Terms of Service

Introduction

Welcome to GemiAd LLC! This document, referred to as the "Agreement," outlines the terms and conditions governing your relationship with our company as either a Publisher or Advertiser. It covers your use of our website, platform, services, and any additional products we offer (collectively referred to as the "Services").

We reserve the right to modify the Services and this Agreement at any time without prior notice. The most current version of this Agreement will always be available on our website (the "Site"). You will be notified of any material changes when you log into your account. By continuing to use the Services after we post modifications, you indicate your acceptance of those changes.

If you do not agree to this Agreement, including any subsequent revisions, you are not authorized to access or use any of the Services provided by GemiAd LLC.

Account Registration and Approval

Registration with GemiAd LLC does not automatically grant you the right to access or use our Services. Account approval is subject to our sole discretion.

• All prospective Publishers and Advertisers must be approved by GemiAd LLC before participating
• We reserve the right to withhold, refuse, or revoke approval for any reason
• Continued use of Services requires ongoing compliance with this Agreement and our policies
• You must notify us promptly of any material changes to your business or marketing strategy
• We may withdraw approval at any time without prior notice
• Non-compliance may result in account suspension, termination, forfeiture of payments, and legal action

Publisher Terms

Publisher Services and Requirements

When you accept a campaign or program as a Publisher, you agree to display advertising content exactly as provided, without alterations, unless expressly authorized in writing by GemiAd LLC. Publishers must comply with the following requirements:

General Requirements:

• Media properties must meet our quality standards and content guidelines
• All content must comply with applicable laws and regulations
• No targeting of or collecting information from persons under 18 years of age
• No targeting of or collecting information from children under 13 years of age
• Written authorization required for mobile marketing activities
• No spawning pop-ups or pop-unders without authorization
• Prohibited content includes but is not limited to: pornography, hate speech, illegal activities, malware, false testimonials, and misleading claims

Email Campaign Requirements:

• Must verify and maintain proof of recipient consent
• No random or invalid email address generation
• No misleading headers or masking of email origin
• Only approved and current creative content may be used
• Clear identification as advertisement required
• Functional opt-out mechanism must be provided
• Unsubscribe requests must be processed within 10 business days
• Must honor suppression and domain lists

Prohibited Activities:

• Fraud, including click fraud, impression fraud, and conversion fraud
• Use of bots, scripts, or automated traffic generation
• Incentivized clicks or actions not authorized by the campaign
• Cookie stuffing or other tracking manipulation
• Trademark or brand bidding without authorization
• Adware, spyware, or malware distribution
• Misleading or deceptive advertising practices

Advertiser Terms

Advertiser Obligations

As an Advertiser using the GemiAd platform, you agree to the following terms and obligations:

• Provide truthful, accurate, and non-misleading advertising content
• Comply with all applicable advertising laws, regulations, and industry standards
• Ensure all advertising materials comply with FTC guidelines and other regulatory requirements
• Not promote illegal, harmful, deceptive, or inappropriate products or services
• Maintain sufficient budget and payment methods for campaign execution
• Honor all attribution, conversion tracking, and performance reporting agreements
• Provide accurate landing pages that match advertising promises
• Not engage in negative option billing or other deceptive business practices
• Comply with data privacy laws including GDPR, CCPA, and other applicable regulations
• Respond promptly to Publisher or end-user complaints

Campaign Requirements:

• Campaigns must clearly disclose terms, conditions, and material information
• Landing pages must be functional, secure (HTTPS), and load properly
• Tracking pixels and postback URLs must be properly configured
• Conversion attribution windows must be clearly specified
• Quality standards and prohibited traffic types must be documented

GemiAd Platform Services

GemiAd provides a technology platform that connects Advertisers and Publishers through our proprietary system. Our Services include:

• GemiWall offerwall platform for Publishers to monetize their properties
• Campaign management and tracking technology
• Real-time analytics and reporting dashboards
• Fraud detection and prevention systems
• Payment processing and reconciliation
• Technical support and account management

Campaigns specify payment terms, including the event type (clicks, conversions, impressions, leads, etc.) and compensation amount. GemiAd may operate its own campaigns under the same terms and conditions. We reserve the right to suspend or terminate Services at any time with 15 days notice.

Payment Terms

Publisher Payments

• Payments processed according to the schedule specified (typically Net 7-14 days after month end)
• Minimum payment threshold of $50 must be reached
• Payments subject to Advertiser payment and fraud review
• Invalid traffic, fraudulent activity, or quality issues may result in payment deductions
• Chargebacks from Advertisers may be deducted from future payments
• Tax forms (W-9 or W-8) required before payment processing

Advertiser Payments

• Prepayment or approved credit terms required
• Invoices due according to agreed payment terms
• Late payments may incur interest charges and campaign suspension
• Disputed charges must be reported within 30 days
• Right to withhold payment for breaches of this Agreement

License and Intellectual Property

GemiAd grants you a limited, non-exclusive, non-transferable license to access and use our platform for the purposes outlined in this Agreement.

• You may only access the Platform through approved methods and interfaces
• No modification, reverse engineering, or circumvention of security measures
• Tracking links, pixels, and related technology remain our property
• We own all data collected through our tracking systems
• Use of sub-publishers or sub-affiliates requires prior written approval
• Our trademarks, logos, and branding may only be used with express permission

Confidential Information

Both parties agree to maintain confidentiality of proprietary information, including but not limited to:

• Pricing, commission rates, and payment terms
• Performance data and campaign metrics
• Technical specifications and integration details
• Business strategies and partner relationships
• User data and personally identifiable information

Confidential information may only be used for the purposes of this Agreement and must not be disclosed to third parties without written consent, except as required by law or court order.

Monitoring and Compliance

GemiAd reserves the right to monitor all activities on our platform to ensure compliance with this Agreement, applicable laws, and campaign requirements. This includes:

• Traffic quality analysis and fraud detection
• Creative and content compliance reviews
• Landing page and conversion funnel monitoring
• Email list verification and CAN-SPAM compliance
• Brand safety and trademark compliance

Violations may result in immediate account suspension, payment forfeiture, termination, and legal action.

Representations and Warranties

You represent and warrant that:

• You have the legal authority to enter into this Agreement
• All information provided to GemiAd is accurate and complete
• You own or have rights to all content you provide
• Your use of our Services complies with all applicable laws
• You will not engage in any fraudulent or deceptive practices
• You have appropriate privacy policies and user consent mechanisms

Indemnification

You agree to indemnify, defend, and hold harmless GemiAd LLC, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including attorneys' fees) arising from: (a) your breach of this Agreement; (b) your violation of any law or regulation; (c) your infringement of any third-party rights; (d) your content or campaigns; or (e) your use of the Services.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• GemiAd shall not be liable for indirect, incidental, special, consequential, or punitive damages
• Our total liability shall not exceed the amounts paid by you to GemiAd in the twelve months preceding the claim
• We provide Services "AS IS" without warranties of any kind
• We do not guarantee uninterrupted or error-free service
• We are not responsible for third-party actions or content

Term and Termination

• Either party may terminate this Agreement with 3 business days written notice
• We may terminate immediately for material breach or violation of law
• Upon termination, you must cease all use of our Services and remove our code/links
• Outstanding payments will be settled in the next billing cycle
• Confidentiality, indemnification, and limitation of liability provisions survive termination

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of Wyoming, United States, without regard to conflict of law principles. Any disputes shall be resolved through binding arbitration in Sheridan, Wyoming, except that either party may seek injunctive relief in court.

Contact Information

For questions regarding these Terms of Service, please contact us:

GemiAd LLC
Legal Department
1309 Coffeen Avenue STE 1200
Sheridan, Wyoming 82801
United States