Terms and Conditions

1. Introduction

Welcome to AdFlay (operated by SM DISTRIBUTION USA INC). 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 SM DISTRIBUTION USA INC.

2. Account Registration and Approval

Registration with AdFlay 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 AdFlay 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.

3. Publisher Terms & Traffic 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 AdFlay. 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 local, federal, and international 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 explicit campaign 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 verifiable proof of recipient opt-in consent.
• No random or invalid email address generation (no dictionary attacks or automated harvesting).
• No misleading headers, spoofed domains, or masking of email origin.
• Only approved and current creative content and subject lines may be used.
• Clear identification as an advertisement is required.
• Functional, one-click opt-out mechanism must be provided in every message.
• Unsubscribe requests must be processed within 10 business days in compliance with the CAN-SPAM Act.
• Must download and honor suppression and domain exclusion lists prior to every broadcast.

4. Advertiser Terms & Obligations

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

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

Campaign Requirements:

• Campaigns must clearly disclose all terms, conditions, pricing, and material information.
• Landing pages must be fully functional, secure (HTTPS), mobile-responsive, and load properly.
• Tracking pixels and Server-to-Server (S2S) postback URLs must be properly configured and tested.
• Conversion attribution windows must be clearly specified.
• Quality standards, acceptable traffic sources, and prohibited traffic types must be documented in advance.

5. AdFlay Platform Services

AdFlay provides a proprietary technology platform that connects Advertisers and Publishers through our high-performance ecosystem. Our Services include:

• AdFlay Offerwall Platform: Interactive offerwall technology for Publishers to monetize web and mobile user properties.
• Campaign Management & Tracking: S2S postback engines and Smartlink routing algorithms.
• Real-Time Analytics & Reporting Dashboards: Live tracking of impressions, clicks, conversions, and revenue metrics.
• Fraud Detection & Prevention: Real-time ProxyCheck, botnet mitigation, and traffic validation systems.
• Payment Processing & Reconciliation: Automated ledger accounting and multi-currency payout processing.
• Technical Support & Account Management: 24/7 dedicated support and campaign optimization.

Campaigns specify payment terms, including the event type (clicks, conversions, impressions, leads, installs, etc.) and compensation amount. AdFlay 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.

6. Payment Terms & Settlement

Publisher Payments:

• Payments are processed according to the specified schedule (typically Net 7–14 days after month end; weekly Net-7/Net-15 for approved high-volume partners).
• A minimum payment threshold of $50.00 USD must be reached before payouts are released.
• All earnings are subject to Advertiser verification, conversion validation, and internal fraud review.
• Invalid traffic, fraudulent activity, or quality issues will result in immediate payment deductions.
• Chargebacks or rejected conversions from Advertisers will be deducted from current or future publisher payouts.
• Valid tax documentation (IRS Form W-9 for US entities or Form W-8BEN for international partners) is required prior to payment processing.

Advertiser Payments:

• Prepayment or approved corporate credit terms are required prior to campaign launch.
• Invoices are due strictly according to agreed payment terms (Net-15 / Net-30).
• Late payments may incur interest charges of 1.5% per month and immediate campaign suspension.
• Disputed charges must be reported in writing within 30 days of invoice date.
• AdFlay reserves the right to withhold service delivery for any breach of payment agreements.

7. License and Intellectual Property

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

• You may only access the Platform through approved methods, SDKs, and API interfaces.
• No modification, reverse engineering, decompilation, or circumvention of security measures is permitted.
• Tracking links, pixels, Smartlinks, Offerwall code, and related technology remain our exclusive property.
• We own all telemetry, traffic patterns, and data collected through our tracking systems.
• The use of sub-publishers, sub-affiliates, or brokered networks requires prior written approval from AdFlay.
• Our trademarks, logos, and branding may only be used with express written permission.

8. Confidential Information

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

• Pricing, payout rates, commission tiers, and custom payment schedules.
• Performance data, traffic volume, conversion rates, and campaign metrics.
• Technical specifications, API keys, postback URLs, and integration details.
• Business strategies, advertiser identities, and partner relationships.
• User data, device telemetry, and personally identifiable information.

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

9. Monitoring and Compliance

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

• Real-time traffic quality analysis, ProxyCheck scoring, and fraud detection.
• Creative, landing page, and promotional content compliance reviews.
• Landing page destination checks, conversion funnel testing, and redirect monitoring.
• Email list verification, opt-in compliance, and CAN-SPAM adherence audits.
• Brand safety, consumer disclosure, and trademark compliance enforcement.

Violations will result in immediate account suspension, complete payment forfeiture, permanent platform termination, and potential legal action.

10. Representations and Warranties

You represent and warrant that:

• You possess the legal authority, corporate power, and capacity to enter into this binding Agreement.
• All information provided to AdFlay during registration and KYC verification is accurate, complete, and current.
• You own or possess the necessary licenses and permissions for all media properties, domains, and content you provide.
• Your use of our Services and delivery of traffic complies with all applicable local, national, and international laws.
• You will not engage in any fraudulent, artificial, misleading, or deceptive marketing practices.
• You maintain appropriate privacy policies, user notices, and statutory consent mechanisms on all your properties.

11. Indemnification

You agree to indemnify, defend, and hold harmless SM DISTRIBUTION USA INC, its officers, directors, employees, affiliates, and agents from and against any claims, damages, losses, liabilities, fines, penalties, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of this Agreement; (b) your violation of any applicable law, rule, or regulation; (c) your infringement of any third-party intellectual property or privacy rights; (d) your promotional content, creatives, or campaigns; or (e) your use of or access to the Services.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• SM DISTRIBUTION USA INC shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages (including loss of revenue, profits, data, goodwill, or business reputation).
• Our total aggregate liability for all claims arising out of or relating to this Agreement shall not exceed the total fees paid or payable by SM DISTRIBUTION USA INC to you in the twelve (12) months immediately preceding the event giving rise to the claim.
• We provide all Services "AS IS" and "AS AVAILABLE" without warranties of any kind, whether express, implied, statutory, or otherwise.
• We do not guarantee uninterrupted, secure, or error-free platform operation, nor do we guarantee any specific level of revenue or conversion performance.
• We are not responsible for third-party landing pages, advertiser offer availability, or advertiser postback tracking failures.

13. Term and Termination

• Either party may terminate this Agreement for convenience with three (3) business days written notice.
• AdFlay may terminate this Agreement immediately without notice upon any material breach, fraudulent traffic detection, or violation of law.
• Upon termination, you must immediately cease all use of our Services, pause all traffic routing, and remove all tracking pixels, Offerwalls, and SDK code from your properties.
• Legitimate outstanding payments validated by advertisers will be settled in the next standard billing cycle.
• Confidentiality, intellectual property, indemnification, and limitation of liability provisions shall survive any termination of this Agreement.

14. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to its conflict of law principles. Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved through binding individual arbitration administered in New York, NY, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights. You hereby waive any right to participate in a class-action lawsuit or class-wide arbitration.

15. Contact Information

For questions, formal notices, or legal inquiries regarding these Terms and Conditions, please contact us: