Terms & Conditions

Legal Notice

Blockchain-Ads is an advertising technology platform and brand operated and managed by BCA Labs Corporation together with its subsidiaries and affiliated companies. BCA Labs Corporation is a company incorporated in the British Virgin Islands with its registered office at Intershore Chambers, P.O. Box 4342, Road Town, Tortola, British Virgin Islands. BCA Labs Corporation is the contracting party under this Advertiser Agreement.

Blockchain-Ads may use subsidiaries, affiliated companies, and independent service providers to operate, manage, and support the Platform, brand, and Service. Those arrangements do not make any such entity or provider a party to the Advertiser Agreement.

The Platform enables advertisers to access digital advertising inventory made available by independent ad exchanges, supply-side platforms, advertising networks, publishers, and other supply partners. Blockchain-Ads does not own or operate publisher inventory. It is not the publisher of third-party properties and does not control the content, continued availability, auction rules, pricing, or placement decisions of independent supply partners. Blockchain-Ads provides the technology and services through which advertisers may bid for and access that inventory.

Information on the Blockchain-Ads website is provided for general information only. Unless expressly stated in an Order or this Agreement, benchmarks, forecasts, case studies, estimated audience sizes, projected results, and other marketing materials are illustrative and are not guarantees.

Links to third-party websites do not imply endorsement. Blockchain-Ads is not responsible for the content, security, availability, or privacy practices of third-party sites.

Advertiser Agreement

This Advertiser Agreement (the "Agreement") is entered into between:

1. BCA Labs Corporation, incorporated in the British Virgin Islands and providing advertising services under the Blockchain-Ads brand ("Blockchain-Ads," "Company," "we," "us," or "our"); and 2. the business or other legal person identified in the account or applicable Order ("Advertiser," "you," or "your").

Blockchain-Ads provides an online demand-side advertising platform and related services for campaign planning, media buying, audience targeting, optimisation, measurement, reporting, and, where ordered, managed campaign services (the "Service").

No affiliate, licensor, technology provider, payment processor, Supply Partner, publisher, or other third party becomes a party to this Agreement or liable to the Advertiser merely by supporting or enabling the Service.

By checking an unticked acceptance box and selecting "Accept and continue," creating or using an account through a process that expressly incorporates this Agreement, or signing an Order that incorporates it, you: (a) agree to this Agreement and the documents expressly incorporated into it; (b) confirm that you have independently evaluated the Service and do not rely on any promise, forecast, benchmark, case study, or guarantee not expressly stated in the Agreement or an Order; (c) represent that you are authorised to bind the Advertiser; and (d) agree to receive transactional and service communications concerning the account, campaigns, payments, security, and legal terms.

Marketing communications, optional tracking, card storage, automatic payments, and referral-program enrolment require separate affirmative choices and are not authorised merely by accepting this Agreement.

1. Definitions

1.1 Account means the Advertiser's account on the Platform.

1.2 Advertising Credit means a USD-denominated prepaid contractual entitlement to use the Service. It is not a bank deposit, stored-value product, payment instrument, or client-money account.

1.3 Advertisement or Creative means any banner, native unit, image, text, HTML5 unit, video, CTV asset, mobile unit, landing-page element, or other advertising material submitted, approved, or used for a Campaign.

1.4 API means any application programming interface made available by Blockchain-Ads for authorised programmatic access to the Platform.

1.5 Campaign means an advertising campaign configured or delivered through the Platform.

1.6 Campaign Data means delivery, bidding, targeting, measurement, attribution, conversion, and reporting data generated in connection with a Campaign.

1.7 Connected AI Agent means an artificial-intelligence system, automated assistant, script, model, agent, or third-party tool that the Advertiser authorises to access the Account or API.

1.8 Fees means platform, activation, campaign-management, creative, data, or other service fees disclosed before purchase. Unless expressly stated otherwise, Fees do not include media spend or taxes.

1.9 Inventory means advertising space or time made available by a Supply Partner.

1.10 Invalid Traffic means general or sophisticated invalid traffic, including automated, fraudulent, duplicated, manipulated, spoofed, or otherwise non-genuine advertising activity.

1.11 Order means an order form, insertion order, Platform order, or other written record accepted by both parties that states commercial terms for Services or a Campaign.

1.12 Platform means the Blockchain-Ads website, dashboard, APIs, ad-serving technology, bidding systems, audience products, measurement tools, and related interfaces.

1.13 Supply Partner means an independent ad exchange, supply-side platform, advertising network, publisher, reseller, or other provider through which Inventory is made available.

2. The Service

2.1 BCA Labs Corporation provides the Service through the Blockchain-Ads demand-side advertising Platform. The Service enables Advertisers to configure, purchase, deliver, optimise, measure, and report digital advertising across Inventory supplied by third parties. BCA Labs Corporation may use affiliates, licensors, subcontractors, and other service providers in providing the Service but remains responsible for its express obligations under this Agreement.

2.2 No inventory ownership. Blockchain-Ads does not own the Inventory and does not operate the websites, applications, streaming services, CTV environments, or other properties on which advertisements may appear. Inventory is made available and controlled by Supply Partners.

2.3 Third-party supply. Inventory availability, auction participation, clearing price, placement, timing, volume, format, and delivery are affected by Supply Partner rules and real-time auction conditions. Blockchain-Ads does not guarantee any placement, position, delivery time, impression volume, click volume, conversion, or other result.

2.4 Self-Service. In self-service mode, the Advertiser configures and operates its Campaigns. Actions taken through the Account are treated as actions of the Advertiser.

2.5 Managed Service. In managed-service mode, Blockchain-Ads personnel may configure, operate, and optimise Campaigns within the objectives, budget, targeting boundaries, and approvals given by the Advertiser. The Advertiser remains responsible for the legality and accuracy of its business, offer, Creatives, landing pages, licences, targeting instructions, and selected markets.

2.6 Blockchain-Ads may provide support, recommendations, forecasts, audience estimates, or optimisation suggestions. They are informational and do not create a duty to advise, a fiduciary duty, a best-execution duty, or a performance guarantee.

2.7 Blockchain-Ads may modify, update, replace, or discontinue Platform features where reasonably required for security, compliance, technical development, Supply Partner requirements, or business operations. BCA Labs Corporation will use commercially reasonable efforts to avoid materially reducing purchased functionality during an active Order.

2.8 The Advertiser acquires no ownership interest in Inventory, Supply Partner systems, the Platform, audience models, or Campaign Data belonging to Blockchain-Ads or third parties.

2.9 Blockchain-Ads targets 99.5% monthly Platform availability, excluding scheduled or emergency maintenance, third-party outages, force majeure, security events, compliance suspensions, and failures outside its reasonable control. This is an operational target and is not credit-bearing.

2.10 Blockchain-Ads is not a gambling operator, financial institution, broker, exchange, wallet provider, custodian, investment adviser, publisher, or merchant of the Advertiser's products or services. It does not accept or hold the Advertiser's customer funds.

2.11 Non-Acceptable Business. Blockchain-Ads will not knowingly accept or continue an Advertiser where there is a known or reasonably suspected connection to terrorism or violent extremism; unlawful weapons, military equipment, arms, or ammunition activity; money laundering or terrorist financing; criminal conduct; applicable sanctions or embargo violations; racist, pornographic, or extremist material; an unlicensed regulated activity; or a political organisation or political advertising campaign that Blockchain-Ads does not expressly approve in writing.

2.12 The Advertiser may not transfer its Account, use another person's Account or credentials, or permit an unauthorised person to access the Account. Blockchain-Ads is not responsible for loss caused by the Advertiser's failure to secure authorised access.

3. Costs Incurred, Content and Positioning

3.1 The Advertiser shall provide Creatives, landing pages, tracking instructions, targeting instructions, and other Campaign inputs by the deadlines reasonably communicated by Blockchain-Ads.

3.2 The Advertiser is solely responsible for all Creatives and landing pages created by or for it, all claims and disclosures in them, and the products or services they promote, including where Blockchain-Ads assists with production or configuration.

3.3 The Advertiser shall review and approve Campaign materials before launch. If the Advertiser authorises general optimisation or managed service, changes made within that authorisation are deemed approved unless the Advertiser promptly objects in writing.

3.4 The Creative and landing page must correspond. The Advertiser must not cloak, misdirect, switch destinations, or materially alter a destination after review in a way that shows Blockchain-Ads or end users different content.

3.5 Placement and positioning depend on the Inventory won through third-party supply. Blockchain-Ads may apply blocklists, allowlists, brand-safety filters, or placement exclusions where ordered and technically available, but cannot guarantee the context of every impression.

3.6 If the Advertiser identifies an objectionable placement, it shall notify Blockchain-Ads with sufficient detail. Blockchain-Ads will use commercially reasonable efforts to exclude that placement prospectively where technically possible. Prospective exclusion is the Advertiser's remedy for adjacency or placement-context concerns, except where applicable law requires otherwise.

3.7 Budget caps, pacing controls, bids, and targeting settings rely on auction feedback and reporting latency. The Advertiser must monitor its Account. A completed media transaction is final once irrevocably committed to a Supply Partner.

3.8 Apparent bidding, budget, configuration, or classification errors must be reported within 24 hours after becoming visible in the Platform. The Advertiser remains responsible for transactions completed because of its own or its authorised user's instructions.

3.9 Where the Advertiser asks Blockchain-Ads to post or modify a managed Campaign or authorises general optimisation, Blockchain-Ads will use reasonable efforts to implement the instruction within 48 hours. This is an operational target, not a guarantee, and may be affected by the completeness of the instruction, compliance review, technical requirements, or Supply Partner approval.

4. Fees, Payment and Advertiser Account

4.1 The Service is always prepaid. Every Campaign must be fully funded before launch and remain funded throughout delivery. Blockchain-Ads does not provide credit, post-payment, deferred-payment, net, or net-plus payment terms. The minimum initial funding is USD 10,000 for self-service and USD 30,000 for managed service.

4.2 All advertiser invoices are issued by BCA Labs Corporation and all advertiser prepayments are made to BCA Labs Corporation through its authorised payment channels. Blockchain-Ads may identify a payment service provider or collection agent on the authenticated payment screen or invoice. A named collection agent receives payment solely on behalf of BCA Labs Corporation. Cleared payment to that named agent discharges the Advertiser's corresponding payment obligation to BCA Labs Corporation but does not make the agent a party to this Agreement. The Advertiser shall use only verified payment instructions displayed in its authenticated Account or issued by an authorised BCA Labs Corporation finance contact. Blockchain-Ads and its payment service providers are not responsible for payments sent to unverified, incorrect, or fraudulent instructions.

4.3 Once cleared, a payment is credited to the Account as Advertising Credit. Advertising Credit may be used only for media spend, Fees, and Services available through the Platform. It is not transferable unless Blockchain-Ads agrees in writing.

4.4 Media spend and Fees are deducted as delivery or Services occur. Blockchain-Ads' reporting and ledger systems are the system of record for billing, subject to timely, substantiated correction of manifest errors.

4.5 Rates may be based on CPM, CPC, fixed platform fees, data fees, management fees, and creative fees, as stated in the Platform or Order. Blockchain-Ads does not purchase, sell, or bill advertising based on acquisitions, deposits, revenue share, or another conversion outcome. Prices and available Inventory may change with auction conditions.

4.6 The Advertiser shall monitor its balance and maintain sufficient Advertising Credit. An insufficient balance may cause immediate pausing, pacing disruption, loss of auction access, or cancellation of a Campaign.

4.7 All amounts exclude applicable tax and third-party bank, payment, network, conversion, gas, or processor charges. Such amounts are borne by the Advertiser unless the payment screen or Order states otherwise.

4.8 For cryptocurrency payments, the credited amount is the net USD value confirmed by the applicable payment processor after network and conversion charges. Transfers using an unsupported asset or network may be unrecoverable.

4.9 The Advertiser authorises Blockchain-Ads to correct an Account ledger for duplicate, reversed, recalled, charged-back, misposted, or uncleared payments; processor adjustments; reporting reconciliation; or confirmed billing errors.

4.10 The Advertiser must dispute a statement or invoice in writing within 14 days after it is made available. The notice must identify the Campaign, dates, amount, and grounds. This time limit does not apply to fraud, manifest error not reasonably discoverable from the statement, or rights that cannot lawfully be limited.

4.11 The Advertiser may not set off or withhold undisputed amounts. Prepayment is mandatory and Blockchain-Ads does not intentionally extend credit. If reporting latency, reconciliation, chargeback, reversal, or another adjustment creates a shortfall after delivery, that shortfall is a debt payable within seven days of invoice and does not constitute a credit facility or post-payment arrangement.

4.12 Card storage and automatic top-up are optional and require separate affirmative authorisation under Section 20.

5. Blockchain-Ads' Limited Warranty

5.1 Blockchain-Ads warrants that it will provide the Service with reasonable care and skill and substantially in accordance with the applicable Order.

5.2 Except for Section 5.1 and to the maximum extent permitted by law, the Platform and Service are provided "as is" and "as available." Blockchain-Ads disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted availability, complete security, error-free operation, and any warranty arising from course of dealing or usage of trade.

5.3 Blockchain-Ads does not warrant the performance, conduct, solvency, security, content, or continued participation of any Supply Partner or other third party.

5.4 Blockchain-Ads will use reasonable efforts to give at least 24 hours' notice of planned maintenance or material technical work. Emergency maintenance may be performed without prior notice.

6. Advertiser's Representations and Warranties

6.1 The Advertiser represents and warrants throughout the relationship that: (a) it is duly organised, validly existing, and authorised to enter into the Agreement; (b) information provided for the Account, KYB, payments, and Campaigns is complete, current, and accurate; (c) it has every licence, registration, consent, approval, and legal basis required for its business, advertisements, products, targeted markets, and data practices; (d) its Creatives, landing pages, products, services, claims, promotions, bonuses, disclosures, and targeting comply with all applicable laws, regulations, codes, and Supply Partner requirements; (e) it owns or has permission to use all intellectual property and data supplied to Blockchain-Ads; (f) it will not target minors or any audience prohibited from receiving the relevant advertising; (g) its funds do not derive from unlawful conduct and neither it nor its beneficial owners are subject to applicable sanctions; (h) it will comply with anti-bribery, anti-money-laundering, sanctions, export-control, consumer-protection, advertising, gambling, financial-services, and privacy laws applicable to it; and (i) it will keep Account and API credentials secure and promptly report suspected compromise.

6.2 For gambling, betting, crypto-asset, financial, or other regulated Campaigns, the Advertiser shall provide licences and substantiation reasonably requested by Blockchain-Ads. It must notify Blockchain-Ads promptly, and no later than 48 hours, of any suspension, expiry, revocation, restriction, or investigation affecting a material licence.

6.3 Blockchain-Ads' review, approval, rejection, or failure to review a Campaign does not transfer responsibility from the Advertiser and is not legal advice or confirmation that the Campaign is lawful.

6.4 The Advertiser may hold only one Account unless Blockchain-Ads approves otherwise in writing. It must not create or use another Account to evade a suspension, restriction, or closure.

6.5 The Advertiser must not reverse engineer, scrape, probe, disrupt, overload, circumvent, or gain unauthorised access to the Platform or another user's data.

6.6 The Advertiser shall maintain infrastructure capable of handling traffic directed to its properties. Blockchain-Ads is not responsible for downtime, degraded performance, lost conversions, or other effects caused by the Advertiser's servers, applications, tracking, or destinations.

6.7 The Advertiser shall provide corporate, ownership, licensing, identity, payment, and compliance documentation reasonably requested by Blockchain-Ads within 15 business days, or sooner where law, a payment provider, or a Supply Partner requires. Blockchain-Ads may suspend the Account or payments while required documentation remains outstanding.

6.8 Where reasonably necessary to verify or investigate a payment, the Advertiser authorises Blockchain-Ads and its payment providers to request relevant confirmation from the Advertiser's financial institution, payment provider, or wallet service, subject to applicable law.

7. Fraudulent Activity

7.1 Invalid Traffic is an inherent risk of programmatic advertising. Programmatic advertising may include bot traffic, duplicated activity, click fraud, incentivised or manipulated activity, impression laundering, domain or application spoofing, and other Invalid Traffic generated by Supply Partners, publishers, competitors, users, automated systems, or other third parties outside Blockchain-Ads' control. No monitoring or filtering system can identify or remove all Invalid Traffic. To the maximum extent permitted by law, Blockchain-Ads accepts no responsibility and has no liability for Invalid Traffic generated by a third party. The limited account adjustment expressly described in Section 7.6 is the Advertiser's sole and exclusive remedy for verified Invalid Traffic.

7.2 The Advertiser must not use the Service to commit fraud, manipulate delivery or measurement, generate artificial engagement, disguise prohibited activity, interfere with the Platform, or violate law.

7.3 Blockchain-Ads may use commercially reasonable monitoring and supply-quality controls for its own protection, but does not warrant or guarantee that any Invalid Traffic will be detected, prevented, or excluded. The use or non-use of a control does not transfer responsibility for third-party Invalid Traffic to Blockchain-Ads.

7.4 A delivery, measurement, or Invalid Traffic claim must be notified in writing within 10 calendar days after the relevant report becomes available. The Advertiser must provide the Campaign, dates, disputed amount, methodology, event-level evidence where available, and reconciliation of attribution windows, time zones, and counting methods.

7.5 A mere difference between analytics systems does not prove Invalid Traffic or overbilling. Where practical, external measurement should use an independent, appropriately accredited vendor agreed before the Campaign.

7.6 Blockchain-Ads will investigate timely, substantiated claims and may seek information from relevant Supply Partners. If Blockchain-Ads verifies a duplicate charge, undelivered billable event, or charge attributable to confirmed Invalid Traffic, the Advertiser's sole and exclusive remedy is restoration of the paid Advertising Credit directly attributable to the verified affected events. The adjustment is issued as Advertising Credit only, is not refundable in cash, and does not compensate for expected revenue, conversions, profit, media spend outside the verified events, or any other business outcome. All adjustments under this Section are subject to the specific monetary limit in Section 16.5.

7.7 Blockchain-Ads may immediately suspend or close an Account, preserve records, withhold the disputed portion of Advertising Credit, and pursue available remedies where it reasonably suspects fraud, abuse, unlawful activity, or manipulation.

8. Indemnification

8.1 The Advertiser shall defend, indemnify, and hold harmless Blockchain-Ads, its group companies, and their officers, directors, employees, contractors, and agents from third-party claims, regulatory proceedings, fines where lawfully indemnifiable, losses, damages, and reasonable legal costs arising from: (a) the Advertiser's business, products, services, Campaigns, Creatives, landing pages, claims, licences, selected markets, or targeting; (b) the Advertiser's breach of the Agreement or applicable law; (c) infringement of intellectual-property, privacy, publicity, or other third-party rights; (d) the Advertiser's data, instructions, consents, tracking implementation, or end-user relationship; or (e) fraud, sanctions, unlawful funding, or misuse of the Platform by the Advertiser or its authorised users.

8.2 The indemnity does not apply to the extent a claim is caused by Blockchain-Ads' own breach, negligence, fraud, or wilful misconduct.

8.3 Blockchain-Ads shall give reasonably prompt notice of an indemnified claim. The Advertiser may control an ordinary third-party defence with competent counsel reasonably acceptable to Blockchain-Ads, but may not settle a claim that admits fault by or imposes non-monetary obligations on Blockchain-Ads without written consent.

8.4 The Advertiser shall reimburse Blockchain-Ads for documented direct losses, costs, fees, penalties, clawbacks, chargeback fees, Supply Partner assessments, and reasonable remediation or account-reactivation costs imposed on or reasonably incurred by Blockchain-Ads to the extent directly caused by the Advertiser's Campaign, instruction, unlawful activity, or breach of the Agreement. Blockchain-Ads may not recover the same amount twice under this Section and Section 8.1.

8.5 If the Advertiser is an agency, media buyer, reseller, intermediary, or other person acting for an end client, it contracts as principal and remains liable for every obligation under the Agreement. It represents that it has authority to act for and bind each end client whose Campaign, Creative, data, or funds it introduces to the Platform. Any liability of an end client is in addition to, and does not replace, the Advertiser's liability.

