AdsOnline Platform Terms of Service

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

IMPORTANT NOTICE REGARDING DISPUTE RESOLUTION:

Please review the dispute resolution provision set forth in Section 18 carefully. These Terms contain a mandatory, binding individual arbitration agreement and a class-action waiver. By agreeing to these Terms, you expressly agree that all disputes between you and Ads Online will be resolved through binding individual arbitration in New Mexico, and you are forever waiving your right to a trial by jury, your right to file a lawsuit in court, and your right to participate as a plaintiff or class member in any class, collective, or representative lawsuit or proceeding.

1. Definitions

• “Platform Advertiser” a user who books advertising placements through the Platform.
• “Agency”/“Representative” an organization or authorized individual that manages campaigns, inventory, or accounts on behalf of one or more Platform Advertisers or Platform Influencers.
• “Booking” a confirmed arrangement to deliver one or more Placements arranged via the Platform.
• “Platform Influencer” a user who is a content creator (for example, a YouTube or Rumble channel owner) who lists advertising inventory and delivers placements via the Platform.
• “Paid Interview” a specific promotional format where a Platform Advertiser (or its designated representative) appears as a live or recorded guest on a Platform Influencer’s broadcast to discuss their business, products, or services in exchange for a flat contractual fee.
• “Placement” an advertising slot offered by a Platform Influencer within a piece of scheduled content (for example, a pre-roll, mid-roll, or other ad format) or for a Paid Interview.
• “Order Document” the insertion order, statement of work, invoice, platform acceptance screen, placement order, or similar agreement issued through the Platform that sets out the specific commercial and delivery terms of a Booking.
• “Third-Party Payment Processor” any independent, integrated financial network or technology provider partnered with the Service to facilitate financial transactions, payments, payouts, and billing activities, including but not limited to Stripe, Coinbase Commerce, and BitPay.
• “User Content” any content you submit to the Platform, 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 Platform. The Platform 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.

By using the Platform, you represent and warrant that you are of legal age to form a binding contract with us and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platforms.

3. Accounts and registration

You are responsible for the accuracy of the information you provide and for keeping it correct, current, and complete. 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. We are not liable for losses arising from your failure to safeguard your credentials.

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. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

4. The Platform and the relationship between users

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

Operational Tracks. To accommodate varying compliance and service requirements, the Platform operates across two distinct pathways configured at user registration:

• The Basic Track (“Basic”): Serves as a standard self-service software utility facilitating automated, direct transactions between counterparties. Under this track, the Platform acts strictly as a technology pipeline and an intermediary facilitating transactions. Unless explicitly outlined in a separate agreement between you and Ads Online, the arrangement to deliver and pay for Placements is a direct peer-to-peer contract between the Platform Advertiser and the Influencer. The terms governing that direct engagement consist of the commercial terms specified in the automatically generated Order Document (e.g., showing price, channel, date) along with the standard bilateral provisions set forth in a relevant Bilateral Peer-to-Peer Advertising Agreement (a “P2P Agreement”). Ads Online is not a party to any particular P2P Agreement or the underlying advertising engagement.
• The Premium Track (“Premium”): Serves as a managed corporate platform where Ads Online acts as the Merchant of Record and a Principal party to the transaction. Under this track, we enter into back-to-back commercial agreements, directly invoicing the Premium Track Platform Advertiser as a prime vendor and separately subcontracting the Platform Influencer.

Platform Advertisers and Platform Influencers are independent parties and independent contractors; they are not employees, partners, or agents of each other or Ads Online. We may change, suspend, or discontinue any part of the Platform at any time. We will use reasonable efforts to give notice of material changes.

5. Bookings and Order Documents

When a Platform Advertiser requests a Placement and a Platform Influencer accepts it, the transaction will be executed and governed based on the selected operational track:

• Basic Track Bookings: Document execution is fully automated. Influencers accept campaigns by clicking the dashboard button indicating acceptance of a campaign, which electronically and instantly binds them to the specific campaign brief, milestone requirements, and these Terms.
• Premium Track Bookings: The parties may be asked to review and electronically sign a formal Order Document (such as an Insertion Order or Statement of Work) setting out the specific deliverables, schedule, price, and terms of that Booking.

An executed or accepted Order Document or confirmation delivered via the Platform, 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, digital dashboard confirmation clicks, and electronically signed Order Documents are valid, binding, and enforceable to the fullest extent permitted by applicable law.

