These Terms of Service ("Terms") are a binding agreement between PayloadAds, Inc. ("PayloadAds", "we", "us") and you ("you"). PayloadAds operates a developer-facing advertising network with two distinct sides — Publishers (developers who install our CLI and earn from impressions) and Advertisers (companies that buy ad placements via our auction). Some sections below apply to one side only; the headings make this explicit.
1. Acceptance of these Terms
By installing the PayloadAds CLI, creating a publisher or advertiser account, submitting an ad, or otherwise using any PayloadAds service (collectively, the "Service"), you agree to these Terms. If you do not agree, do not use the Service.
These Terms take effect on 2026-06-29 and constitute the entire agreement between you and PayloadAds covering the Service.
In plain English: using PayloadAds means you accept this contract. If you can't accept it, don't use the product.
2. The Service
PayloadAds runs a two-sided marketplace:
- For Publishers, we provide a command-line tool that renders a single sponsored line in the status bar of supported AI coding tools, signs each impression, and credits earnings to a publisher account.
- For Advertisers, we provide an auction-based ad-serving platform that delivers ads to Publishers based on bid, budget, and optional targeting signals; we charge for verified delivery and report results in a dashboard.
We may add, remove, or change features at any time. We will use reasonable efforts to give notice of material changes, but we do not guarantee uninterrupted availability of any specific feature.
3. Eligibility
To use the Service you must:
- Be at least 18 years old (or the age of majority in your jurisdiction, whichever is higher);
- Be able to form a binding contract under the laws of your jurisdiction and not be barred from receiving services under U.S. law or any other applicable export-control or sanctions regime; and
- Not have been previously banned, suspended, or terminated from the Service for cause.
Advertisers contracting on behalf of an organization further represent that they have authority to bind that organization.
4. Publisher Terms
This Section 4 applies to Publishers.
4.1 Revenue share and payouts
PayloadAds pays Publishers 70% of net revenue attributable to verified impressions and clicks on the Publisher's installs, with the remaining 30% retained by PayloadAds. Payouts are issued via Stripe Connect Express on a weekly cycle, subject to a $20 minimum balance and the holds, caps, and processes described in our payouts documentation, which is incorporated by reference.
4.2 No fraud, no farming, no scripting
You will not, and will not permit any third party to:
- Generate impressions or clicks that are not the result of a genuine, human-driven session in a supported AI coding tool;
- Run the CLI in environments designed primarily to inflate impressions (including unattended VMs, containers, CI runners, or "click-farm"-style setups);
- Script, automate, modify, or fork the CLI in any way that fakes, replays, or otherwise misrepresents impressions or audit responses;
- Tamper with the Ed25519 signing key, audit-response flow, or any other verification mechanism.
4.3 Three-strike enforcement
Violations of Section 4.2 are tracked as "strikes" against an install:
- First strike — warning email; no financial impact;
- Second strike — unpaid earnings frozen pending review; payouts skipped;
- Third strike — install banned and account terminated. Appeals are handled through the dashboard.
PayloadAds may bypass earlier steps for clear, severe, or repeated violations.
In plain English: one warning, one freeze, then a ban.
4.4 Voiding earnings that fail audit
Earnings attributable to impressions that fail cryptographic verification or the random audit process may be voided at any time before payout, in our reasonable discretion based on the audit logs. Earnings already paid out are not generally clawed back, but we reserve the right to offset future earnings against amounts paid in error.
4.5 Uninstall and account deletion
You may uninstall the CLI at any time using payloadads uninstall. Account deletion, including the handling of any remaining unpaid balance, is governed by our account-deletion policy, which is incorporated by reference.
5. Advertiser Terms
This Section 5 applies to Advertisers.
5.1 Pre-payment required
Advertiser budgets must be pre-paid via Stripe Checkout before any campaign goes live. We do not extend credit, run net terms, or invoice in arrears.
5.2 Refunds
All refund requests are handled through the manual-review process described in our refund policy, which is incorporated by reference. Refund eligibility, the 30-day window, and resolution SLAs are governed by that policy.
5.3 Content policy compliance
All ad copy, creative, landing pages, and linked destinations must comply with our content policy, incorporated by reference. You are solely responsible for the lawfulness of your ads in every jurisdiction where they may be displayed.
5.4 Editorial discretion
PayloadAds may, at any time and for any reason or no reason, decline to run, pause, or pull any ad — including ads previously approved. We will use reasonable efforts to communicate the reason but are not obligated to do so. Where an ad is pulled and the underlying inventory was never delivered, any pre-paid amount tied to undelivered inventory will be returned per Section 5.2.
5.5 Second-price auction
Ads are served via the second-price auction with dynamic hourly floor described in our auction documentation. The clearing price for each impression is the greater of (a) the current floor or (b) the second-highest eligible bid, plus one cent ($0.01). The 40% per-advertiser hourly cap and other auction mechanics described in that documentation apply.
In plain English: you only ever pay one cent above the runner-up's bid, never your full bid.
6. Acceptable Use (Both Sides)
You agree not to:
- Scrape, probe, or stress-test PayloadAds infrastructure, APIs, or dashboards beyond documented rate limits;
- Reverse-engineer, decompile, or disassemble any non–open-source portion of the Service, except to the extent applicable law expressly permits;
- Generate, solicit, or pay for fraudulent impressions, clicks, or installs;
- Use the Service to distribute malware, phishing payloads, illegal content, or content that infringes third-party rights;
- Interfere with, disrupt, or attempt to gain unauthorized access to any part of the Service or any other user's account.