9. Rejection of Campaign Content

9.1 Blockchain-Ads may reject, pause, restrict, remove, or discontinue a Campaign, Creative, destination, market, or Account where it reasonably considers the activity unlawful, misleading, unsafe, non-compliant, reputationally harmful, prohibited by a Supply Partner, or harmful to its banking, processing, supply, or business relationships.

9.2 The Advertiser must not promote, submit, link to, or conceal:

• unlawful products, services, conduct, or schemes;
• child sexual abuse material, sexual exploitation, trafficking, terrorism, violent extremism, or incitement to hatred or violence;
• pornography, adult streaming, webcam services, sexual services, adult e-commerce, or other adult advertising;
• weapons, ammunition, explosives, illegal drugs, counterfeit goods, stolen credentials, or forged documents;
• malware, spyware, ransomware, phishing, credential harvesting, deceptive downloads, or unauthorised device changes;
• Ponzi, pyramid, fraudulent, or deceptive investment schemes, or guaranteed/risk-free return claims;
• misleading prices, fabricated endorsements, fake warnings, hidden subscriptions, or deceptive bonuses;
• cloaking, destination switching, deceptive redirects, or content different from that submitted for review;
• intellectual-property infringement or unlawful use of a person's identity, likeness, or voice;
• artificial clicks, manipulated engagement, traffic laundering, or other fraudulent activity;
• unlicensed regulated products or services where a licence is required; or
• content prohibited by the Supply Partner providing the affected Inventory.

9.3 Software and applications advertised through the Service must not distribute malicious code, send unsolicited bulk communications, interfere with third-party systems, or install without valid user consent. They must provide a reasonable uninstall method.

9.4 The Advertiser must promptly notify Blockchain-Ads of a material change to an approved landing page, offer, licence, or Creative.

9.5 Suspected abuse may be reported to legal@blockchain-ads.com. Blockchain-Ads does not undertake a general monitoring obligation but will act where required by applicable law.

10. Non-Solicitation

10.1 During the Agreement and for 12 months after the Advertiser last uses the Platform, the Advertiser shall not knowingly bypass Blockchain-Ads to contract directly for a private, custom, or preferential arrangement with a Supply Partner first introduced and materially negotiated by Blockchain-Ads for that Advertiser.

10.2 Section 10.1 does not restrict the Advertiser from buying generally available open-market inventory through another platform or from continuing a relationship it can demonstrate existed independently of Blockchain-Ads.

10.3 The Advertiser must not use confidential information about Blockchain-Ads' supply paths, pricing, or partner arrangements to disintermediate Blockchain-Ads.

11. Confidentiality

11.1 Each party shall protect the other's non-public commercial, technical, financial, security, pricing, and business information using at least reasonable care and use it only to perform or enforce the Agreement.

11.2 Confidentiality does not apply to information the recipient can demonstrate is lawfully public, already known without restriction, independently developed without use of the confidential information, or lawfully obtained from an unrestricted third party.

11.3 A recipient may disclose confidential information where required by law, court, regulator, bank, acquirer, card scheme, or professional adviser, subject to confidentiality protections and advance notice where legally permitted.

11.4 These obligations continue for three years after termination and for as long as information remains a trade secret.

12. Cancellation

12.1 Either party may terminate the Agreement on 30 days' written notice. If Blockchain-Ads terminates under this Section without cause and the Advertiser is not in breach, Section 17.4 governs the eligible unused paid Advertising Credit. Either party may terminate for a material breach not cured within 10 business days after written notice, unless the breach is incapable of cure.

12.2 Blockchain-Ads may suspend or terminate immediately where it reasonably identifies fraud, sanctions, financial-crime, security, payment, licensing, unlawful-content, Supply Partner, or material compliance risk; insolvency; repeated breach; or a legal or regulatory requirement.

12.3 Suspension does not reverse media already delivered or commitments already placed with Supply Partners. The affected Advertising Credit may remain unavailable while Blockchain-Ads conducts a reasonable investigation or while a legal restriction applies.

12.4 Paid Advertising Credit expires after 12 consecutive months in which the Account neither runs a Campaign nor consumes Advertising Credit, provided Blockchain-Ads gives at least 30 days' written notice to the Account email before expiry. Expiry under this Section does not create a refund right.

12.5 On termination, the Advertiser shall stop using the Platform, remove Blockchain-Ads pixels, tags, SDKs, and server-to-server connections from its properties where no longer required, and pay all accrued amounts.

12.6 Sections intended by their nature to survive will survive, including payment, confidentiality, intellectual property, data protection, indemnity, liability, dispute, and refund provisions.

13. Intellectual Property

13.1 Blockchain-Ads, its affiliates, and its licensors retain all rights that they own or license in the Platform, software, interfaces, models, algorithms, documentation, aggregated and derived data, audience products, trademarks, and related intellectual property. Nothing in this Agreement transfers ownership of any such intellectual property to the Advertiser or determines ownership as between Blockchain-Ads and its affiliates or licensors.

