Adspot Marketplace Terms of Service

"Adspot," "we," "us" and "our" mean Abalon LLC, with a business notice address of 1549 NE 123rd St, North Miami, FL 33161 ("Adspot" or the "Company"). "You" and "User" mean the business entity that creates an account and the individual accepting these Terms on that entity's behalf. Adspot operates an online marketplace (the "Marketplace") where verified advertising-space Suppliers list inventory and verified Buyers (advertiser companies) request, book and manage advertising campaigns.

• "Listing" means a Supplier's published advertising-space offering.
• "Booking" means a campaign request for a Listing and its associated price snapshot, status and records, as defined in the Supplier Agreement and Buyer Agreement.
• "Responsibility Document" means the versioned acknowledgment a Supplier administrator accepts when accepting a Booking, recorded with its document version, SHA-256 hash, accepting user and timestamp.
• "Platform Fee" means the fee of 4.5% of the discounted media subtotal that Adspot charges a Buyer at checkout, in addition to Adspot's media margin. The rate is set by Adspot and shown at checkout.
• "Company Account" means a verified business account of kind supplier or advertiser.

These Terms, the incorporated Privacy Notice, and the applicable Supplier Agreement or Buyer Agreement form the complete agreement between you and Adspot for use of the Marketplace (together, the "Agreement").

The Marketplace is offered on a business-to-business basis only. There is no consumer self-service registration. By creating a Company Account you represent that: (a) you are acting on behalf of a legally formed business entity; (b) you have authority to bind that entity to this Agreement; (c) all information you provide is accurate and current; and (d) you will promptly correct it if it changes. You must safeguard your login credentials and promptly notify Adspot at the contact in Section 21 of any suspected compromise.

A Company Account is created in a pending state and must be reviewed and marked verified by Adspot before it may publish Listings, submit or accept Bookings, or view supplier-negotiated pricing. Adspot may request supporting documentation, decline verification, or later move a verified account to suspended status for a documented reason (including a legal, safety, fraud, non-payment or policy concern), which immediately restricts the account's ability to list, book or access negotiated rates until resolved.

Adspot provides software that lets Suppliers list advertising space and lets Buyers discover, request and book it, and that records and displays the resulting price and status. Unless a signed addendum states otherwise:

• the Supplier — not Adspot — controls its advertising space, permits, licenses, availability, installation and physical fulfillment;
• the Buyer — not Adspot — controls campaign instructions, creative content and all related rights and approvals;
• Adspot does not own, lease, insure, install or operate any advertising space;
• Adspot does not guarantee impressions, audience size, reach, permit availability or campaign performance of any kind; and
• nothing in this Agreement creates an employment, partnership, joint venture, franchise or fiduciary relationship, and Adspot does not act as either party's general agent.

Adspot facilitates and, where a Booking reaches a paid state, processes marketplace fees and (subject to Section 8) hosted payment collection for the transaction between Buyer and Supplier; it does not itself sell, warrant or perform the advertising services described in a Listing.

You will not use the Marketplace to: submit unlawful, deceptive, discriminatory, infringing, unsafe or malware-containing content; misrepresent your company, authority or a campaign; bypass access or rate controls; scrape or systematically extract data from the service; manipulate Listing dates, availability or prices; impersonate another person or company; or evade advertising, privacy, sanctions, export, permit or zoning law.

You retain ownership of content you submit. You grant Adspot a limited, non-exclusive, worldwide license to host, format, reproduce, display and transmit that content solely to operate, secure, support and fulfill the relevant Listing or Booking. You represent that you hold all copyright, trademark, image, music, privacy and claims-substantiation rights necessary for the content you submit, and that Adspot's use of it as licensed above will not infringe or violate any third party's rights.

Every Booking price is calculated and stored by Adspot's servers at request time; no browser field, email, spreadsheet, verbal statement or later edit can change it. A quote is valid for 30 minutes from creation and expires automatically; an expired quote cannot be accepted and a new request must be submitted.

The quoted media subtotal is the Listing's published price reduced by any active, verified client discount. Of that discounted media subtotal, Adspot's marketplace margin is 5% and the Supplier's net share is the remaining 95%. A separate, itemized Platform Fee of 4.5% of the discounted media subtotal is charged to the Buyer at checkout, in addition to the media subtotal. The Platform Fee rate is set by Adspot, is shown before payment, and may be changed on notice under Section 19. Applicable tax is calculated by state and shown at checkout; where a state rate is not yet confirmed, checkout shows the tax as pending and does not add an estimate. Each party remains solely responsible for its own tax obligations, filings, permits and books and records. Adspot does not currently represent itself as a seller of record, marketplace facilitator for tax purposes, payment settlement entity, or tax collector for any jurisdiction; that classification remains under review and this Agreement will be updated once it is determined.

A Booking moves through a fixed, server-enforced sequence of states: requested → accepted (Supplier accepts and acknowledges the Responsibility Document) → payment_pending → paid → creative_received → evidence_received → settled. A Supplier's rejection of a requested Booking is a distinct, terminal outcome from a party's cancellation: rejection means the Supplier declined to accept the request; cancellation means a party withdrew a Booking that was still requested or accepted. Neither a rejected nor a cancelled Booking reserves the underlying dates. A Booking cannot be cancelled once it has reached payment_pending or a later state through the ordinary cancellation path described here; cancellation, refund or make-good requests after that point are handled under Section 10.

Where enabled, Buyer payment is collected through a PayPal-hosted checkout flow. Adspot does not receive, process or store your payment card numbers; PayPal processes payment under its own terms and privacy policy. Adspot creates and captures the payment order on its server using the server-calculated total only; it will never request or accept a client-supplied total as authoritative. A Booking is not paid, settled, reserved or guaranteed until Adspot's records show a verified, completed capture.

