Terms of Service

1. Introduction and Acceptance

1.1 These Terms of Service (the "Terms") govern access to and use of the AdultSense website at adultsense.com, the AdultSense client portal, the marketplace, the auction and offer tools, the reporting interfaces and every related service, feature, notification channel and communication (together, the "Platform"). The Platform is operated by GLOBAL ENTERPRISE CLOUD SYSTEMS ("GECS", "we", "us", "our"), a company organised under the laws of the Republic of Panama, with its registered address at Show street address, Panama City, Republic of Panama, which trades as "AdultSense".

1.2 By visiting the Platform, submitting an account request, creating or using an account, placing an order, reserving a position, making an offer, submitting a bid, supplying ad code or otherwise using any part of the Platform, you confirm that you have read, understood and agree to be bound by these Terms and by every document incorporated into them by reference. If you do not agree, you must not use the Platform.

1.3 If you use the Platform on behalf of a company, partnership or other organisation, you represent and warrant that you have full authority to bind that organisation to these Terms, and "you" and "your" refer to that organisation together with every individual who accesses the Platform under its account.

1.4 These Terms operate alongside the following documents, each of which forms part of your agreement with GECS and applies according to its own terms: the Advertiser Terms; the Publisher Terms; the Advertiser Guidelines; the Publisher Guidelines; the Traffic Quality Policy; the Acceptable Use Policy; the Privacy Policy; the Cookie Policy; the Data Processing Addendum; the Copyright Policy; the Abuse Reporting Policy; and the EU Digital Services Act Information page (together, the "Policies").

1.5 If there is a conflict between these Terms and the Advertiser Terms or Publisher Terms, the role-specific terms prevail in respect of the subject matter they specifically address. If there is a conflict between these Terms and any other Policy, these Terms prevail, except where the Policy expressly states that it overrides these Terms on a specific point.

1.6 The Platform is intended exclusively for businesses and professionals acting in the course of their trade, business or profession. It is not offered to consumers, and you confirm that you are not entering into these Terms as a consumer.

2. Definitions and Interpretation

2.1 In these Terms the following words have the following meanings: "Account" means the account issued to a Member following approval of an account request; "Ad Code" means any script, tag, HTML, URL, image, text, video, landing page or other material supplied by an Advertiser for delivery through a Position; "Advertisement" means any advertising content delivered through the Platform, including the destination reached by clicking it; "Advertiser" means a Member who purchases, reserves, offers for or bids on Positions; "Applicable Law" means all laws, regulations, codes, orders and binding guidance that apply to a party, the Platform, an Advertisement or a Publisher Website, wherever made.

2.2 "Auction" means a competitive bidding process run by GECS on the Platform for one or more Positions or Shares; "Bid" means an amount submitted by an Advertiser in an Auction; "Credit" means a non-cash account credit issued by GECS that may be applied only against future fees on the Platform; "Credentials" means usernames, passwords, one-time codes, linked messaging accounts and any other means of authenticating to an Account.

2.3 "Fees" means all amounts payable to GECS under these Terms or any Order, expressed in United States dollars (USD); "Format" means the type of placement offered in a Position, currently popunder, banner and link (text link); "Invoice" means a payment request issued through the Platform; "Member" means any Advertiser, Publisher or other person holding an Account; "Offer" means a monthly amount proposed by an Advertiser for a Position currently held by another Advertiser; "Order" means any purchase, reservation, accepted Offer or Proposal, winning Bid or renewal of a Position or Share.

2.4 "Period" means a calendar month, or such other period as GECS specifies for a particular Position; "Position" means a defined advertising placement on a Publisher Website, offered in a particular Format and reported using a specified data type (clicks, impressions or unique impressions); "Proposal" means a written offer from GECS to an Advertiser to sell a Position at stated terms; "Publisher" means an independent third party who owns or controls a website or other digital property and makes advertising inventory available for sale through the Platform; "Publisher Website" means a website or digital property made available by a Publisher.

2.5 "Rotation" means a Position whose traffic is divided between several Advertisers; "Share" means a defined percentage of a Rotation's traffic allocated to one Advertiser; "Statistics" means the delivery and performance data recorded by GECS's ad serving systems; "Visitor" means a person who views or interacts with a Publisher Website.

2.6 Headings are for convenience only. Words in the singular include the plural and vice versa. "Including" and similar words are illustrative and do not limit the general words before them. A reference to a document includes that document as amended from time to time. A reference to "writing" includes email and notices delivered through the Platform.

3. Nature of the Platform

3.1 AdultSense is an advertising marketplace and intermediary. GECS provides technology and commercial services that allow Advertisers to purchase advertising Positions made available by independent Publishers, and that allow GECS to serve, rotate, track and report on Advertisements placed in those Positions.

3.2 Publishers are independent third parties. Publishers are not owned by, controlled by, affiliated with or agents of GECS, and nothing on the Platform should be read as a statement that GECS owns, operates, controls, endorses or is associated with any Publisher Website or traffic source. GECS does not control the editorial content, audience, design or business practices of any Publisher Website.

3.3 GECS acts in its own name when selling Positions to Advertisers. Advertisers contract with GECS and not with Publishers. Publishers contract with GECS and not with Advertisers. No contractual relationship is created between Advertisers and Publishers by use of the Platform.

3.4 GECS may at any time add, change, suspend or withdraw Positions, Formats, Publisher Websites, features or tools, and may change the way inventory is described, grouped, priced or sold, without liability, subject only to any express commitment made in a paid Order.

3.5 The Platform is intended for lawful adult-oriented advertising between businesses. Members acknowledge that Publisher Websites and Advertisements may contain sexually explicit material lawful for adults, and confirm that they are not offended by such material and are legally permitted to view it in their jurisdiction.

4. Eligibility and Membership

4.1 To use the Platform as a Member you must: (a) be a business or a sole trader acting in the course of business; (b) be at least 18 years old, or the age of majority in your jurisdiction if higher, in the case of any individual who accesses the Account; (c) have full legal capacity to enter into binding contracts; (d) not be a person with whom GECS is prohibited from dealing under Applicable Law, including sanctions laws; and (e) not have previously had an Account suspended or terminated by GECS, unless GECS has agreed in writing to reinstate you.

4.2 Access to the Account features of the Platform is by approval only. You request an Account by completing the account request form. GECS reviews each request manually and may approve, deny or defer it, or request further information, in its sole discretion and without giving reasons.

4.3 You must provide accurate, current and complete information in your account request and keep it updated, including your legal entity name, registered address, tax details where relevant, and contact details for invoicing. Company details recorded in your Account will appear on Invoices, and you are responsible for their accuracy.

4.4 GECS may at any time carry out identity, business, reputational, sanctions and compliance checks on you, your directors, owners and beneficial owners, and may request supporting documents. Failure to provide requested information promptly is grounds for refusal, suspension or termination.

4.5 Membership is personal to the Member. You may not sell, rent, share, transfer or permit others to use your Account, and you may not hold more than one Account without GECS's prior written consent.

4.6 The public areas of the Platform, including the guest marketplace, may be viewed without an Account. Guest visitors are bound by these Terms to the extent applicable to their use and by the Acceptable Use Policy.

5. Accounts and Credentials

5.1 You are responsible for keeping your Credentials confidential and secure, and for all activity carried out under your Account, whether or not authorised by you. GECS is entitled to treat every action taken through your Account, including any Order, Offer, Bid, renewal decision or Ad Code submission, as an action you authorised.

5.2 You must notify GECS immediately at Show email (subject line "Account Security") if you suspect that your Credentials have been compromised or that your Account has been used without authorisation. GECS may suspend the Account while it investigates.

5.3 If you link a messaging service such as Telegram to your Account to receive notifications, you are responsible for the security of that messaging account and for unlinking it if you lose control of it. Messages sent by GECS to a linked messaging account are deemed received by you.

5.4 GECS may require you to change your Credentials, enable additional security measures, or verify your identity before carrying out a request. GECS is not liable for any loss arising from unauthorised use of your Credentials.

5.5 You may manage your notification preferences, company details and other settings in the portal. Certain operational and legal communications, including Invoices, Auction results, Proposals, renewal reminders, price change notices and notices under these Terms, are mandatory and cannot be switched off.

6. Members' General Obligations

6.1 Each Member must: (a) comply with these Terms, the Policies and all Applicable Law; (b) use the Platform only for lawful business purposes; (c) co-operate promptly and in good faith with reasonable requests from GECS, including compliance, verification and investigation requests; (d) maintain all licences, registrations, consents and records required for its business; and (e) promptly inform GECS of any matter that may affect its ability to perform its obligations.

6.2 Members must not: (a) misrepresent their identity, business, ownership or affiliations; (b) use the Platform to promote, distribute or facilitate unlawful content, goods or services; (c) interfere with the Platform, other Members, Publisher Websites or Visitors; (d) generate, buy or tolerate invalid traffic as defined in the Traffic Quality Policy; or (e) act in any way that could bring GECS, the Platform or other Members into disrepute.

6.3 Advertisers must also comply with the Advertiser Terms and Advertiser Guidelines. Publishers must also comply with the Publisher Terms and Publisher Guidelines.

6.4 Each Member is solely responsible for the content it supplies, for the products and services it promotes, and for its relationships with its own customers, users and Visitors.

7. Marketplace Information and Statistics

7.1 The marketplace displays information about Positions, such as traffic statistics, estimates, trends, top countries and historical performance. This information is derived from historical data, may be sampled, rounded or estimated, and is provided for guidance only. It is not a forecast, promise or guarantee of future traffic volume, geography, quality, conversions or results.

7.2 Traffic on any Publisher Website can change for reasons outside GECS's control, including seasonality, search engine changes, Visitor behaviour, technical issues and decisions by the Publisher. GECS gives no assurance that any Position will perform in any particular way.

7.3 The Statistics recorded by GECS's ad serving systems are the sole and conclusive basis for delivery reporting, billing and any assessment of performance under these Terms. Third-party tracking, Publisher reports or an Advertiser's own analytics will not be used to determine Fees or entitlements, although GECS may review them in good faith when investigating a complaint.

7.4 GECS may correct errors in marketplace information or Statistics at any time. Corrections do not give rise to any claim except as expressly provided in the Advertiser Terms.

7.5 You acknowledge that invalid and fraudulent traffic, including sophisticated click and impression fraud, exists throughout online advertising, cannot be fully detected or prevented, and that new methods continue to emerge. GECS's obligations are limited to those in the Traffic Quality Policy and the Advertiser Terms.

8. Orders, Offers, Auctions and Renewals

8.1 Positions are sold through the mechanisms described in the Advertiser Terms, including immediate purchase, reservation, Offers, Proposals, Auctions and renewals. Those mechanisms, including offer limits, cut-off dates, Auction rules and renewal deadlines, are part of these Terms.

8.2 Every Order is a binding contractual commitment. In particular, a winning Bid is a binding commitment to purchase the relevant Position or Share for the relevant Period at the amount bid, and an accepted Proposal is a binding commitment to purchase on the terms of the Proposal. If a winning Bid is not paid by its due date, GECS may charge you the full amount of the Bid or, at its option, any shortfall on resale, and may award the Position to the next highest bidder. Positions renew automatically from Period to Period unless you decline renewal by the deadline shown in the portal.

8.3 GECS may refuse, cancel or reverse any Order, Offer or Bid that it reasonably believes was placed in error, was placed fraudulently or in breach of these Terms, relates to a mispriced or mis-described Position, or would cause GECS to breach Applicable Law or its commitments to a Publisher. Where GECS cancels a paid Order for reasons not attributable to you, your remedy is a Credit under section 10.

9. Fees, Invoicing and Additional Charges

9.1 All Fees are stated and payable in USD. Positions are sold for flat fees per Period, payable in advance, unless GECS agrees otherwise in writing. Fees are not calculated on a cost-per-impression or cost-per-click basis, even though Positions are reported by clicks, impressions or unique impressions.

9.2 GECS issues Invoices through the Platform, available as PDF documents in the portal. Payment must be made by the methods made available on the Platform, in full, in cleared funds, by the due date shown on the Invoice, without set-off, deduction or counterclaim.

9.3 Advertisements will not go live until the relevant Invoice has been paid in full and the Ad Code has been approved. If an Invoice is not paid by its due date, GECS may release the Position and offer it to others, cancel the associated Order, suspend the Account, and recover any loss it suffers as a result, including any shortfall on resale.

9.4 You are responsible for any charges imposed by your payment provider or by intermediaries in connection with your payment, and must ensure GECS receives the full invoiced amount. Any shortfall may be added to a later Invoice or deducted from any Credit.

9.5 Overdue amounts accrue interest from the due date until paid at the rate of 1.5% per month or, if lower, the maximum rate permitted by Applicable Law. GECS may also recover its reasonable costs of collection, including legal fees.

9.6 GECS may prorate Fees for a partial Period where it agrees to sell a Position part-way through a Period. Any proration will be shown on the Invoice.

9.7 If you believe an Invoice is incorrect you must notify GECS in writing within 14 days of its issue, giving full details. Invoices not disputed within that time are deemed accepted. You must pay the undisputed portion of any Invoice by its due date.

