ConvoAds Advertiser Terms

These ConvoAds Advertiser Terms ("Advertiser Terms") govern the purchase of advertising through ConvoAds, Inc. ("ConvoAds," "we," "us"). By creating an account, clicking to accept, or submitting an order, insertion order, or statement of work (an "Order"), the advertiser ("Advertiser," "you") agrees to these Advertiser Terms, the ConvoAds Payments Terms, and any applicable ConvoAds ad policies (collectively, the "Agreement").

1. Definitions

Ads: Creative materials, ad copy, landing pages, pixels/trackers, and associated content.

Inventory: Ad opportunities made available through publishers and supply partners ("Publishers").

Fees: Amounts paid by Advertiser to ConvoAds (or the applicable merchant of record) for the Services, excluding taxes and pass-through governmental charges.

IVT (Invalid Traffic): Traffic or media activity that does not represent legitimate user activity and may include general invalid traffic and sophisticated invalid traffic concepts consistent with commonly used industry frameworks, as determined by ConvoAds in its reasonable discretion.

Interest-Based Advertising: Advertising based on inferred interests, browsing activity, identifiers, or audience segments.

2. Platform Role; No Guarantees

2.1 Platform role.

ConvoAds provides technology to facilitate ad buying, selling, serving, measurement, and reporting.

2.2 No guarantees.

ConvoAds does not guarantee delivery volumes, fill, pricing, placement, viewability, conversion outcomes, or campaign results. Delivery depends on market conditions and available Inventory.

3. Orders; Campaigns; Creative

3.1 Orders.

Campaigns may be created through self-serve tools and/or written Orders and may specify budget, dates, pacing, and pricing model (including CPM, CPC, CPA, or other).

3.2 Creative approval and enforcement.

ConvoAds may approve, reject, remove, pause, or limit Ads at any time to comply with law, policies, partner requirements, or risk controls.

3.3 Prohibited: political advertising.

Political ads are not permitted.

3.4 Permitted but regulated categories.

Health, gambling, and crypto Ads are permitted only if compliant with applicable law and ConvoAds policies (which may require licensing proof, geo-restrictions, age gating, disclaimers, or enhanced review).

3.5 Advertiser compliance.

Advertiser represents and warrants that (a) it has all rights needed to use and authorize use of Ads; (b) Ads and landing pages are accurate and not deceptive; (c) Ads do not contain malware or harmful code; and (d) Ads comply with all applicable laws and self-regulatory requirements.

4. Measurement; Reporting; Discrepancies

4.1 System of record.

ConvoAds reporting and logs are the authoritative source for billing, delivery, and settlement calculations unless otherwise agreed in an Order.

4.2 Dispute window.

Advertiser must dispute invoices/charges in writing within 30 days of the invoice or charge date, with reasonable supporting detail; otherwise the amounts are deemed accepted.

4.3 Third-party measurement.

If ConvoAds permits third-party measurement, it is subject to ConvoAds technical requirements. ConvoAds is not responsible for discrepancies caused by third parties, blocked tags, latency, or outages.

5. IVT; Adjustments

5.1 IVT filtering and reversals.

ConvoAds may exclude IVT from billable events and may retroactively adjust billing where IVT is identified after reporting.

5.2 Cooperation.

Advertiser will provide reasonably requested information to investigate suspected IVT or policy issues.

6. Fees; Taxes

6.1 Fees.

Advertiser will pay Fees as set forth in Orders and the Payments Terms.

6.2 Taxes.

Advertiser is responsible for applicable taxes, duties, and governmental charges (excluding taxes on ConvoAds net income).

7. Suspension; Termination

7.1 Immediate suspension.

ConvoAds may immediately suspend campaigns or accounts for suspected IVT or fraud, policy violations, chargeback risk, legal compliance concerns, or security threats.

7.2 Termination for cause.

Either party may terminate for material breach not cured within 10 days after notice. ConvoAds may terminate immediately for suspected fraud or IVT, policy violations, or legal risk.

7.3 Effect.

Advertiser remains responsible for Fees incurred through the effective termination time, subject to IVT adjustments.

8. IP; License

Advertiser grants ConvoAds a non-exclusive, worldwide, royalty-free license during the term to host, reproduce, transmit, and display Ads solely to provide the Services and reporting.

9. Confidentiality

Each party will protect the other party's Confidential Information using reasonable care and will use it only to perform under the Agreement.

10. Disclaimers

THE SERVICES ARE PROVIDED "AS IS." CONVOADS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CONVOADS DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION.

11. Indemnity

Advertiser will defend and indemnify ConvoAds and its affiliates, officers, directors, employees, and partners from claims arising out of (a) Ads or landing pages; (b) Advertiser's breach; or (c) Advertiser-provided data or targeting (including privacy claims).

12. Limitation of Liability

To the maximum extent permitted by law: (a) neither party will be liable for any indirect, incidental, special, consequential, or punitive damages; and (b) ConvoAds total liability under the Agreement will not exceed the Fees paid by Advertiser in the 180 days immediately preceding the event giving rise to the claim.

13. Arbitration; Class Action Waiver; Delaware Venue

13.1 Binding arbitration.

Except for Excluded Claims, any dispute arising out of or relating to the Agreement will be resolved by binding arbitration administered by AAA or JAMS (at ConvoAds election), conducted in Wilmington, Delaware, in English, before a single arbitrator.

13.2 Excluded Claims.

Either party may seek temporary or preliminary injunctive relief in Delaware courts to protect its intellectual property, confidential information, or to prevent fraud or security harm.

13.3 Class action waiver.

THE PARTIES AGREE TO BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

13.4 Governing law.

Delaware law governs, excluding conflict-of-law principles.

13.5 Venue.

For Excluded Claims and enforcement actions, exclusive venue is state or federal courts located in Delaware.

14. Notices; Contact

Legal notices to ConvoAds must be sent to info@convoads.ai.