These Advertiser Terms and Conditions (the “Terms”) govern access to and use of the Adxe advertising platform by any person or entity that creates an advertiser account (“you”). They form a binding agreement between you and Adxe Pty Ltd (“Adxe”).
1. Acceptance
Creating an account, funding an account, or delivering advertising through the platform constitutes acceptance of these Terms and of the Advertising Policies, which are incorporated into them by reference. If you do not accept them, you must not use the platform.
The platform is self-serve. No insertion order, signature or minimum commitment is required, and none is accepted as a variation of these Terms. Purchase orders, vendor onboarding forms, supplier portals and any other document you issue have no contractual effect, and any terms they contain are expressly rejected, unless Adxe has signed that document and it states that it varies these Terms.
Where you accept these Terms on behalf of an entity, you warrant that you are authorised to bind it, and “you” means that entity. Together with the Advertising Policies, these Terms are the entire agreement between the parties and supersede all prior representations, whether oral or written.
2. Accounts and eligibility
- Accounts require approval before they may deliver advertising. Adxe may approve or decline any application, and may impose conditions on an approval, at its sole discretion and without giving reasons.
- You must provide accurate registration, business and billing information and keep it current. Adxe may verify that information at any time and may suspend an account pending verification.
- You are responsible for all activity conducted under your account, including by users you invite, agents acting on your behalf, and any person to whom you disclose credentials. Credentials must not be shared, sold or transferred.
- You must notify Adxe immediately of any suspected unauthorised access. You remain liable for spend incurred before that notification.
- One entity may hold one account unless Adxe agrees otherwise in writing. Creating or using a further account to circumvent a suspension, rejection or policy determination is a material breach of these Terms.
3. Funding and payment
The platform operates on a prepaid basis. You fund the account by card through Adxe’s payment processor, and campaigns draw against the available balance as advertising is delivered. Adxe does not invoice, does not extend credit, and does not store card details, which are held by the processor under its own terms.
- You may enable automatic top-up, authorising Adxe to charge the card on file when the balance falls below a threshold you set. You may disable it at any time; a charge already initiated is not affected.
- Funds credited to the balance are non-refundable and remain available for future delivery. Nothing in this clause limits any right to a refund conferred by law that cannot lawfully be excluded.
- You must not initiate a chargeback or payment reversal in respect of a funded amount. Any amount reversed is a debt immediately due and payable to Adxe, and Adxe may suspend the account and cease all delivery until it is settled.
- All amounts are exclusive of taxes. Where Adxe is required to collect a tax, duty or levy on a payment, that amount is added to it and payable by you.
4. Charges
You are charged for advertising delivered on your behalf, at the amount recorded against the campaign in the platform. That amount is the price of the delivery and is inclusive of its execution; no separate platform fee, licence fee, subscription or minimum spend applies.
5. Budgets, pacing and caps
Budgets, price caps, schedules and targeting parameters are instructions to an automated system that transacts in milliseconds and records spend when delivery is confirmed. A short interval separates the two. Accordingly, actual spend may exceed a stated cap by a limited margin, and a campaign paused, edited or stopped mid-flight may deliver further impressions before the change takes effect. You are liable for delivery that occurred.
Adxe does not guarantee that a budget will be spent in full or spent evenly, or that any particular volume, inventory, placement, position, audience or price will be available at any time.
6. Measurement and disputes
Delivery and spend are measured by Adxe’s systems, and Adxe’s records are the definitive record of what was delivered and what is payable. Third-party measurement — your analytics, an ad server, an attribution provider — applies different methodologies and will differ, in some cases materially. A discrepancy between those records and Adxe’s is not evidence of a billing error and is not a basis for withholding payment.
Any dispute in respect of a charge must be raised in writing through the contact page within 30 days of the date it was charged, and must identify the campaign, the period and the basis of the dispute. Adxe will investigate and, where it determines the charge was incorrect, credit the balance. Adxe’s determination is final. A charge not disputed within 30 days is accepted and may not afterwards be challenged.
Adxe applies invalid-traffic controls before and after delivery and does not knowingly charge for traffic identified as invalid. No control of this kind is exhaustive, and Adxe does not warrant that no invalid traffic will reach a campaign.
7. Your advertising
You retain ownership of your creatives, trade marks, destination pages and data. You grant Adxe a non-exclusive, worldwide, royalty-free, sub-licensable licence to host, store, reproduce, resize, transcode, transmit and display them for the purpose of delivering your advertising, and to retain copies as a record of what was delivered for as long as Adxe requires for legal, audit and dispute purposes.
You are solely responsible for your advertising and for everything behind it. Every creative, headline, destination and offer must comply with the Advertising Policies and with all laws applicable in every market you target. Review by Adxe is a check against its own standards. It is not legal advice, not a finding of compliance, and does not transfer any responsibility for the advertising to Adxe.
8. Review and enforcement
Creatives, destinations and advertiser identity are reviewed before delivery and monitored throughout it, by Adxe and by the platforms from which inventory is sourced. Adxe may reject a creative, pause or terminate a campaign, block a destination, restrict targeting, withhold delivery, restrict an account or close it — at any time, with or without notice, and without liability — where it determines there is a breach of these Terms or the Advertising Policies, a legal or regulatory risk, a risk to Adxe’s supply relationships or reputation, suspected fraud or invalid traffic, or non-payment.
