Terms of Service.

1. Acceptance of Terms

This Master Service Agreement ("Agreement") is a legally binding contract entered into by and between Auctera LLC, its affiliates and subsidiaries ("Auctera", "Company", "we", "us", or "our"), and the entity or individual accessing or using the Auctera platform ("Client", "Advertiser", "Publisher", "you", or "your"). By executing an Insertion Order (IO), clicking "I Agree," or accessing the Auctera platform (the "Services"), you acknowledge that you have read, understood, and agree to be bound by all the terms and conditions outlined in this Agreement. If you are accepting these terms on behalf of a corporation or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement.

2. Definitions

• "Action" means a specified event resulting from a user clicking on or viewing an Advertisement, such as a sale, lead generation, form submission, app install, or subscription, as defined in an applicable IO or Campaign setup.
• "Advertisement" or "Creative" means text-based, graphical, interactive, or rich media marketing materials provided by an Advertiser for display via the Services.
• "Affiliate Network" means the proprietary Auctera performance marketing ecosystem that connects Advertisers with independent Publishers.
• "Demand Side Platform" or "DSP" means Auctera’s proprietary programmatic bidding infrastructure, allowing Advertisers to purchase digital ad inventory via real-time bidding (RTB) exchanges.
• "Publisher" means a third-party entity or individual operating a website, mobile application, email list, or other digital property that displays Advertisements in exchange for a commission.

3. DSP Advertiser Terms

The following terms apply specifically to Advertisers utilizing the Auctera Demand Side Platform (DSP):

3.1 License and Access

Subject to your compliance with this Agreement and timely payment of all fees, Auctera grants you a limited, non-exclusive, non-transferable, revocable right to access and use the DSP solely to manage, optimize, and measure your programmatic advertising campaigns. You shall not reverse engineer, decompile, or attempt to derive the source code or bidding algorithms of the DSP.

3.2 Campaign Management and Liability

You are solely responsible for all activity occurring under your DSP account. You bear full responsibility for the creation, setup, and optimization of campaigns, including targeting parameters, bid prices, daily/lifetime budgets, and frequency caps. Auctera provides the technological infrastructure but does not guarantee the success, conversion rate, or ROI of any programmatic campaign. You agree to pay for all impressions won and clicks generated based on the bid parameters set within your account.

3.3 Creative Content and Compliance

You represent and warrant that all Creatives submitted through the DSP comply with all applicable laws, regulations, and industry guidelines (e.g., FTC guidelines). Creatives must not contain malware, spyware, defamatory content, adult material (unless explicitly whitelisted on allowed exchanges), or infringe upon the intellectual property rights of any third party. Auctera reserves the right, in its sole discretion, to reject, suspend, or remove any Creative that violates these terms or partner exchange policies.

4. Affiliate Advertiser Terms

The following terms apply specifically to Advertisers placing offers on the Auctera Affiliate Network:

4.1 Offer Placement and Tracking

Advertisers may submit performance-based marketing offers (CPA, CPL, CPI, etc.) to be promoted by our Publisher network. Advertisers are required to integrate Auctera’s tracking pixels or server-to-server (S2S) postback URLs to accurately record Actions. It is the Advertiser’s sole responsibility to ensure that tracking is implemented correctly and remains active. Any "downtime" or removal of the tracking pixel without prior written notice to Auctera will result in the Advertiser being billed based on historical conversion rates for the un-tracked period.

4.2 Validation and Chargebacks

Advertisers must validate Actions on a regular basis as stipulated in the relevant IO (e.g., weekly or monthly). An Action may only be rejected or charged back if it is proven to be fraudulent, a duplicate, or explicitly violates the defined terms of the offer. Advertisers must provide detailed rationale and server logs supporting any rejected Actions. Auctera reserves the right to audit chargeback requests and overrule rejections if sufficient proof of invalidity is not provided.

4.3 Non-Circumvention

During the term of this Agreement and for a period of twelve (12) months thereafter, Advertisers agree not to solicit, recruit, or attempt to contract directly with any Publisher introduced to them via the Auctera Affiliate Network without Auctera's prior written consent. Any breach of this non-circumvention clause will result in a penalty equal to the estimated lost commissions for the duration of the circumvention.

5. Affiliate Publisher Terms

The following terms apply specifically to Publishers participating in the Auctera Affiliate Network:

5.1 Network Participation

Publishers must apply and be approved by Auctera before promoting any campaigns. Auctera reserves the right to reject any Publisher application or terminate a Publisher's account at any time, with or without cause. Publishers must maintain accurate contact information and tax documentation (W-9 or W-8BEN) in their account portal.

5.2 Traffic Restrictions and Compliance

Publishers agree to promote campaigns strictly in accordance with the specific rules outlined in each offer details page. Unless explicitly permitted, the following traffic sources and promotional methods are strictly prohibited:

• Incentivized traffic (e.g., offering cash, points, or rewards for completing an Action).
• Coregistration (co-reg) and path-based traffic.
• Adult, hate speech, or illegal content networks.
• Brand bidding on Advertiser trademarked terms (e.g., Google Ads bidding on the Advertiser's name).
• Spam, unsolicited email (must comply with CAN-SPAM), or SMS marketing without documented opt-in consent.
• Use of deceptive, misleading, or "fake news" advertorials.

5.3 Sub-Affiliate Networks

If a Publisher operates as a sub-affiliate network (brokering traffic to other third-party publishers), the Publisher is fully liable for the actions of their sub-affiliates. The Publisher must ensure their sub-affiliates comply with all terms of this Agreement and must pass sub-affiliate IDs dynamically via the Auctera tracking links to allow for granular quality monitoring.

6. Fees, Billing & Payouts

6.1 Advertiser Billing (DSP & Affiliate)

Advertisers will be invoiced according to the terms specified in their IO (e.g., Net-15, Net-30). Pre-payment may be required for new accounts or self-serve DSP usage. All payments must be made in U.S. Dollars (USD) unless otherwise agreed upon. Late payments will accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less. Advertisers are responsible for any taxes, duties, or wire transfer fees associated with their payments to Auctera. If an Advertiser's account falls into arrears, Auctera reserves the right to immediately pause all active campaigns and withhold any Publisher payouts related to the Advertiser's unpaid balance.

6.2 Publisher Payouts

Auctera pays Publishers on a standard Net-30 schedule based on the previous month's finalized earnings, subject to the Advertiser paying Auctera. Auctera operates under a "Pay-When-Paid" policy. Auctera assumes no liability for paying Publishers for Actions if the corresponding Advertiser fails to remit payment to Auctera due to bankruptcy, insolvency, or breach of contract. The minimum payout threshold is $500 USD for wire transfers and $100 USD for electronic payments (e.g., PayPal, Payoneer). If earnings are below the threshold, they will roll over to the next billing cycle. Publishers are solely responsible for any tax liabilities arising from their earnings.

7. Anti-Fraud Policy

Auctera employs a zero-tolerance policy towards ad fraud, bot traffic, and invalid clicks/conversions. We utilize a proprietary Pre-Bid IVT Shield and post-conversion anomaly detection algorithms.

Prohibited Actions: You shall not, directly or indirectly, generate Actions through automated scripts, bots, click-farms, proxy servers, VPNs, forced clicks, invisible iframes, or any other deceptive methodology.

Enforcement: If Auctera, in its sole discretion, determines that a Publisher has engaged in fraudulent activity, Auctera reserves the right to immediately terminate the Publisher's account, forfeit any unpaid earnings, and refund the defrauded Advertisers. Auctera may also share the identity of fraudulent actors with industry blacklists and law enforcement agencies.

