ConvoAds Publisher Terms

These ConvoAds Publisher Terms ("Publisher Terms") govern Publisher's participation in the Services to monetize Publisher Properties and incorporate the Payments Terms and any applicable ConvoAds ad policies (collectively, the "Agreement").

1. Definitions

Publisher Properties: Websites, apps, or placements registered and approved in the ConvoAds user interface.

Publisher Revenue: Amounts payable to Publisher under the agreed commercial terms, net of deductions and adjustments described in the Agreement.

IVT (Invalid Traffic): As defined in the Advertiser Terms and interpreted consistent with commonly used industry frameworks, as determined by ConvoAds in its reasonable discretion.

2. Property Approval; Integration

2.1 Approval and removal.

ConvoAds may approve, reject, remove, or suspend Properties at any time for quality, policy, partner requirements, or legal risk.

2.2 Implementation.

Publisher will implement and maintain ConvoAds tags/SDKs per documentation and will not alter them in ways that interfere with measurement or fraud controls.

3. Publisher Responsibilities

3.1 Traffic quality.

Publisher will not generate, procure, or encourage IVT, including via bots, data centers, incentivized traffic, hidden placements, forced clicks, misleading user interfaces, or prohibited auto-refresh practices.

3.2 Content compliance.

Publisher Properties must comply with applicable laws and must not contain illegal content, malware, or infringing content.

3.3 Accurate information.

Publisher will provide and maintain accurate ownership and classification information for Properties.

4. Ad Controls; Categories

4.1 Controls.

ConvoAds may provide blocking and category controls. Publisher acknowledges controls may not be perfect.

4.2 Prohibited: political advertising.

Publisher must not attempt to monetize political advertising through ConvoAds.

4.3 Health, gambling, and crypto.

These categories may be served subject to ConvoAds policies and applicable law, including geo-restrictions, age gating, and licensing requirements.

5. Reporting; Disputes

5.1 System of record.

ConvoAds reporting is the authoritative source for Publisher Revenue calculations unless otherwise agreed in writing.

5.2 Dispute window.

Publisher must dispute statements within 30 days after statement date, with reasonable detail; otherwise the statement is deemed accepted.

6. Revenue; Adjustments; 180-Day Clawback

6.1 Net revenue.

Publisher Revenue is net of IVT adjustments, credits or refunds, payment reversals or chargebacks, taxes or withholding required by law, and other deductions described in Orders or the Payments Terms.

6.2 IVT hold and clawback.

ConvoAds may withhold, offset, or claw back amounts attributable to IVT and related quality or policy issues discovered up to 180 days after the end of the month in which the traffic occurred.

7. Suspension; Termination

7.1 Immediate suspension/hold.

ConvoAds may immediately suspend monetization or place payment holds for suspected IVT, policy violations, legal risk, or security issues.

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.

Accrued payment obligations survive subject to permitted holds, offsets, and clawbacks.

8. Privacy; Consent; IAB TCF

8.1 Publisher consent obligations.

Where required by law, Publisher will provide notice and obtain consent or permissions for cookies/SDKs, interest-based advertising, measurement, and sharing of identifiers.

8.2 TCF support where applicable.

Where the IAB Europe Transparency and Consent Framework applies, Publisher will implement a TCF-compliant consent management platform and pass valid TCF signals to ConvoAds, and ensure ConvoAds is appropriately disclosed as required.

8.3 Child-directed inventory.

Publisher will not use the Services on child-directed Properties without ConvoAds prior written approval and required configurations.

9. Licenses

Publisher grants ConvoAds a non-exclusive, worldwide license to access, use, and display Publisher Properties and related metadata solely to provide the Services, including serving, measurement, fraud prevention, troubleshooting, and reporting.

10. Indemnity

Publisher will defend and indemnify ConvoAds and its affiliates, officers, directors, employees, and partners from claims arising out of (a) Publisher Properties, content, or traffic; (b) Publisher's failure to obtain required consents; or (c) Publisher's breach of the Agreement.

11. Disclaimers; Limitation of Liability

THE SERVICES ARE PROVIDED "AS IS." CONVOADS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

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 Publisher Revenue paid by ConvoAds to Publisher in the 180 days immediately preceding the event giving rise to the claim.

12. Arbitration; Class Action Waiver; Delaware Venue

12.1 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.

12.2 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.

12.3 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.

12.4 Governing law.

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

12.5 Venue.

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

13. Notices; Contact

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