10. No Refunds; Credits

10.1 ALL FEES ARE NON-REFUNDABLE. Once paid, Fees will not be refunded in whole or in part, in cash or by any other means, for any reason, including dissatisfaction with performance, a change of mind, early removal of Advertisements by you, or suspension or termination of your Account for breach.

10.2 Where GECS, in its sole discretion, accepts that a delivery issue occurred that was not caused by you or your Ad Code, such as a material outage of a Publisher Website or of GECS's systems, significant under-delivery measured against the Position's normal historical delivery, or removal of a Position by a Publisher, GECS may at its option either issue a Credit or extend the run of the affected Position or a comparable Position. This is your sole and exclusive remedy for any such issue.

10.3 Credits: (a) have no cash value and cannot be withdrawn, exchanged or refunded; (b) are non-transferable and may be used only by the Account to which they were issued; (c) may be applied only against future Fees on the Platform; and (d) expire 12 months after the date of issue unless GECS states otherwise in writing. Unused Credits are forfeited on expiry and on termination of the Account for breach.

10.4 Chargebacks and payment reversals. You must not initiate a chargeback, payment reversal, dispute or recall of any payment made to GECS with your bank, card issuer, payment processor or any other provider. If you do so: (a) it is a material breach of these Terms; (b) GECS may immediately suspend your Account and all Positions, Orders, Offers and Bids without notice; (c) all Credits held by your Account are forfeited; (d) the reversed amount, together with any chargeback, dispute or processing fees and costs incurred by GECS, becomes an immediate debt due from you to GECS; and (e) any underlying disagreement must be resolved only under section 43. GECS may provide your Account details, Orders, Statistics and correspondence to the relevant provider to contest the chargeback.

10.5 Nothing in this section limits any right you may have that cannot lawfully be excluded.

11. Taxes

11.1 Fees are exclusive of all taxes, duties and levies, including value added tax, goods and services tax, sales tax, withholding tax and similar charges ("Taxes"). You are responsible for all Taxes arising from your purchases, except taxes on GECS's net income.

11.2 If Applicable Law requires you to withhold any Taxes from a payment, you must gross up the payment so that GECS receives the amount it would have received had no withholding been required, unless GECS agrees otherwise in writing.

11.3 You must provide accurate tax information, including any tax identification number, and must indemnify GECS against any Taxes, interest or penalties arising from inaccurate information supplied by you.

12. Advertiser Content and Ad Code

12.1 All Ad Code must comply with the Advertiser Guidelines and is subject to review and approval by GECS before activation. GECS may reject, pause or remove any Ad Code or Advertisement at any time, with or without notice, if it considers that the Ad Code breaches these Terms or the Policies, poses a security or reputational risk, is objected to by a Publisher, or is subject to a complaint or legal notice.

12.2 Approval of Ad Code by GECS is not a confirmation that it is lawful or compliant, and does not relieve you of responsibility for it.

12.3 You must not change the content delivered by approved Ad Code, including through redirects, dynamic content, cloaking or server-side changes, in a way that would cause it to breach the Policies or differ materially from what was approved.

13. Age, Consent and Records Compliance

13.1 Every person depicted in any sexually explicit material in an Advertisement, or on any landing page reached through it, must have been at least 18 years old at the time the material was created and must have given documented, informed consent to its creation and to its distribution for the relevant purpose.

13.2 Each Member must keep any age, identity and consent records that the laws applicable to it, its Advertisements and its websites require, and must provide evidence of age and consent to GECS within 5 business days of request. GECS is an advertising intermediary: it does not produce, commission, host or publish sexually explicit content, and it is not the producer or custodian of records for any Member's content.

13.3 GECS operates a zero tolerance policy towards child sexual abuse material, any content that sexualises minors or persons appearing to be minors, non-consensual intimate imagery, and sexually explicit deepfakes or other synthetic depictions of real persons without their consent. Such content will be removed, the Account terminated and, where appropriate, the matter reported to the National Center for Missing & Exploited Children (NCMEC), the Internet Watch Foundation (IWF), law enforcement or other competent authorities. See the Abuse Reporting Policy.

14. Warranties by Members

14.1 Each Member represents, warrants and undertakes on a continuing basis that: (a) it is duly organised and in good standing; (b) it has full power and authority to enter into and perform these Terms; (c) its performance of these Terms will not breach any other agreement or any Applicable Law; (d) all information it supplies to GECS is true, accurate and not misleading; (e) it owns or has all necessary rights, licences and consents in all content, trademarks and materials it supplies; and (f) it is not subject to sanctions and is not owned or controlled by a sanctioned person.