6. Platform Influencer obligations

If you are a Platform Influencer, you agree to:

• Accurately represent your availability and commercial requirements in any Placement posting;
• Deliver the agreed Placements on schedule and in accordance with the creative instructions, technical specifications and tracking requirements set out in the applicable Order Document or automated campaign brief. For the avoidance of doubt, if a Booking is canceled by a Platform Advertiser due to non-satisfaction during the draft review phase, the Platform Influencer shall be legally deemed to have fulfilled all obligations required to earn the Liquidated Damages Balance (as defined in the Platform Payment Terms, defined below). In such an event, the Platform Influencer is completely released from their timeline commitments and is not required or permitted to publish, stream, or broadcast the content to their channels;
• Before publishing any content related to any Placement, review and confirm that content is in full compliance with any applicable local, state, and federal laws and regulations, including the U.S. Federal Trade Commission’s (FTC) Guides Concerning the Use of Endorsements and Testimonials in Advertising, as well as any equivalent laws, rules, or regulations in the Platform Influencer’s jurisdiction;
• Not publish any content related to a Placement until a relevant script matching the current month or date has been provided via the Platform interface;
• If the talking points/script demand draft approval before posting, do not post until you receive approval in writing either from the Platform Advertiser. Posting any Booking content without required approval may result in up to 100% payout reduction.
• Strictly refrain from playing, broadcasting, or transmitting unlicensed copyrighted music or media during any active promotional broadcast or live-stream window. Any stream termination, muting, or platform penalty resulting from a background music copyright violation constitutes a material breach, voiding any Platform Influencer entitlement to partial fees and triggering an immediate 100% refund to the Platform Advertiser;
• Not alter, remove, or replace delivered ad content without authorization through the Platform;
• 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. Platform Advertiser obligations

If you are a Platform 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 Platform 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 any products or services you promote.

9. Fees, payment, and payouts

Your use of the financial features of the Platform is governed strictly by our separate AdsOnline Platform Payment Terms (“Platform Payment Terms”), which are incorporated into these Terms by this reference.

• Payment Authorization: You authorize us and our designated Third-Party Payment Processor to charge your selected payment method, manage balances, and route payouts in accordance with your designated user class (Basic vs. Premium) and the rules established in the Platform Payment Terms.
• Track-Specific Rules: All self-service, peer-to-peer card transactions (Basic Track) and all managed corporate billing, wire transfers, and cryptocurrency pathways (Premium Track) are subject to the escrow exemptions, limited agency designations, chargeback liabilities, and automated milestone enforcement rules (including any liquidated damages) set forth in the Platform Payment Terms.
• Taxes: You remain solely responsible for all taxes associated with your use of the Platform, other than taxes based on our net income. Financial reporting (such as IRS Form 1099-K) will be managed automatically by our payment processors where required by law.

10. User Content and license

You retain ownership of your User Content. You grant Ads Online 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 Platform and to facilitate the Bookings you participate in. This license ends when your User Content is deleted from the Platform, except for content retained as required by law, in backups for a limited period, to fulfill any Booking or services secured via the Platform, 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 Platform, including its software, design, text, graphics, and trademarks, is owned by Ads Online or its licensors and is protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Platform in accordance with these Terms. You may not copy, modify, distribute, sell, or lease any part of the Platform, and you may not reverse engineer or attempt to extract source code, except to the extent applicable law prohibits these restrictions. All transfer and assignment of intellectual property or other materials generated by a Platform Influencer for a Platform Advertiser that is granted to a Platform Advertiser shall be subject to full payment by the Platform Advertiser. The Platform Advertiser will not be allowed to use the delivery if payment is canceled for any reason.

12. Acceptable use

You agree not to:

• Use the Platform 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 Platform;
• Interfere with or disrupt the Platform, including via malware, scraping, automated data collection, or denial-of-service attacks;
• Circumvent any access, usage, or security controls, or use the Platform to compete with us by building a similar product.

13. Third-party services

The Platform integrates with third-party services, including Google (YouTube), platform APIs (Rumble), e-signature providers, and certain Third-Party Payment Processors. Your use of those services is subject to the terms of service and privacy policies of those third-party services. We are not responsible for the availability, accuracy, or practices of third parties.

14. Disclaimers

The Platform 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. Ads Online does not warrant that any particular advertising outcome, reach, or performance will be achieved, and does not guarantee the conduct of any Platform Advertiser, Platform Influencer, or third party.

15. Limitation of liability

To the maximum extent permitted by law, Ads Online 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. Ads Online’s total aggregate liability for any claim arising under these Terms or the occurrence of any transaction track shall be determined solely by the user class configuration at the time of the claim as follows:

• For Basic Track transactions: liability will not exceed the greater of (a) the total Platform Fees actually retained by us for the specific Booking giving rise to the claim, or (b) one hundred US dollars ($100.00).
• For Premium Track transactions: liability will not exceed the total gross amounts actually paid by Platform Advertiser to Ads Online under the specific executed Order Document giving rise to the claim.

In no event shall Ads Online’s total aggregate liability for all claims brought by or involving any single user (whether operating as an Advertiser or Influencer, and regardless of the operational track encountered) exceed the net cash amounts actually retained by or paid to Ads Online as platform revenue, commissions, or gross billings in connection with such user’s account and associated transactions in the twelve (12) months preceding the event giving rise to liability.

16. Indemnification

You agree to indemnify, defend, and hold harmless Ads Online, its parent, subsidiaries, affiliates, and its and their respective officers, directors, employees, and agents (collectively, the “Ads Online Indemnified Parties”) from and against any and all third-party claims, demands, losses, damages, liabilities, regulatory actions, or expenses (including reasonable attorneys’ fees and litigation costs) arising out of, relating to, or in connection with:

• your use of or activities on the Platform;
• your User Content, ad creative, scripts, briefs, or talking points;
• any claim that your advertisements, products, services, or intellectual property (including trademarks, copyrights, and trade names) infringe, violate, or misappropriate the intellectual property or proprietary rights of any third party;
• your violation of any applicable law, rule, or regulation, including, without limitation, any regulatory actions or consumer complaints arising from a failure to clearly and conspicuously disclose paid endorsements in compliance with the Federal Trade Commission (FTC) Endorsement Guides or equivalent regional guidelines;
• any breach of your representations, warranties, or obligations set forth in these Terms;
• your handling, processing, sharing, or breach of Data Subject Personal Information; and
• any claims, disputes, losses, or liabilities arising out of, or in connection with, any P2P Agreement or direct peer-to-peer transaction entered into between you and another user of the Platform, including any breach of your obligations thereunder.

Notwithstanding the foregoing, your obligation to indemnify a Ads Online Indemnified Party under this Section shall not apply to the extent that a court of competent jurisdiction determines in a final, non-appealable judgment that the applicable claim, loss, or damage was directly and solely caused by the gross negligence or willful misconduct of that Ads Online Indemnified Party.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to fully cooperate with us in asserting any available defenses.

17. Term and termination

You may close your account at any time. We may suspend or terminate your account or access to the Platform if you violate these Terms, if required by law, or if your continued use poses a risk to Ads Online 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 Dispute Resolution

A. Governing Law

These Terms, the Platform Payment Terms, and any dispute or claim arising out of or in connection with them or their subject matter shall be governed by, and construed in accordance with, the laws of the State of New Mexico, United States, without regard to its conflict-of-laws principles.

B. Binding Arbitration

Except for disputes that qualify for small claims court or claims seeking injunctive or equitable relief for the alleged unlawful use of intellectual property (such as trademarks, trade dress, logos, or copyrights), you and Ads Online agree to waive your rights to a jury trial and resolve any dispute arising out of or relating to these Terms or the Platform through final, binding individual arbitration.

Except as limited by the foregoing, any disputes, controversies, or claims related to the provision, or use, of the Platform, including, without limitation, any claim arising out of, in connection with, or in relation to the formation, interpretation, performance or breach of these Terms, shall be resolved exclusively by arbitration conducted in before a single arbitrator, in accordance with this provision and the American Arbitration Association’s (“AAA”) Rules for the Resolution of Commercial Disputes. The seat or place of arbitration shall be Albuquerque, New Mexico, unless otherwise mutually agreed. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

C. Class Action Waiver

You and Ads Online agree that each party may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. Further, unless both you and Ads Online agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

D. Forum Selection for Non-Arbitrable Matters

In the event that the arbitration provision above is found to be unenforceable, or for any dispute falling under the small claims or intellectual property exceptions, you and Ads Online explicitly agree that any legal action or proceeding shall be brought exclusively in the state or federal courts located in New Mexico. You hereby irrevocably submit and consent to the personal and exclusive jurisdiction of such courts in such cases.

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 Platform before they take effect. Continued use of the Platform 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, dynamically generated platform agreements, and our Privacy Policy, are the entire agreement between you and Ads Online regarding the Platform.
• 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 for you related to these Terms or any use of the Platform via email or through the Platform. You may provide notices to us by contacting us at 1209 Mountain Road Pl NE STE H, Albuquerque, NM 87110, United States.
• Vicarious Liability. All users acknowledge and agree that any use of the Platform by an Agency or Representative of a Platform Advertiser or a Platform Creator is carried out as if by that Platform Advertiser or Platform Creator. You agree that any obligations, responsibilities, or liability carried by a Platform Advertiser or Platform Creator through use of the Platform, including without limitation under these Terms, the Payment Terms, or any P2P Agreement, apply jointly and severally to that Platform Advertiser’s or that Platform Creator’s Agency or Representative.
• Third-Party Disclaimers. For the benefit of Ads Online, you agree you will not name or join Ads Online, or any of its officers, directors, principals, employees and representatives as a party in any civil action or suit anywhere in the world, arising out of, in connection with, or related to any acts of commission or omission pursuant to or in connection with use of the Platform by either a Platform Advertiser or Platform Influencer, unless and to the fullest extent caused by Ads Online’s gross negligence or the willful misconduct by its employees.

21. Contact

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