the agreement to deliver and pay for Placements is a direct contract between the Advertiser and the Creator, and AdsOnline is not a party to the underlying advertising engagement. Creators are independent parties and are not employees, partners, or agents of AdsOnline.

We may change, suspend, or discontinue any part of the Service at any time. We will use reasonable efforts to give notice of material changes.

5. Bookings and Order Documents

When an Advertiser books a Placement and a Creator accepts it, the parties may be asked to review and electronically sign an Order Document setting out the specific deliverables, schedule, price, and terms of that Booking. An executed Order Document, together with these Terms, governs that Booking. If an Order Document and these Terms conflict as to a specific Booking, the Order Document controls for that Booking.

You agree that electronic signatures and electronically signed Order Documents are valid, binding, and enforceable to the fullest extent permitted by applicable law.

6. Creator obligations

If you are a Creator, you agree to:

• Deliver the agreed Placements on schedule and in accordance with the technical specifications and tracking requirements set out in the applicable Order Document;
• Disclose paid endorsements and sponsored content clearly and conspicuously in compliance with the U.S. Federal Trade Commission’s endorsement guidelines and any equivalent law in your jurisdiction;
• Not alter, remove, or replace delivered ad content without authorization through the Service;
• Accurately represent your channels, audience, reach, and performance, and not artificially inflate metrics;
• Comply with the terms, policies, and community guidelines of the platforms (such as YouTube and Rumble) on which you deliver Placements;
• Comply with the content compliance requirements in Section 8.

7. Advertiser obligations

If you are an Advertiser, you agree to:

• Provide ad creative and materials that you own or are licensed to use, and that do not infringe any third party’s rights;
• Ensure your ads and the products or services they promote are lawful and comply with the content compliance requirements in Section 8;
• Pay all fees and amounts due for Bookings you make, as described in Section 9;
• Not make false or misleading claims, and substantiate any claims as required by law.

8. Content compliance and review

Ad content submitted through the Service may be subject to compliance review before and/or after delivery. Review may combine automated screening with human review. We may approve, request changes to, or reject content that we determine, in our reasonable discretion, does not comply with applicable law, the policies of the destination platforms, or our content standards — including standards relating to required advertising disclosures, restricted or prohibited products and services, health and medical claims, financial and earnings claims, trademark and brand use, platform advertising policies, and offensive or inappropriate content.

Compliance review is provided as a service to support delivery and does not constitute legal advice or a guarantee that content complies with all applicable laws. You remain solely responsible for the legality of your content and the products or services it promotes.

9. Fees, payment, and payouts

Platform fees. AdsOnline charges platform commissions for use of the Service, including a commission on approved Advertiser bookings and a commission on completed Creator campaigns. Current fee rates are described on our pricing pages and/or in the applicable Order Document, and may change prospectively.

Payment by Advertisers. Advertisers agree to pay all fees and amounts due for their Bookings, plus any applicable platform fees and taxes. Payments may be made through the supported methods offered in the Service and are processed by third-party payment providers, whose terms apply to those transactions. You authorize us and our payment providers to charge your selected payment method for amounts due.

Payouts to Creators. Subject to the applicable Order Document and successful delivery and approval of Placements, Creator payouts are made according to the schedule shown in the Service. AdsOnline facilitates these payments through third-party providers and is not a bank or money transmitter.

Taxes. You are responsible for all taxes associated with your use of the Service, other than taxes based on our net income.

Refunds and chargebacks. Except as expressly stated in an Order Document or as required by law, fees are non-refundable. Chargebacks, payment reversals, or unpaid balances may result in suspension or termination and the recovery of amounts owed.

10. User content

You retain ownership of your User Content. You grant AdsOnline a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, display, and distribute your User Content solely as necessary to operate, provide, secure, and improve the Service and to facilitate the Bookings you participate in. This license ends when your User Content is deleted from the Service, except for content retained as required by law, in backups for a limited period, or as needed to resolve disputes and enforce our agreements.

You represent and warrant that you own or have the necessary rights to your User Content and that it does not violate any third-party rights or applicable law. Rights in the advertising materials produced for a Booking are governed by the applicable Order Document.

11. Intellectual property

The Service, including its software, design, text, graphics, and trademarks, is owned by AdsOnline or its licensors and is protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms. You may not copy, modify, distribute, sell, or lease any part of the Service, and you may not reverse engineer or attempt to extract source code, except to the extent applicable law prohibits these restrictions.

12. Acceptable use

You agree not to:

• Use the Service to violate any law or regulation;
• Infringe the intellectual property, privacy, publicity, or other rights of any party;
• Submit content that is fraudulent, deceptive, defamatory, obscene, harassing, or otherwise harmful;
• Promote products, services, or claims that violate our content standards or applicable law;
• Misrepresent metrics, audience data, channel ownership, or campaign performance;
• Attempt to access another user’s account or any non-public portion of the Service;
• Interfere with or disrupt the Service, including via malware, scraping, automated data collection, or denial-of-service attacks;
• Circumvent any access, usage, or security controls, or use the Service to build a competing product.

13. Third-party services

The Service integrates with third-party services, including Google (YouTube), e-signature providers, and payment providers. Your use of those services is subject to their own terms and privacy policies. AdsOnline is not responsible for the availability, accuracy, or practices of third parties.

14. Disclaimers

The Service is provided “as is” and “as available” without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, or uninterrupted or error-free operation. AdsOnline does not warrant that any particular advertising outcome, reach, or performance will be achieved, and does not guarantee the conduct of any Advertiser, Creator, or third party.

15. Limitation of liability

To the maximum extent permitted by law, AdsOnline and its officers, directors, employees, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or goodwill, arising out of or in connection with your use of the Service. AdsOnline’s total liability for any claim arising under these Terms will not exceed the greater of (a) the platform fees you paid us in the twelve months preceding the claim or (b) one hundred US dollars.

16. Indemnification

You agree to indemnify, defend, and hold harmless AdsOnline and its affiliates, officers, directors, employees, and agents from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to your use of the Service, your User Content, your ads or the products or services they promote, your breach of these Terms, or your violation of any law or third-party right.

17. Term and termination

You may close your account at any time. We may suspend or terminate your account or access to the Service if you violate these Terms, if required by law, or if your continued use poses a risk to AdsOnline or other users. Obligations relating to completed or in-progress Bookings, and any amounts already owed, survive termination. Sections that by their nature should survive termination — including ownership, fees owed, disclaimers, limitations of liability, indemnification, and dispute resolution — will survive.

18. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws principles. Any dispute arising out of these Terms or the Service will be resolved exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction of those courts.

19. Changes to these Terms

We may update these Terms from time to time. Material changes will be announced via email or a notice in the Service before they take effect. Continued use of the Service after the effective date constitutes acceptance of the revised Terms. Where required, we will ask you to re-accept the updated Terms.

20. General

• Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• Entire agreement. These Terms, together with any applicable Order Documents and our Privacy Policy, are the entire agreement between you and AdsOnline regarding the Service.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
• No waiver. Our failure to enforce a provision is not a waiver of it.
• Force majeure. We are not liable for delays or failures caused by events beyond our reasonable control.
• Notices. We may provide notices via email or through the Service.

21. Contact

Questions about these Terms? Email legal@adsonline.com.