8. Intellectual Property

As between the parties, Auctera retains all right, title, and interest in and to the Services, the D-REVX Data Layer, tracking pixels, platform source code, and all related intellectual property rights. Advertisers retain all rights to their Creatives and brand assets. Advertisers grant Auctera and its network of Publishers a worldwide, royalty-free, revocable license to display, transmit, and distribute the Creatives solely for the purpose of executing the campaigns governed by this Agreement.

9. Confidentiality

"Confidential Information" means any non-public, proprietary information disclosed by one party ("Disclosing Party") to the other ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. This includes, but is not limited to, pricing, publisher lists, conversion rates, algorithms, and business plans. The Receiving Party agrees to protect the Confidential Information with the same degree of care it uses to protect its own similar information, but in no event less than a reasonable degree of care, and shall not disclose it to any third party without the Disclosing Party's prior written consent, except as required by law.

10. Representations & Warranties

Each party represents and warrants to the other that: (a) it has the full corporate right, power, and authority to enter into this Agreement; (b) the execution of this Agreement will not violate any other agreement to which it is a party; and (c) it will comply with all applicable local, state, national, and international laws, rules, and regulations in its performance of this Agreement, including data protection and privacy laws.

Disclaimer: EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE AUCTERA PLATFORM, DSP, AND AFFILIATE NETWORK ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. AUCTERA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

11. Indemnification

You agree to indemnify, defend, and hold harmless Auctera, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of any representation, warranty, or obligation under this Agreement; (b) any claims that your Creatives or landing pages infringe upon the intellectual property or privacy rights of a third party; (c) your violation of any applicable law or regulation; or (d) any fraud, gross negligence, or willful misconduct on your part.

12. Limitation of Liability

12.1 General Limitation

IN NO EVENT SHALL AUCTERA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF AUCTERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AUCTERA'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY YOU TO AUCTERA (OR PAID BY AUCTERA TO YOU, IF YOU ARE A PUBLISHER) IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.2 Role as Mediator and Traffic Liability Disclaimer

Within the context of our Affiliate Network, Auctera operates strictly as an intermediary mediator and technology platform connecting Advertisers with independent, third-party Publishers. We do not own, control, or operate the publisher websites generating the affiliate traffic, nor does the Affiliate Network rely on proprietary audience generation; we rely entirely on our network of Publishers to supply inventory and CPA audiences. (Note: Auctera does operate proprietary Retargeting Cloud and predictive bidding technologies, including the D-REVX Data Layer, exclusively for programmatic DSP media buying, but the underlying ad inventory is still procured from third-party exchanges). While Auctera employs stringent anti-fraud measures and will make best-faith efforts to ban fraudulent publishers and source high-quality traffic, Auctera is in no way responsible or legally liable for any damages, monetary losses, poor campaign performance, or brand safety incidents resulting from bad traffic, fraudulent clicks, or publisher negligence across either network. Advertisers accept all inherent risks associated with purchasing third-party digital media.

13. Term and Termination

This Agreement shall commence on the date you first accept it and shall remain in effect until terminated by either party. Either party may terminate this Agreement at any time, with or without cause, upon forty-eight (48) hours prior written notice. Auctera may terminate this Agreement or suspend your account immediately without notice in the event of suspected fraud, non-payment, or a material breach of these terms. Upon termination, all active campaigns will be paused, and all licenses granted hereunder shall immediately terminate. Sections regarding Confidentiality, Indemnification, Limitation of Liability, and Governing Law shall survive any termination.

14. Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, shall be determined by binding arbitration in New York, NY, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude Auctera from seeking provisional remedies in aid of arbitration, or injunctive relief to prevent intellectual property infringement, from a court of appropriate jurisdiction.

15. Contact Information

If you have any questions or require legal notices to be served regarding these Terms of Service, please contact our legal department.

By Email:
legal@auctera.io

By Mail:
Auctera LLC
Attn: Legal Department
New York, NY, United States