14.2 Each Advertiser further warrants that its Advertisements, landing pages and the products and services they promote are lawful in every jurisdiction in which they are targeted or displayed, and that they do not infringe any third-party right.

15. Disclaimer

15.1 THE PLATFORM, THE MARKETPLACE INFORMATION, THE STATISTICS AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GECS DISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT.

15.2 Without limitation, GECS does not warrant that: (a) the Platform will be uninterrupted, secure or error-free; (b) any Position will deliver any particular volume, quality, geography or type of traffic, or any sales, sign-ups or other results; (c) any Publisher Website will remain available for the whole of a Period; (d) all invalid traffic will be detected or excluded; or (e) any content on Publisher Websites or in other Members' Advertisements is lawful, accurate or suitable.

15.3 You acknowledge that online advertising involves inherent risk, that some invalid or non-human traffic exists across the internet, and that you have made your own independent assessment of the suitability of the Platform for your purposes.

16. Breach by Other Members

16.1 GECS is not responsible for the acts or omissions of any Advertiser, Publisher or other third party. If you believe another Member has breached these Terms or the Policies, you may report it to Show email (subject line "Member Complaint"). GECS will review reports it receives and may take any action it considers appropriate, but is under no obligation to take action or to inform you of the outcome, except as required by Applicable Law.

16.2 You release GECS from any claim arising out of the acts or omissions of any other Member, including content displayed on Publisher Websites and invalid traffic generated by third parties, except to the extent of any Credit GECS elects to issue under section 10.

17. Breach by You; Suspension and Termination

17.1 If GECS reasonably believes that you have breached these Terms or any Policy, that you pose a legal, financial, security or reputational risk, or that suspension is required by Applicable Law or a competent authority, GECS may without liability and with or without notice: (a) reject, pause or remove any Ad Code or Advertisement; (b) suspend or cancel any Order, Offer or Bid; (c) suspend or restrict access to your Account; (d) withhold or cancel Credits; (e) release your Positions to others; and (f) terminate these Terms and close your Account.

17.2 On termination for your breach, all Fees for Orders already placed, including winning Bids and confirmed renewals, become immediately due and payable, and no refund or Credit is due for any unused portion of a Period.

17.3 You may close your Account by written notice to Show email. Closure does not release you from Orders already placed, including any renewal that was not declined before the applicable deadline.

17.4 GECS may terminate these Terms and close any Account for convenience on 30 days' notice. In that case GECS will honour any paid Period already in progress or, at its option, issue a Credit for the unused portion of a paid Period, which may be used only before the Account closes.

17.5 GECS will give a statement of reasons for any restriction it imposes, and you may challenge it, as described in section 31 and the EU Digital Services Act Information page, where Applicable Law requires.

18. Intellectual Property of Others

18.1 You must not supply, upload or promote any material that infringes copyright, trademark, patent, design right, database right, personality or publicity rights, privacy rights or any other right of any person.

18.2 GECS responds to notices of alleged infringement in accordance with its Copyright Policy, which provides a notice and counter-notice procedure open to rights holders in any country. GECS will terminate the Accounts of repeat infringers in appropriate circumstances.

19. Our Intellectual Property

19.1 The Platform, including its software, design, databases, Statistics, marketplace information, documentation, text, graphics, trademarks and the "AdultSense" name and logo, is owned by or licensed to GECS and protected by intellectual property laws. Except for the limited right to use the Platform in accordance with these Terms, no rights are granted to you.

19.2 You must not copy, scrape, harvest, reproduce, republish, frame, reverse engineer, decompile or create derivative works from any part of the Platform or its data, or use the marketplace information or Statistics to build a competing product or database, except as expressly permitted by GECS in writing.

19.3 If you provide feedback or suggestions about the Platform, GECS may use them freely without obligation to you.

19.4 You grant GECS a worldwide, non-exclusive, royalty-free licence, for the duration of your Orders and for a reasonable time afterwards for record-keeping, compliance and dispute purposes, to host, copy, cache, adapt for technical delivery, display and distribute your Ad Code and Advertisements as necessary to provide the Platform, and to use your company name and logo internally and in your Account.

20. Limitation of Liability

20.1 NOTHING IN THESE TERMS LIMITS OR EXCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR FOR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

20.2 SUBJECT TO SECTION 20.1, GECS SHALL NOT BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, FOR ANY: (A) LOSS OF PROFIT, REVENUE, SALES OR BUSINESS; (B) LOSS OF ANTICIPATED SAVINGS; (C) LOSS OF GOODWILL OR REPUTATION; (D) LOSS OR CORRUPTION OF DATA; (E) LOSS OF OPPORTUNITY; OR (F) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE, IN EACH CASE EVEN IF FORESEEABLE OR IF GECS WAS ADVISED OF ITS POSSIBILITY.

