Terms of Service

01 Agreement to these terms

These Terms of Service ("Terms") form a binding agreement between you — whether acting personally or on behalf of a company ("you", "Partner") — and Webnetic Ads ("Webnetic Ads", "we", "us"), a performance-driven digital advertising agency based at [Registered address, Gurugram, Haryana, PIN], India.

By creating an account, submitting a campaign, promoting an offer, or otherwise using our website or platform, you confirm you have read, understood and agreed to these Terms and to our Privacy Policy. If you do not agree, do not use the platform.

If you accept these Terms on behalf of an organisation, you represent that you have authority to bind that organisation, and "you" refers to it.

02 Definitions

03 Eligibility and accounts

• You must be at least 18 years old and legally able to enter into contracts.
• Every account is manually reviewed. We may approve, decline or request further information at our discretion, and we are not obliged to give reasons for a decline.
• Registration information must be accurate, current and complete. You must update it when it changes — payouts can be delayed or withheld if payment or tax details are wrong.
• You are responsible for keeping credentials confidential and for all activity under your account. Notify us immediately of any unauthorised access.
• One account per Partner. Duplicate or undisclosed linked accounts may be suspended and their balances forfeited.
• Accounts may not be sold, leased or transferred without our written consent.

04 The platform

Webnetic Ads operates a performance advertising platform spanning search, social, programmatic, display, video, native, email, SMS, push and lead generation channels. We connect Advertisers with Publishers, deliver and optimise campaigns, track outcomes and settle payments between the parties.

We do not guarantee any specific volume of traffic, number of Conversions, revenue, ranking, placement or return on investment. Performance figures shown on our website or in the platform are indicative and are not a promise of results.

We may modify, suspend or discontinue any part of the platform, including individual Offers, at any time. We aim to give reasonable notice for material changes, but Offers may be paused or terminated by an Advertiser at short notice.

05 Advertiser terms

• Campaign material. You are responsible for the legality, accuracy and compliance of your creatives, landing pages, products and claims, and for holding all necessary rights, licences and approvals.
• Tracking. You must implement and maintain the agreed tracking correctly and keep it live for the duration of the campaign. Broken or removed tracking does not excuse payment for traffic already delivered.
• Conversion validation. Conversions may be reviewed within the agreed validation window. Rejections must be raised with a documented reason within that window; unexplained mass rejections are not accepted.
• Budgets and invoicing. Campaigns run against an agreed budget or deposit. Invoices are payable within the agreed credit period; overdue amounts may attract interest and may lead to campaigns being paused.
• No circumvention. You may not solicit or contract directly with Publishers introduced through the platform to avoid platform fees, for [12] months after the introduction.
• Compliance. Your offers must comply with applicable advertising, consumer protection, data protection and sector-specific laws in every geography you target.

06 Publisher terms

• Traffic sources. You must disclose your traffic sources accurately and get written approval before adding a materially different source or method.
• Offer restrictions. Each Offer's rules — permitted geographies, channels, creatives, keyword and brand-bidding restrictions — form part of these Terms. Running an Offer outside its rules makes the resulting Conversions invalid.
• Creatives. Use approved creatives and tracking links. Do not modify creatives, misrepresent an Advertiser's product, imply endorsement, or promise rewards not offered by the Advertiser.
• Disclosure. Where required, clearly disclose that content is advertising or affiliate promotion.
• Own traffic only. You may not click your own links, use others to do so, or generate Conversions on your own account.
• Reporting. Statistics recorded by our tracking systems are the authoritative record for payout purposes, absent manifest error.

07 Payments, payouts and taxes

Publisher payouts

• Payouts are calculated on validated Conversions at the rate published on the Offer at the time of the Conversion.
• We settle on a weekly schedule once the minimum payout threshold of [amount + currency] is met. Balances below the threshold roll over to the next cycle.
• Payments are made by the method selected in your account. Bank charges, wallet fees and currency conversion costs are borne by you unless agreed otherwise.
• Payouts are subject to Advertiser validation and to the fraud checks in section 09. Amounts later charged back, reversed or found invalid may be deducted from current or future balances.

Advertiser payments

• Prepaid campaigns run only against cleared funds. Credit terms, where granted, are set out in your insertion order.
• Deposits are applied to media spend and platform fees and are non-refundable once spent. Unspent balances may be refunded at our discretion, less costs already incurred.

Taxes

All amounts are exclusive of GST, withholding tax and other applicable taxes, which are added or deducted as required by law. Each party is responsible for its own tax filings. You must provide valid tax registration details (including GSTIN or PAN where applicable) before payouts are released.

Disputes about a statement or invoice must be raised in writing within [30] days of it being issued; after that it is treated as accepted.

08 Prohibited traffic and conduct

The following are strictly prohibited on the platform:

• Bot traffic, click farms, emulators, automated scripts, proxy or VPN masking used to disguise traffic origin, and any form of click or impression injection;
• Incentivised traffic where the Offer does not permit it, and misleading, forced or deceptive click flows;
• Cookie stuffing, forced redirects, pop-unders on restricted Offers, iframe stacking and pixel stuffing;
• Trademark or brand bidding, typosquatting, or impersonating an Advertiser, Webnetic Ads or any third party;
• Spam — unsolicited email, SMS or messaging in breach of applicable law, or use of purchased or scraped contact lists;
• Malware, adware, spyware, cryptominers, or any code that interferes with a user's device or browser;
• Traffic from or promotion of content that is illegal, adult (unless expressly permitted by the Offer), hateful, violent, defamatory, or that infringes intellectual property;
• Falsifying lead data, submitting fabricated personal information, or collecting personal data without a lawful basis and clear notice;
• Reverse engineering, scraping, load testing, probing or interfering with the security or integrity of the platform.

09 Fraud detection and payment holds

All traffic is screened for bots, click farms and duplicate conversions before payment is released. We may use internal systems and third-party fraud providers to do so.

Where traffic shows credible indicators of fraud or a Terms breach, we may withhold the affected payout, place the account under review, request evidence such as traffic logs or source documentation, and adjust or reverse Conversions found to be invalid. We will notify you of a hold and give a reasonable opportunity to respond.

Determinations about traffic validity are made in good faith on the evidence available. Our tracking data and fraud reports are the primary record for these decisions.

10 Intellectual property

The platform, our website, software, design, reports and the Webnetic Ads name and logo are owned by us or our licensors. Nothing in these Terms transfers ownership to you. You may not copy, adapt or create derivative works from them except as expressly permitted.

Advertisers grant Webnetic Ads and approved Publishers a non-exclusive, revocable, royalty-free licence to host, reproduce and display their creatives and marks solely to promote the relevant campaigns for the duration of those campaigns.

Publishers grant us a licence to use their site name and logo to identify them internally and, with prior consent, in marketing materials.

11 Confidentiality

Payout rates, Offer terms, traffic sources, campaign performance data, pricing and any non-public business information disclosed through the platform are confidential. You may not disclose them to third parties except to employees and advisers who need to know and are bound by equivalent obligations, or where disclosure is required by law. This obligation survives termination for [3] years.

12 Data protection

Each party will comply with applicable data protection law, including India's Digital Personal Data Protection Act, 2023, and the GDPR where relevant. Our handling of personal data is described in the Privacy Policy.

Where you collect personal data from end users — for example through a lead form — you are responsible for providing a privacy notice, obtaining any required consent, and honouring user rights requests. You must not transfer to us any personal data you are not lawfully permitted to share, and you must not send us sensitive personal data unless expressly agreed in writing.

13 Term and termination

These Terms apply from the moment you create an account until terminated. There are no long-term contracts: either party may terminate for convenience on [7] days' written notice, subject to settlement of amounts properly due.

We may suspend or terminate immediately, without notice, if you materially breach these Terms, engage in fraud or Invalid Traffic, expose us or an Advertiser to legal risk, or become insolvent.

On termination: access to the platform ends; tracking links stop working; validated and undisputed balances are paid out on the next cycle after the final validation period; and balances attributable to Invalid Traffic or breach may be withheld. Sections 10, 11, 12, 14, 15, 16, 17 and 18 survive termination.

14 Disclaimers

The platform is provided on an "as is" and "as available" basis. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the platform will be uninterrupted, error-free or secure.

We do not warrant the conduct, solvency or performance of any Advertiser or Publisher on the platform, and we are not responsible for the products, services or content they promote. We do not guarantee any level of traffic, conversion rate, revenue or return.

15 Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, goodwill, data or business opportunity, however caused.

Our total aggregate liability arising out of or relating to these Terms, whether in contract, tort or otherwise, will not exceed the total amounts paid or payable by us to you (for Publishers) or by you to us (for Advertisers) in the [three (3)] months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes liability that cannot be excluded by law, including liability for fraud or wilful misconduct.

16 Indemnification

You will indemnify, defend and hold harmless Webnetic Ads, its officers, employees and agents from any claim, demand, loss, liability, penalty, cost or expense (including reasonable legal fees) arising out of: your use of the platform; your creatives, offers, landing pages, products or traffic; your breach of these Terms or of applicable law; your infringement of a third party's rights; or your handling of personal data.

17 Governing law and dispute resolution

These Terms are governed by the laws of India, without regard to conflict-of-law rules.

The parties will first attempt to resolve any dispute in good faith within 30 days of written notice. If unresolved, the dispute will be referred to arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator appointed by mutual agreement. The seat and venue of arbitration is Gurugram, Haryana, and the language is English. The award is final and binding.

Subject to the above, the courts at Gurugram, Haryana, India have exclusive jurisdiction. Nothing prevents either party from seeking urgent injunctive relief from a court of competent jurisdiction.

18 General provisions and contact

• Changes. We may update these Terms. Material changes will be notified by email or in the platform before they take effect; continued use afterwards constitutes acceptance.
• Independent contractors. Nothing here creates a partnership, joint venture, employment or agency relationship.
• Assignment. You may not assign these Terms without our written consent. We may assign to an affiliate or successor.
• Severability. If a provision is held unenforceable, the rest remains in effect and the provision is modified to the minimum extent necessary.
• Waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
• Entire agreement. These Terms, the Privacy Policy and any signed insertion order form the entire agreement. Where an insertion order conflicts with these Terms, the insertion order prevails for that campaign.