13.2 BCA Labs Corporation grants the Advertiser a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to use the ordered Service and Platform for its internal advertising purposes during the Agreement. BCA Labs Corporation confirms that it has the rights necessary to grant that right.

13.3 The Advertiser owns its Creatives, trademarks, content, and first-party data. It grants Blockchain-Ads and necessary service providers a worldwide licence during the Campaign to host, reproduce, adapt for technical format, transmit, display, and distribute them as necessary to provide the Service.

13.4 Blockchain-Ads may use Campaign Data to operate, secure, measure, and improve the Platform and to create aggregated or de-identified analytics, models, and audience products. It will not publicly identify the Advertiser or disclose its confidential Campaign Data except as authorised, aggregated, de-identified, or legally required.

13.5 Use of the Advertiser's name or logo in a public case study requires the Advertiser's prior written approval.

13.6 The Advertiser may not resell, white-label, sublicense, or provide third-party access to the Platform unless Blockchain-Ads agrees in writing.

14. Entire Agreement and Variation

14.1 The Agreement, the applicable Order, the Data Processing Addendum, and any policy expressly stated to form part of the Agreement constitute the entire agreement for the Service. The Privacy Policy and Cookie Policy are transparency notices and do not form part of the Agreement or create contractual warranties.

14.2 In a conflict, the order of precedence is: (a) a written amendment signed by authorised representatives; (b) the Order for its specific commercial terms; (c) this Agreement; and (d) incorporated policies. A Data Processing Addendum prevails for processing terms within its scope.

14.3 Blockchain-Ads may update this Agreement prospectively by publishing a revised version and updating the effective date. A material adverse change will take effect no earlier than 30 days after notice to the Account email. Version 1.3 applies to an existing Advertiser only after affirmative re-acceptance through the Platform, a signed Order incorporating it, or another authenticated acceptance record. Continued use alone does not replace that required re-acceptance for Version 1.3.

14.4 Pricing changes apply prospectively and will be disclosed before a new purchase or Campaign commitment.

14.5 An account manager or sales representative may not vary the Agreement or promise a refund, credit, or exception unless authorised in a written amendment or Order.

15. Assignment, Governing Law and Jurisdiction

15.1 The Advertiser may not assign the Agreement without Blockchain-Ads' prior written consent. Blockchain-Ads may assign it to a group company or a purchaser of the relevant business, provided the assignee assumes the corresponding obligations and Advertising Credit records.

15.2 The Agreement and non-contractual obligations arising from it are governed by the laws of the British Virgin Islands.

15.3 Before commencing arbitration, a party shall give written notice of the dispute and allow 30 days for good-faith senior-level discussions. This does not prevent urgent interim relief or extend a contractual claim deadline unless agreed in writing.

15.4 Any dispute, controversy, or claim arising out of or relating to the Agreement, including its existence, validity, interpretation, performance, breach, termination, or any related non-contractual obligation, that is not resolved under Section 15.3 shall be finally resolved by confidential arbitration administered by the BVI International Arbitration Centre under the BVI IAC Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration is Road Town, Tortola, British Virgin Islands. The tribunal consists of one arbitrator and the language is English.

15.5 Either party may seek urgent interim or conservatory relief from a competent court. Blockchain-Ads may bring proceedings for undisputed payment, misuse of intellectual property or confidential information, or breach of Section 10 in a court of competent jurisdiction.

15.6 Claims must be brought individually and not through a class, collective, or representative proceeding, to the extent permitted by applicable law.

15.7 To the maximum extent permitted by applicable law, a claim against Blockchain-Ads is barred unless arbitration is commenced within 12 months after the claimant knew or reasonably should have known of the facts giving rise to the claim. The period is suspended during the mandatory discussion period under Section 15.3. This Section does not shorten a period that applicable law does not permit the parties to shorten.

15.8 The tribunal may allocate arbitration costs and reasonable legal fees between the parties and shall ordinarily award them to the substantially successful party unless the tribunal determines that another allocation is appropriate.

16. Limitation of Liability; Disclaimer of Warranty

16.1 To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, punitive, exemplary, or consequential loss, or for loss of profit, revenue, business, goodwill, opportunity, anticipated savings, or data.

16.2 Blockchain-Ads is not liable for acts or omissions of Supply Partners, publishers, exchanges, banks, acquirers, payment processors, blockchain networks, custodians, telecommunications providers, or other independent third parties, except to the extent Blockchain-Ads is legally responsible and liability cannot be excluded.

16.3 Blockchain-Ads is not liable for Campaign performance, conversion rate, return on advertising spend, customer quality, retention, revenue, or the Advertiser's business decisions.

16.4 The combined aggregate liability of Blockchain-Ads, its group companies, and their directors, officers, employees, contractors, and agents arising from the Agreement shall not exceed the greater of: (a) Fees paid or payable by the Advertiser during the three months preceding the first event giving rise to the claim, excluding media spend and taxes; and (b) USD 25,000. This is one aggregate cap for all such persons combined, not a separate cap for each person or claim.

16.5 Any adjustment, billing correction, credit restoration, or refund obligation of Blockchain-Ads is strictly limited, as applicable, to: (a) the exact amount incorrectly charged; (b) the paid media amount attributable to verified undelivered events; or (c) the eligible unused paid Advertising Credit after all deductions permitted under the Agreement. Such an obligation is a reconciliation of the parties' accounts, not damages, and does not create liability for consequential loss, lost revenue, expected conversions, profit, or any additional amount.

16.6 Nothing in the Agreement excludes or limits liability to the extent applicable law does not permit that liability to be excluded or limited. Where applicable law permits a liability to be limited but not excluded, the cap in Section 16.4 applies to the fullest extent permitted. This Section does not create a cause of action or remedy that would not otherwise exist.

16.7 Nothing in the Agreement limits the Advertiser's payment obligations, its reimbursement obligations under Section 8.4, or its indemnity obligations for unlawful advertising, sanctions, data-protection claims, or third-party intellectual-property infringement.

17. Refund Policy

17.1 Advertising Credit is purchased for use, not withdrawal. Payments are converted into Advertising Credit for purchasing the Service. Advertising Credit is non-refundable except in the specific cases expressly stated in this Section or where applicable law requires otherwise.

17.2 Performance is never a refund ground. Campaign performance, conversion rate, return on advertising spend, user quality, retention, audience quality, the level of Invalid Traffic, auction conditions, or dissatisfaction with results does not create a refund right.

17.3 Client-side issues are not refundable. No refund is provided where a Campaign is delayed, rejected, paused, restricted, or unable to launch because of the Advertiser's act or omission, including non-compliance with advertising policies; prohibited or unlicensed activity; insufficient, defective, late, or rejected Creatives; an unavailable or non-compliant destination; missing approvals, instructions, documentation, consent, tracking, or technical integration; a change in the Advertiser's plans; or insufficient cooperation.

17.4 Closure and discretionary refund review. The following rules apply:

• (a) Termination, Account closure, a change of plans, or an Advertiser-side tracking, approval, integration, funding, or operational delay does not create a refund right.
• (b) An Advertiser in good standing may submit a request for a discretionary closure refund only after at least 35% of the total paid Advertising Credit purchased by that Advertiser has been consumed through delivered media and earned Fees.
• (c) Submission of a request does not create a right to redemption or refund. Blockchain-Ads may approve or reject the request in its discretion after considering compliance status, payment risk, delivered media, earned Fees, and non-cancellable commitments.
• (d) Blockchain-Ads may waive the 35% threshold only in exceptional circumstances. A waiver is case-specific and does not establish a practice, precedent, or entitlement for that Advertiser or any other person.
• (e) If Blockchain-Ads terminates under Section 12.1 without cause and the Advertiser is not in breach and is not subject to a compliance, sanctions, fraud, payment, ownership, or security investigation, Blockchain-Ads will refund the eligible unused paid Advertising Credit calculated under Section 17.8.
• (f) This Section does not limit Sections 17.5 to 17.7 or a refund required by law.

17.5 Undelivered advertising spend caused by Blockchain-Ads. If a verified failure of systems controlled by Blockchain-Ads prevents delivery of an affected Campaign, Blockchain-Ads may restore the undelivered affected amount as paid Advertising Credit. If Blockchain-Ads determines that it cannot provide the affected Service within a commercially reasonable period, the Advertiser may request a refund of the eligible unused paid Advertising Credit allocated to that affected Service. A Supply Partner outage, lack of eligible Inventory, failure to win an auction, third-party service failure, or force majeure event is not a Blockchain-Ads system failure.

17.6 Material written misrepresentation. If Blockchain-Ads materially misrepresented the nature of a purchased Service in a written Order, the Advertiser must submit a substantiated claim within five business days after the affected Campaign starts. A forecast, benchmark, case study, audience estimate, expected result, sales discussion, or statement not expressly included in the Order is not a representation for this Section. If the claim is validated, Blockchain-Ads may correct the Service or approve a proportionate refund of the eligible unused paid Advertising Credit directly affected by the misrepresentation. No refund is available for Campaign performance.

17.7 Payment errors. A duplicate transfer, wrong amount, unsupported asset or network, or suspected unauthorised payment must be reported within 30 days after payment. A refund or recovery is available only to the extent the payment is identified, remains unused, and is technically and legally recoverable.

17.8 Eligible amount and deductions. A refund applies only to unused Advertising Credit created by an actual cleared payment from the Advertiser. Promotional, bonus, goodwill, service, or adjustment credit has no refundable cash value. The eligible amount is calculated using Blockchain-Ads' reporting and ledger systems after deducting delivered media, earned Fees, authorised non-cancellable Supply Partner commitments, chargebacks, reversals, shortfalls, amounts due, and documented third-party return costs. The limits in Section 16.5 apply.

17.9 Compliance exclusions and holds. No refund is due while a sanctions, fraud, anti-money-laundering, ownership, payment, security, licensing, or compliance investigation is reasonably pending, or where payment is prohibited by law. A material breach by the Advertiser makes the balance non-refundable except to the extent applicable law requires otherwise, after reconciliation of delivered Services, commitments, losses, and amounts due.

17.10 Request and verification. A refund request must be sent from the authorised Account email to support@blockchain-ads.com, state the applicable ground, and include information reasonably requested to verify authority, beneficial ownership, payment source, and eligibility.