20.3 SUBJECT TO SECTION 20.1, GECS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND THE PLATFORM, IN ANY CALENDAR YEAR, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO GECS IN THE THREE MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR USD 100 IF YOU ARE NOT AN ADVERTISER.

20.4 Where these Terms provide for a Credit or extension of run as the remedy for a particular issue, that remedy is exclusive and counts towards the cap in section 20.3.

20.5 Any claim against GECS must be notified in writing within 6 months of the date on which you became, or ought reasonably to have become, aware of the facts giving rise to it, failing which the claim is waived.

21. Indemnity

21.1 You shall defend, indemnify and hold harmless GECS and its directors, officers, employees, agents, contractors and Publishers from and against all claims, demands, proceedings, losses, damages, liabilities, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms or any Policy; (b) your Ad Code, Advertisements, landing pages, products or services; (c) your violation of Applicable Law or of any third-party right; (d) any invalid traffic generated by or for you; and (e) any act or omission of any person using your Account.

21.2 GECS will notify you of any claim for which it seeks indemnity, may conduct the defence itself at your cost or permit you to conduct it, and you must not settle any claim in a way that imposes any obligation or admission on GECS without its prior written consent.

22. Data Protection and Privacy

22.1 GECS processes personal data in accordance with its Privacy Policy and Cookie Policy. Where GECS processes personal data on behalf of a Member, or where the parties exchange Visitor data, the Data Processing Addendum applies.

22.2 Each Member must comply with all applicable data protection laws, including the EU General Data Protection Regulation, the UK GDPR and any other data protection law that applies to that Member, and must not cause GECS to breach those laws.

22.3 Publishers are responsible for obtaining any consent required from Visitors for cookies, similar technologies and advertising on their Publisher Websites, for providing appropriate privacy notices, and for implementing any age verification or age gating required by Applicable Law. Advertisers are responsible for the lawfulness of any data collection on their landing pages.

23. Confidentiality

23.1 "Confidential Information" means non-public information disclosed by one party to the other in connection with the Platform, including pricing, Proposals, Auction details other than public results, Statistics not shown publicly, Publisher identities and terms, business plans and technical information.

23.2 The receiving party must keep Confidential Information confidential, use it only for the purposes of these Terms and disclose it only to its personnel and advisers who need to know it and are bound by equivalent obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known to it beforehand, is independently developed, or must be disclosed by law or a competent authority (in which case, where lawful, the receiving party will give prior notice).

23.3 These obligations survive for 3 years after termination of your Account.

24. Non-Solicitation and Non-Circumvention

24.1 During the term of your Account and for 12 months afterwards, you must not, directly or indirectly, approach, solicit or contract with any Publisher whose inventory you learned of or purchased through the Platform, with a view to buying advertising on that Publisher Website outside the Platform, nor induce any Publisher to reduce or withdraw inventory made available through the Platform.

24.2 If you breach section 24.1, you must pay GECS, as a genuine pre-estimate of its loss, an amount equal to the Fees you paid for the relevant Publisher's Positions in the 12 months before the breach, or if greater, 12 times the most recent monthly Fee for those Positions, without prejudice to GECS's other remedies.

24.3 You must not solicit for employment or engagement any employee or contractor of GECS with whom you dealt, during the term of your Account and for 12 months afterwards, without GECS's prior written consent.

25. Compliance with Laws, Sanctions and Anti-Bribery

25.1 Each party must comply with all Applicable Law, including laws relating to advertising, consumer protection, obscenity, age verification, data protection, electronic communications, gambling, financial promotions, pharmaceuticals and online safety, in every jurisdiction where its activities take effect.

25.2 You represent that neither you nor any of your owners, directors, officers or beneficial owners is named on, or owned or controlled by a person named on, any sanctions list maintained by the United Nations, the United States (including OFAC), the European Union, the United Kingdom or the Republic of Panama, and that you will not use the Platform to deal with or for the benefit of any such person or any comprehensively sanctioned territory.

25.3 You must comply with all applicable anti-bribery and anti-corruption laws, including the US Foreign Corrupt Practices Act and the UK Bribery Act 2010, and must not offer, give, request or accept any bribe or improper payment in connection with the Platform. You must also comply with applicable anti-money laundering laws and must not use the Platform to launder funds.

25.4 GECS may suspend or terminate any Account immediately, without liability, if it reasonably believes any of the above has been breached.

26. Access and Availability

26.1 GECS will use reasonable efforts to make the Platform available but may suspend access for maintenance, upgrades, security, legal or operational reasons. Where practicable GECS will give advance notice of planned maintenance through the portal.

26.2 GECS may restrict access to the Platform from certain jurisdictions or networks, and you must not use VPNs, proxies or other techniques to circumvent such restrictions.

27. Force Majeure

27.1 Neither party is liable for any failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, labour disputes, governmental action, failure of utilities, internet or hosting providers, denial-of-service attacks, actions by search engines or browser vendors, or the acts or omissions of Publishers (a "Force Majeure Event").

27.2 Where a Force Majeure Event materially affects delivery of a paid Position, GECS may at its discretion offer a Credit or extension of run under section 10, which is the only remedy available.

28. Keep Copies

28.1 You are responsible for keeping your own copies of your Ad Code, creatives, Invoices, Statistics exports and other data. GECS is not obliged to retain any material after the end of the relevant Period or the closure of your Account, except as required by Applicable Law.

29. Third-Party Services and Other Websites

29.1 The Platform may integrate with or link to third-party services, including messaging services, analytics tools and Publisher Websites. GECS does not control and is not responsible for third-party services or websites, their availability, content, security or privacy practices. Your use of them is at your own risk and subject to their own terms.

29.2 Links from Advertisements lead to websites operated by Advertisers. GECS does not endorse and is not responsible for any Advertiser's products, services or website, and any dealings between Visitors and Advertisers are solely between them.

30. Interference and Security

30.1 You must not: (a) introduce viruses, malware, malicious code or exploits into the Platform or any Publisher Website; (b) probe, scan or test the vulnerability of the Platform without written authorisation; (c) breach or circumvent any security or authentication measure; (d) access the Platform by automated means except through interfaces GECS makes available for that purpose; (e) overload or disrupt the Platform; or (f) attempt to manipulate Auctions, Offers, Statistics or marketplace information.

30.2 If you discover a security vulnerability in the Platform you should report it promptly and confidentially to Show email (subject line "Security Report") and must not exploit or disclose it.

31. Content Moderation, Notices and Complaints

31.1 GECS moderates content on the Platform by reviewing Ad Code before activation, monitoring Advertisements and Publisher Websites using automated and manual tools, and acting on notices from Members, Visitors, rights holders, trusted flaggers and authorities. Moderation actions may include rejecting or removing content, restricting delivery, demonetising inventory, suspending or terminating Accounts, and reporting to authorities.

31.2 Anyone may notify GECS of content they consider illegal or in breach of the Policies by email to Show email (subject line "Abuse Report"), following the Abuse Reporting Policy. GECS acts on reports of child sexual abuse material, content depicting minors and non-consensual intimate imagery as a priority, aiming to remove such content within 24 hours and in any event within 48 hours of a valid report.

31.3 Where GECS restricts your content or Account it will, where required by Applicable Law, provide a statement of reasons explaining the decision, the facts relied on, whether automated means were used, and the legal or contractual ground, together with available redress.

31.4 You may challenge a moderation decision free of charge within 6 months by email to Show email (subject line "Appeal"). Appeals are handled by appropriately qualified staff and not solely by automated means. Members in the European Union may also have the right to refer disputes to a certified out-of-court dispute settlement body and to seek judicial redress. Further details, including our single point of contact for authorities and users under the EU Digital Services Act, notices from trusted flaggers, advertising transparency and the information GECS publishes as required by applicable law, are set out on the EU Digital Services Act Information page.

31.5 GECS may suspend for a reasonable period the Accounts of Members who frequently provide manifestly illegal content, and may suspend the processing of notices and complaints from persons who frequently submit manifestly unfounded notices or complaints.

32. Minors

32.1 The Platform is intended only for adults acting in a business capacity. GECS does not knowingly allow anyone under 18 years of age to access the Platform. If you become aware that a minor has accessed the Platform or an Account, notify GECS immediately.

32.2 Advertisements must not target, appeal to or be likely to be seen primarily by minors. Publishers must implement age-appropriate access controls on their Publisher Websites as required by Applicable Law, as described in the Publisher Terms.

33. Publicity

33.1 You must not use the name, logo or trademarks of GECS or AdultSense, or state or imply any partnership with or endorsement by GECS, without its prior written consent.

33.2 GECS may identify you as a client of the Platform in confidential communications with Publishers and service providers where necessary to provide the Platform, but will not publicly name you as a client without your consent.

34. Electronic Communications and Notices

34.1 You agree to receive communications from GECS electronically, including by email, through the portal (including news and announcements), and through any linked messaging service. Electronic communications satisfy any legal requirement that a communication be in writing, and electronic acceptance of Orders, Bids and Proposals has the same effect as a signed document.

34.2 Notices from GECS to you may be sent to the email address in your Account or posted in the portal, and are deemed received 24 hours after sending or posting. It is your responsibility to keep your email address current and to check the portal regularly.

34.3 Notices from you to GECS must be sent by email to Show email with a subject line identifying the purpose (for example "Legal Notice", "Billing Query", "Privacy Request", "Abuse Report", "IP Notice" or "Appeal"), and are deemed received when GECS acknowledges receipt or, if earlier, on the next business day in Panama after sending.

35. Amendments

35.1 GECS may amend these Terms and the Policies from time to time. The updated version will be posted on the Platform with a new "Last updated" date. Where an amendment is material, GECS will give at least 15 days' notice by email or through the portal before it takes effect, unless the change is required sooner by Applicable Law or to address a security or abuse risk.

35.2 Amendments do not affect Orders placed before they take effect, for the remainder of the Period already confirmed. Continued use of the Platform after an amendment takes effect constitutes acceptance. If you do not agree to an amendment you must stop using the Platform and decline any pending renewals before the amendment takes effect.

35.3 No amendment proposed by you is binding unless agreed in writing by an authorised representative of GECS.

36. Assignment and Subcontracting

36.1 You may not assign, transfer, charge or otherwise deal with any of your rights or obligations under these Terms without GECS's prior written consent. GECS may assign, transfer or subcontract any of its rights or obligations to any person, including in connection with a reorganisation or sale of its business, by notice to you.

37. No Relationship

37.1 Nothing in these Terms creates any partnership, joint venture, agency, franchise, fiduciary or employment relationship between GECS and any Member, or between Members. No Member has authority to bind GECS.

38. Severability and Waiver

38.1 If any provision of these Terms is found invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

38.2 No failure or delay by GECS in exercising any right or remedy is a waiver of it, and no single or partial exercise prevents further exercise of that or any other right. A waiver is effective only if in writing and signed by GECS.

39. Third-Party Rights

39.1 Except for the persons indemnified under section 21, who may enforce that section, no person other than GECS and you has any right to enforce any term of these Terms.

40. Entire Agreement

40.1 These Terms, the Policies and any Orders constitute the entire agreement between you and GECS concerning their subject matter and supersede all prior agreements, understandings and representations. You acknowledge that you have not relied on any statement, promise or representation not expressly set out in them. Your own terms and conditions, including any on purchase orders, do not apply.

41. Survival

41.1 Provisions which by their nature should survive termination shall survive, including sections dealing with Fees, no refunds and Credits, taxes, age and records compliance, warranties, disclaimers, intellectual property, limitation of liability, indemnity, data protection, confidentiality, non-solicitation, governing law and any accrued rights and obligations.

42. Language

42.1 These Terms are written in English. Any translation is provided for convenience only, and the English version prevails in case of conflict.

43. Governing Law and Disputes

43.1 These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or the Platform, are governed by the laws of the Republic of Panama.

43.2 Before starting any proceedings, each party will first try in good faith to resolve the dispute by written notice to the other and discussion for at least 30 days, except where urgent interim relief is needed.

43.3 Any dispute not resolved under section 43.2 shall be finally resolved by confidential arbitration seated in Panama City, Republic of Panama, before a single arbitrator, conducted in English under the arbitration rules of the Centro de Conciliación y Arbitraje de Panamá in force at the time. The award is final and binding and may be enforced by any court of competent jurisdiction. The arbitrator may not award punitive or exemplary damages or any damages excluded by these Terms.

43.4 Any claim must be brought individually and not as a plaintiff or class member in any purported class, collective or representative proceeding, and the arbitrator may not consolidate claims of different Members.

43.5 Despite sections 43.3 and 43.4, GECS may seek injunctive or other interim relief, or bring proceedings to recover unpaid Fees, in the courts of Panama City or any other court of competent jurisdiction. Subject to this, the courts of Panama City have exclusive jurisdiction over any matter not subject to arbitration.

44. Contact

44.1 Questions about these Terms may be sent to GLOBAL ENTERPRISE CLOUD SYSTEMS, Show street address, Panama City, Republic of Panama, or by email to Show email (subject line "Legal Notice").