# Commercial Schedules and Order Form

Advertiser, publisher and API terms, payments and order forms.

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[Read as Markdown](https://jolts.xyz/legal/commercial-schedules.md)

**DRAFT — NOT EFFECTIVE. No campaign, revenue share or integration is authorized by this document.** Use with the [Platform Services Agreement](https://jolts.xyz/legal/platform-agreement). **Operator** means Jolts Inc., whose identity remains provisional until verified. Complete the order form and all applicable schedules before acceptance. Bracketed decisions are not defaults. Remove inapplicable options and drafting notes from the signed version; do not leave conflicting alternatives in force.

## A. Order form

| Required term | