Advertiser Terms and Conditions

These Terms & Conditions ((hereinafter “Terms”, “T&C”, or “Terms and Conditions”, “Agreement” or “MSA”) is entered into by and between:

BlockchainAds Labs LLC, a company incorporated in Singapore with its principal office at 1 Raffles Place, Singapore 048616 (“Blockchain-Ads”, “Company”),

and

Advertiser, as identified in the applicable Order Form (“Advertiser” or “Customer”).

Each a “Party”, collectively the “Parties.”

This Agreement establishes the terms under which Advertiser may access and use Blockchain-Ads’ advertising technology, data, and related services. No Services will be provided unless and until an Order Form is fully executed and the Advertiser funds their account in accordance with Section 5.

1. SCOPE OF AGREEMENT

1.1

This Agreement governs Advertiser’s use of the Blockchain-Ads advertising platform, including audience targeting, campaign delivery, reporting analytics, and access to the Company’s Data Management Platform (as applicable), collectively the “Services.”

1.2

The Parties may enter into one or more Order Forms specifying campaign details, budgets, targeting, and additional commercial terms. Each Order Form is governed by this Agreement.

1.3

In the event of conflict, the following order of precedence applies:
(a) Order Form,
(b) this Agreement,
(c) Annexes.

2. PLATFORM SERVICES

2.1

Platform Access

Blockchain-Ads provides a proprietary advertising platform that enables advertisers to execute audience-based campaigns across integrated SSPs, publishers, and 3rd-party inventory sources.

2.2

No Inventory Ownership

Blockchain-Ads is a technology provider. It does not own or control the advertising inventory and purchases media on behalf of advertisers from independent supply partners. Accordingly, pre-funding is mandatory (see Section 5).

2.3

Feature Set

Services may include:

- Behavioral, interest-based & on-chain audience targeting
- Real-time and aggregated reporting- Creative handling & QA review
- Campaign delivery via 3rd-party supply partners
- Fraud monitoring & invalid-traffic controls
- Retargeting / event attribution (via the Blockchain-Ads Pixel)

2.4

Blockchain-Ads may enhance or modify the Services from time to time, provided that changes do not materially degrade functionality.

3. ADVERTISER OBLIGATIONS

3.1

Advertiser shall ensure all creatives, landing pages, campaigns, and targeting choices comply with:
(a) all applicable laws,
(b) industry rules,
(c) Blockchain-Ads’ Advertising Policies (Annex B).

3.2

Advertiser shall not run campaigns promoting restricted categories (e.g. illegal content, malware, scams, unsafe financial products) and must cooperate with compliance reviews on demand.

3.3

Advertiser must maintain functional landing pages and valid tracking implementations. Failures may result in campaign suspension without refund for delivered spend.

3.4

Advertiser acknowledges that Blockchain-Ads may audit creative materials, pixels, conversion flows, and campaign activity to ensure compliance.

4. TERM & TERMINATION

4.1

Term

This Agreement begins on the Effective Date and continues for an initial one-year term, automatically renewing annually unless either Party provides 30 days’ written notice.

4.2

Termination for Cause

Either Party may terminate immediately upon written notice if the other Party:

- commits material breach and fails to cure within 10 days,
- becomes insolvent, files bankruptcy, or ceases operations.

4.3

Post-Termination

Upon termination, all outstanding balances must be settled. Unspent pre-funded amounts will be refunded in accordance with the Refund Policy (Section 6).

5. FUNDING & PAYMENT TERMS

5.1

Pre-Funding Requirement (Mandatory)

Because Blockchain-Ads does not own the inventory and must purchase media from 3rd-party supply partners, all campaigns must be fully funded in advance.

5.2

Funds must be deposited into Advertiser’s Blockchain-Ads account before any campaign may run. No exceptions.

5.3

Media spend will be deducted from pre-funded balances as impressions/clicks are delivered.

5.4

No Credit Terms

Advertiser acknowledges and agrees:No credit, net terms, post-paid billing, or invoicing after delivery are available under this Agreement, unless a separate Credit Facility Addendum is executed and approved by Blockchain-Ads’ finance and risk teams (rare; reserved for select enterprise partners)

5.5

Late funding or insufficient balance may result in campaign interruption, pacing disruption, or cancellation.

6. REFUNDS & BILLING DISPUTES

6.1

Performance Dissatisfaction Not Refundable

Blockchain-Ads is a technology company providing ad delivery infrastructure. Performance outcomes (CTR, CPC, CPA, conversions) are not guaranteed. No refunds will be issued due to performance dissatisfaction.

6.2

Refunds for Undelivered Spend Only

Refunds are only permitted for undelivered campaign budget, prorated based on actual delivery.

6.3

Blockchain-Ads will refund unspent balances within 30 days after written request, subject to verification. Refunds may be withheld if Advertiser breached the Agreement.

6.4

The official Refund Policy at:

https://www.blockchain-ads.com/refund-policy

is incorporated into this Agreement.

7. DATA, TRACKING & PRIVACY

7.1

Data Ownership

(a) Blockchain-Ads owns: platform data, aggregated audience data, performance metrics, signals generated by the Pixel, any derived datasets.

(b) Advertiser owns its own first-party data.

7.2

Reporting Use Rights
Advertiser may access aggregated, non-user-identifiable reporting for campaign optimization.

7.3

No Export of User-Level Data (Ad Network Layer)

Advertiser may not extract: personal data, device IDs, wallet addresses, on-chain behaviors, user-level logs, unless permitted under a separate, signed DMP Data Licensing Agreement.

7.4

Cookie & Privacy Policies

The Company’s Privacy Policy governs all data processing.

7.5

Pixel Use

Tracking must be implemented in accordance with the Pixel Documentation (Annex C).

8. INTELLECTUAL PROPERTY

8.1

All technology, algorithms, DMP logic, targeting models, reporting frameworks, trademarks, and documentation remain the exclusive property of Blockchain-Ads.

8.2

Advertiser receives a limited, non-transferable, non-exclusive license to use the platform solely for campaign execution.

9. SERVICE LEVELS & SUPPORT

9.1

Platform uptime target: 99.5% monthly, excluding maintenance windows.

9.2

Support Response Times
- Critical system issues: 4 business hours
- Campaign issues: same business day
- General support: 24 hours

9.3

These service levels are not credits-bearing unless explicitly negotiated.

10. LIMITATION OF LIABILITY

10.1

Neither Party is liable for indirect, special, incidental, or consequential damages.

10.2

Total liability for all claims is limited to the total fees paid by Advertiser in the preceding 12 months.

11. INDEMNITY

11.1

Standard mutual indemnity for:

-IP breach
-willful misconduct
-fraud
-violations of law

12. GOVERNING LAW & ARBITRATION

12.1

Singapore law governs this Agreement.

12.2

Any dispute shall be resolved via binding arbitration under SIAC rules.

13. CONFIDENTIALITY

13.1

Mutual confidentiality obligations identical to enterprise standards.

14. MISCELLANEOUS

Includes assignment rules, notices, severability, waiver, and execution via PDF/electronic signature.

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