Terms of Service

1. Agreement

These Terms of Service (“Terms”) govern access to and use of the adsmellow marketplace at adsmellow.com (the “Service”). By creating an account or using the Service, you agree to these Terms and our Privacy Policy. If you use the Service on behalf of an organization, you represent that you can bind that organization.

Contact: contact@adsmellow.com.

2. The Service

adsmellow is a sponsorship marketplace. Publishers list website inventory (sites, slots, and packages). Sponsors bid for weekly placements. We facilitate matching, charging, and payouts. We are not a party to the creative content of placements except as needed to operate the platform, and we do not guarantee specific traffic, conversions, or brand outcomes.

3. Accounts

You must provide accurate account information and keep access to your email secure. You are responsible for activity under your account and organizations you control. We may suspend or terminate accounts that violate these Terms, create risk, or fail payment or verification requirements.

4. Publishers

• You must own or control the sites you list and have authority to sell the placements you offer.
• You must complete Stripe Connect onboarding and keep payout details current to receive funds.
• You decide which bids to accept (where the product allows) and are responsible for displaying approved creatives as agreed for the placement period.
• You must not list inventory you cannot fulfill, misrepresent traffic or audience, or use the Service for unlawful or deceptive advertising.

5. Sponsors

• You must add a valid payment method before bidding. We charge that method when you win a bid (for example when a publisher awards a current-week placement, or when a future-week sealed auction closes and you are the winner).
• Bids and proposals must be truthful. Creatives and landing pages must comply with law and these Terms.
• You authorize us and Stripe to store your payment method and to charge it for winning sponsorships, related fees, and amounts you owe under these Terms.

6. Payments, fees, and payouts

Payments are processed by Stripe. We typically charge sponsors when a proposal is awarded (not when a card is first saved). We collect the sponsorship amount, retain a platform fee, and pay the remainder to the publisher according to Stripe Connect settlement timing and any holds required for risk, disputes, or compliance.

Prices are shown in the Service before you confirm a bid. Taxes may apply where required; you are responsible for taxes on your side of the transaction except where we expressly collect them.

Failed charges, authentication requirements (such as SCA), or unpaid amounts may cause a bid to fail and may allow another sponsor to win through our waterfall or auction rules.

7. Refunds and disputes

Refunds, if any, are handled according to product rules and publisher approval where applicable, and through Stripe. Chargebacks and payment disputes may result in reversed payouts, account holds, or suspension. Contact us at contact@adsmellow.com before opening a dispute with your bank when possible so we can help resolve the issue.

8. Acceptable use

You agree not to:

• Use the Service for illegal content, fraud, malware, phishing, or prohibited advertising categories under applicable law
• Interfere with auctions, scrape the Service abusively, or circumvent fees or security controls
• Impersonate others, infringe intellectual property, or upload content you do not have rights to use
• Attempt to reverse engineer or disrupt the Service except as allowed by law

9. Intellectual property

We own the Service, branding, and platform software. You retain rights to your sites, brands, and creatives. You grant us a limited license to host, display, and process that content as needed to operate placements and the marketplace. Feedback you provide may be used to improve the Service without obligation to you.

10. Third-party services

The Service relies on third parties such as Stripe for payments and Connect. Their terms and privacy policies apply to their processing. Stripe processes payment-related personal data under Stripe’s Privacy Policy.

11. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant uninterrupted availability, error-free operation, or that placements will achieve any particular result.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ADSMELLOW AND ITS OPERATORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING FROM THE SERVICE OR THESE TERMS. OUR TOTAL LIABILITY FOR CLAIMS RELATING TO THE SERVICE IN ANY TWELVE-MONTH PERIOD IS LIMITED TO THE GREATER OF (A) THE FEES YOU PAID TO US FOR THE SERVICE IN THAT PERIOD OR (B) ONE HUNDRED US DOLLARS (OR EQUIVALENT).

13. Indemnity

You will defend and indemnify adsmellow against claims arising from your content, sites, creatives, bids, misrepresentations, unlawful use of the Service, or breach of these Terms, except to the extent caused by our willful misconduct.

14. Suspension and termination

You may stop using the Service at any time. We may suspend or end access if you breach these Terms, create legal or payment risk, or if we discontinue the Service. Provisions that by nature should survive (including payments owed, IP, disclaimers, and liability limits) will survive termination.

15. Changes

We may update these Terms by posting a new version on this page and updating the effective date. Continued use after changes means you accept the updated Terms. If you do not agree, stop using the Service.

16. Governing law

These Terms are governed by the laws applicable to the operator of adsmellow, without regard to conflict-of-law rules. Courts in that jurisdiction will have exclusive venue for disputes that cannot be resolved informally, except where mandatory consumer protections require otherwise.

17. Contact

Questions about these Terms: contact@adsmellow.com.