7. Intellectual Property
7.1 PayloadAds IP
PayloadAds and its licensors retain all right, title, and interest in the Service, including the website, backend, dashboards, documentation, brand, and any non–open-source components of the CLI. Subject to your compliance with these Terms, we grant Publishers a limited, revocable, non-exclusive, non-transferable license to install and use the CLI for its intended purpose. Open-source components of the CLI are governed by their own licenses (currently MIT); those licenses prevail over this Section for the components they cover.
7.2 Advertiser content license
By submitting any ad copy, creative, URL, trademark, logo, or related material (collectively, "Advertiser Content"), you grant PayloadAds a worldwide, royalty-free, non-exclusive license to host, reproduce, format, transmit, and display the Advertiser Content via the Service for the duration of the relevant campaign, and for a reasonable post-campaign period to retain audit logs, dashboards, history features, and the publisher-side re-click feature. You represent that you have all rights necessary to grant this license.
7.3 Publisher feedback
If you send us feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without obligation to you.
8. Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PAYLOADADS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY SPECIFIC LEVEL OF EARNINGS, DELIVERY, OR CAMPAIGN PERFORMANCE WILL BE ACHIEVED.
Some jurisdictions do not allow the exclusion of certain warranties; in those jurisdictions, the above exclusions apply to the maximum extent permitted by law.
In plain English: we run this carefully, but we don't guarantee uptime, earnings, or campaign results.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAYLOADADS AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS YOU PAID TO, OR EARNED FROM, PAYLOADADS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. For users who have neither paid nor earned in that period, our aggregate liability will not exceed one hundred U.S. dollars ($100).
Nothing in this Section limits liability that cannot be limited under applicable law, including for fraud, willful misconduct, or gross negligence.
In plain English: if we mess up, our maximum exposure is what flowed between us in the last year.
10. Indemnification
Each party (the "Indemnifying Party") will defend, indemnify, and hold harmless the other party and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
- The Indemnifying Party's content submitted to or displayed via the Service (Advertiser Content for Advertisers; install data and any user-submitted material for Publishers);
- The Indemnifying Party's breach of these Terms; or
- The Indemnifying Party's violation of applicable law or third-party rights in connection with its use of the Service.
The indemnified party will (i) promptly notify the Indemnifying Party of the claim, (ii) give the Indemnifying Party sole control of the defense and settlement (provided no settlement admits liability or imposes non-monetary obligations on the indemnified party without consent), and (iii) reasonably cooperate at the Indemnifying Party's expense.
11. Termination
Either party may terminate these Terms at will, for any reason or no reason, by providing notice through the dashboard, by email, or — for Publishers — by uninstalling the CLI and requesting account deletion. PayloadAds may also suspend or terminate access immediately for breach of these Terms, suspected fraud, or risk to the Service or other users.
On termination:
- Publishers — unpaid earnings already verified by the audit pipeline will be paid out at the next regular cycle, subject to the $20 minimum and any pending strike review. Unverified or audit-failed earnings are forfeit.
- Advertisers — any unspent, pre-paid budget tied to undelivered inventory will be refunded per the refund policy. Delivered inventory is not refundable.
Sections that by their nature should survive termination (including 4.4, 6, 7, 8, 9, 10, 12, 13, and 14) survive.
12. Governing Law
These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-laws rules. Subject to Section 13, the state and federal courts located in Delaware have exclusive jurisdiction over any matter not subject to arbitration.
13. Dispute Resolution — Arbitration, Individual Basis, Class-Action Waiver
Please read this Section carefully — it affects your legal rights.
Except for (a) claims for injunctive or other equitable relief to protect intellectual property or confidential information, and (b) small-claims-court matters within that court's jurisdiction, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its then-current Consumer Arbitration Rules (or Commercial Arbitration Rules, if both parties are commercial entities).
Arbitration will be conducted on an individual basis only. You and PayloadAds each waive any right to participate in a class action, collective action, or representative proceeding. The arbitrator may not consolidate claims or preside over any form of class or representative proceeding.
The seat of arbitration is Delaware; hearings may be conducted by video where the rules permit. Judgment on the award may be entered in any court of competent jurisdiction.
13.1 Right to opt out of arbitration
You may opt out of this Section 13 by following all of these steps within 30 days of first accepting these Terms (or, for existing users, within 30 days of the effective date above):
- Send an email to legal@payloadads.com with the subject line "Arbitration Opt-Out".
- Include your full legal name, the email address associated with your PayloadAds account, and (if applicable) your company name.
- State clearly that you are opting out of the arbitration agreement in Section 13 of the PayloadAds Terms of Service.
- Send the email from the address associated with your account so we can verify it.
A timely, complete opt-out removes Section 13 (arbitration and class-action waiver) for you; the rest of these Terms, including Section 12 (Delaware governing law and venue), continues to apply.
In plain English: disputes go to AAA arbitration, one person at a time, no class actions — unless you opt out within 30 days using the four steps above.
14. Changes to these Terms
We may update these Terms from time to time. For material changes, we will provide notice via email to the address associated with your account and/or via the dashboard at least 30 days before the changes take effect. Continued use of the Service after the effective date of the updated Terms constitutes acceptance. If you do not agree to the updated Terms, you must stop using the Service before the effective date.
We will keep prior versions of these Terms available on request.
15. Contact
Questions, notices, and legal correspondence:
- Email: legal@payloadads.com
- Postal address: To be filled when PayloadAds, Inc. is formally registered. Until then, contact us by email.
For refund or campaign issues, use support@payloadads.com.