Supplier payout of the supplier net share becomes eligible only after: (a) a verified Buyer payment capture, (b) the Supplier's acceptance of the resulting purchase order, (c) at least 72 hours have elapsed since that acceptance, and (d) the Supplier has an enabled PayPal recipient profile on file with Adspot. Payouts are issued as a single idempotent USD batch payment per purchase order. A failed or incomplete payout attempt does not mark the Booking as settled, and Adspot will retry or escalate a failed payout consistent with its operational runbook.

Cancellation windows, creative deadlines, make-goods, outage handling and refund eligibility for a specific campaign are stated in the applicable Booking Confirmation and the Supplier/Buyer Agreements. Absent a specific Booking term, a refund, chargeback, payout exception or make-good request must be submitted in writing to Adspot support with the Booking ID, and will be reviewed and decided by Adspot in its reasonable discretion, consistent with PayPal's own dispute and chargeback process where payment was collected through PayPal. Adspot's superadmin function reviews Company verification status, Listing moderation, purchase-order and payout queues, and maintains an audit log of these administrative decisions; Adspot may use this function to suspend a Company, unpublish a Listing, or hold a payout pending review of a dispute, safety issue or suspected policy violation.

Adspot and its licensors own all right, title and interest in the Marketplace software, design, trademarks and underlying technology, excluding User-submitted content licensed under Section 5. No rights are granted except as expressly stated in this Agreement.

Each party will protect the other's non-public business, pricing, campaign and technical information disclosed through the Marketplace using at least the same degree of care it uses for its own confidential information (and no less than reasonable care), and will use it only to perform this Agreement. This obligation does not apply to information that is or becomes public through no breach of this Agreement, was already known to the receiving party without confidentiality restriction, or must be disclosed by law (with prompt notice to the disclosing party where legally permitted).

THE MARKETPLACE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, ADSPOT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND DISCLAIMS ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE. ADSPOT DOES NOT WARRANT THE ACCURACY OF ANY LISTING, THE FULFILLMENT OF ANY BOOKING, OR THE RESULTS OF ANY CAMPAIGN. NOTHING IN THIS SECTION LIMITS A NON-WAIVABLE STATUTORY RIGHT OR WARRANTY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, ARISING FROM OR RELATED TO THIS AGREEMENT. ADSPOT'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE PLATFORM FEES AND MARKETPLACE MARGIN ADSPOT ACTUALLY RETAINED FROM YOU IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) $500. THESE LIMITS DO NOT APPLY TO: (I) A PARTY'S INDEMNIFICATION OBLIGATIONS; (II) BREACH OF THE CONFIDENTIALITY OR INTELLECTUAL-PROPERTY SECTIONS; (III) FRAUD OR WILLFUL MISCONDUCT; (IV) BODILY INJURY OR DEATH; OR (V) AMOUNTS A PARTY OWES UNDER SECTION 6 OR 9 FOR FUNDS IT ACTUALLY RECEIVED OR OWES. THIS SECTION DOES NOT LIMIT ANY RIGHT THAT CANNOT BE LIMITED BY LAW.

Each party will defend, indemnify and hold the other harmless from third-party claims, losses and reasonable expenses (including attorneys' fees) arising from: (a) its breach of this Agreement; (b) its content, Listing or campaign; (c) its violation of law; or (d) its negligence or willful misconduct. Additional, role-specific indemnities are set out in the Supplier Agreement and Buyer Agreement.

Adspot may suspend or terminate a Company Account for a material breach of this Agreement, a safety or legal concern, non-payment, or suspected fraud, with notice where reasonably practicable. Either party may terminate for convenience on 30 days' written notice, without affecting any Booking already accepted or later, which is governed to completion by this Agreement. Sections 6, 9 through 15, and 17 through 19 survive termination.

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws principles. Before filing any claim, the parties will attempt in good faith to resolve the dispute through 30 days' written notice to the other party's contact on file. Any dispute not resolved informally will be finally resolved by binding individual arbitration in Miami-Dade County, Florida, administered under the American Arbitration Association's Commercial Arbitration Rules then in effect, except that either party may bring an individual action in small-claims court, and either party may seek emergency injunctive relief in a court of competent venue in Miami-Dade County, Florida to protect its confidential information or intellectual property pending arbitration. Claims may be brought only in an individual capacity, not as a plaintiff or class member in any purported class or representative proceeding, and the arbitrator may not consolidate claims of more than one person. This section does not limit any non-waivable right under applicable consumer-protection law.

Legal notices to Adspot must be sent to Abalon LLC, 1549 NE 123rd St, North Miami, FL 33161. Notices to a User will be sent to the email address or business address on file for the Company Account. Electronic acceptance records (version, user, timestamp and Booking ID) are retained as the operative record of acceptance, consistent with the federal E-SIGN Act.

Adspot may update these Terms by publishing a new version at this location with an updated effective date. Material changes will be notified to active Company Accounts by email or in-product notice at least 10 days before they take effect. Continued use after the effective date constitutes acceptance.

This Agreement, together with the incorporated documents, is the entire agreement between the parties on this subject and supersedes prior agreements on it. If any provision is unenforceable, the remaining provisions remain in effect. Neither party may assign this Agreement without the other's consent, except Adspot may assign it in connection with a merger, acquisition or sale of substantially all assets. Neither party is liable for delay or failure caused by events beyond its reasonable control.

Questions about these Terms: support@adspot-usa.com.