Adxe is not obliged to deliver any advertising and may decline to do so for any reason. The review process, the actions available to Adxe and the appeal path are described in review and enforcement. Suspension or termination does not entitle you to a refund of the balance, which remains available if the account is reinstated.
9. Data you supply
Deploying the Adxe pixel, uploading an audience or transmitting conversion data supplies Adxe with information about your users. You are responsible for having the right to do so, and you warrant that you do.
- You must provide the notices and obtain the consents required by the law applicable to your users — including in respect of cookies, similar technologies and any applicable consent framework — before the pixel loads or any data is transmitted to Adxe.
- You must not transmit special-category data, including data revealing health, sexual orientation, religion, political opinions or trade union membership, biometric or genetic data, precise location, or data relating to children.
- You must not transmit contact details in plain text. Where enhanced matching is enabled, identifiers are hashed in the browser before transmission.
- You must have the right to use any audience list you upload for advertising purposes, and must remove an individual from it upon request.
- Adxe may suspend processing of, or delete, any data supplied in breach of this clause, and you indemnify Adxe for any claim arising from it.
Adxe handles data supplied under this clause in accordance with the privacy policy, and acts as your processor in respect of data about your own users to the extent applicable data-protection law so characterises it.
10. Confidentiality and publicity
Non-public information disclosed by either party — including the platform’s technical operation, unreleased features, performance data and pricing quoted to you — is confidential, must be used only to perform this agreement, and must not be disclosed to any third party. This obligation does not apply to information that is public through no breach of this clause, was lawfully known before disclosure, is independently developed, or is required to be disclosed by law.
You must not benchmark, publish or disclose platform performance data, or use the platform to build or assist a competing service. Adxe may identify you as a customer and use your name and logo in customer lists and marketing materials, unless you notify Adxe in writing otherwise.
11. Your warranties
- You hold all rights necessary in everything you upload or link to, and it infringes no third-party right.
- Your advertising, your destination pages and the products and services promoted comply with all applicable laws in every market targeted, and you hold every licence, registration, certification and approval those markets require.
- You will not misrepresent your identity, your business or what you are selling; will not use the platform to deceive or defraud any person; and will not use it in breach of the Advertising Policies.
- You will not access the platform by automated means other than those Adxe provides, attempt to reverse-engineer or derive its models or algorithms, circumvent any technical restriction, resell or provide access to a third party without written consent, or interfere with its operation, security or integrity.
- Neither you nor any person on whose behalf you act is subject to trade sanctions or is otherwise prohibited from receiving the services.
12. Indemnity
You indemnify Adxe, its officers, employees, contractors and supply partners against all claims, demands, proceedings, losses, fines, penalties and reasonable legal costs arising out of or in connection with your advertising, your destination pages, the products or services promoted, the data you supply, or any breach of these Terms. Adxe will notify you promptly of any such claim and permit you to control its defence, provided that any settlement fully releases Adxe and imposes no obligation on it.
13. Disclaimers
The platform is provided on an “as is” and “as available” basis. To the maximum extent permitted by law, Adxe excludes all warranties, conditions and representations not expressly stated in these Terms. Adxe does not warrant that the platform will be uninterrupted, secure or error-free, that any inventory or audience will be available, or that any level of delivery, click-through, conversion, revenue or return will be achieved. Optimisation is predictive and is not a representation of future performance.
14. Limitation of liability
Neither party is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill, data, opportunity or anticipated savings, however arising.
Adxe’s aggregate liability arising out of or in connection with this agreement, on any basis whatsoever, is limited to the total amount charged to your account in the three months immediately preceding the event giving rise to the claim.
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded, including under the Australian Consumer Law, or your obligation to pay for advertising delivered. Where a consumer guarantee applies and may lawfully be limited, Adxe’s liability is limited to resupplying the service or paying the cost of having it resupplied.
15. Suspension and termination
You may terminate at any time by pausing all campaigns and requesting closure of the account. Adxe may terminate for convenience on notice, and immediately and without notice for breach of these Terms or the Advertising Policies, non-payment, suspected fraud, or where continued delivery presents a legal, regulatory or reputational risk. On termination all campaigns stop and access ends. Clauses 3, 4, 6, 9, 10, 11, 12, 13, 14 and 17 survive termination.
16. Changes
Adxe may amend these Terms. Material amendments take effect on the date stated in a notice given through the platform or by email, and continued use of the platform after that date constitutes acceptance. The Advertising Policies are amended more frequently, take effect on publication, and the current version applies to all advertising then running.
17. General
- These Terms are governed by the laws of Australia, and each party submits to the non-exclusive jurisdiction of its courts.
- The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.
- You may not assign or novate this agreement without Adxe’s written consent. Adxe may assign it to a related body corporate or in connection with a sale of its business.
- Neither party is liable for a failure to perform caused by an event beyond its reasonable control. This does not excuse an obligation to pay.
- If a provision is held unenforceable, it is severed and the remainder continues in force. A failure or delay in enforcing a right is not a waiver of it.
- Notices to you are given through the platform or to the email address on the account, and are taken to be received on the day sent.