17.11 Payment method. An approved refund will ordinarily be returned to the original payment source. If that route is unavailable or prohibited, Blockchain-Ads may use another lawful destination verified as owned and controlled by the Advertiser. For cryptocurrency, the refund is calculated from the USD amount approved using the disclosed conversion rate at the time of refund, not the original number of tokens.

17.12 Determination and timing. Blockchain-Ads will normally issue its written determination within 10 business days after receiving a complete request. A complex compliance, processor, or Supply Partner investigation may take longer. Approval does not control the processing time of a bank, blockchain network, or payment provider. An unresolved dispute is governed by Section 15.

18. Force Majeure

18.1 Neither party is liable for failure or delay caused by an event beyond its reasonable control that it could not reasonably avoid, including natural disaster, war, civil disorder, epidemic, labour disruption, government action, change in law, internet or cloud outage, cyberattack, exchange failure, Supply Partner outage, or blockchain failure.

18.2 The affected party shall use reasonable efforts to mitigate and notify the other party where practicable. Accrued payment obligations and irrevocable Supply Partner commitments remain due.

18.3 If the event materially prevents the affected Service for 60 consecutive days, either party may terminate that affected Service. Section 17 governs any eligible unused paid Advertising Credit.

19. Miscellaneous

19.1 Legal notices to Blockchain-Ads must be sent to legal@blockchain-ads.com. Support and billing notices must be sent to support@blockchain-ads.com. Privacy requests must be sent to privacy@blockchain-ads.com. Notices to the Advertiser are sent to the Account email and are deemed given when transmitted, subject to mandatory law.

19.2 Electronic acceptance, electronic signatures, Platform records, and authenticated Account actions may be used as evidence of agreement and instructions to the extent permitted by the British Virgin Islands Electronic Transactions Act, 2021.

19.3 The parties are independent contractors. Nothing creates a partnership, employment, fiduciary, franchise, or agency relationship. A Supply Partner is not the Advertiser's agent, and the Advertiser is not a third-party beneficiary of a Blockchain-Ads supply contract.

19.4 Failure or delay in exercising a right is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will continue.

19.5 Headings are for convenience. "Including" means "including without limitation." English controls over a translation unless mandatory law requires otherwise.

19.6 Blockchain-Ads' group companies and the officers, directors, employees, contractors, agents, and other persons expressly protected by Sections 8 and 16 may enforce the provisions that protect them, subject to applicable law. The parties may amend or terminate the Agreement without the consent of any such person.

20. Recurring Transaction

20.1 Card storage and automatic top-up are optional and require a separate, clear affirmative authorisation at the payment step.

20.2 If enabled, the Advertiser authorises the applicable payment service provider to store card credentials and process advertiser-initiated and merchant-initiated transactions. Blockchain-Ads does not store the full card number.

20.3 The Advertiser selects or approves the top-up amount, trigger threshold, and any available daily limit. It may disable automatic top-up through the Account or support channel.

20.4 Blockchain-Ads will provide transaction confirmations and notices of material changes as required by applicable card-scheme rules and law.

20.5 Disabling automatic top-up does not cancel media already delivered or irrevocably committed.

21. API and Connected AI Agents

21.1 Actions performed with the Advertiser's Account or API credentials, including actions by a Connected AI Agent, are treated as the Advertiser's actions.

21.2 The Advertiser is responsible for selecting, configuring, supervising, and securing any Connected AI Agent and for confirming its bids, budgets, Campaign settings, targeting, outputs, and decisions.

21.3 The Advertiser shall comply with API documentation, rate limits, security requirements, and access restrictions. It must not use an API or agent to evade a restriction, access another account, or extract data beyond authorised scope.

21.4 Blockchain-Ads may suspend, throttle, or terminate API or agent access where it reasonably suspects a breach, security risk, fraud, unlawful activity, or material Platform risk.

21.5 APIs, automated functions, and AI-enabled features are provided "as is" and "as available." Blockchain-Ads does not guarantee the accuracy, availability, or outcome of automated or AI-assisted actions.

22. Data Protection

22.1 The Advertiser is controller of personal data collected through a Blockchain-Ads pixel, tag, SDK, conversion API, or server-to-server connection deployed on or connected to the Advertiser's properties. The Advertiser instructs BCA Labs Corporation to process that personal data on its behalf to provide, measure, secure, and report the affected Campaign under the Data Processing Addendum, which forms part of the Agreement upon acceptance.

22.2 Before a Blockchain-Ads collection tool processes personal data on an Advertiser property, the Advertiser shall provide every notice, obtain every consent, and transmit every privacy or consent signal required by applicable law. The Advertiser must not transmit special-category or sensitive data, children's data, passwords, payment-card data, direct identifiers, or other prohibited data unless Blockchain-Ads has expressly agreed in writing and the processing is lawful.

22.3 BCA Labs Corporation may process limited Account, billing, compliance, security, fraud-prevention, Invalid Traffic, aggregated, and de-identified information as an independent controller for the purposes described in the Privacy Policy. The Privacy Policy is a transparency notice and not part of the Agreement.

Should you have any questions regarding this Agreement you may contact us at legal@blockchain-ads.com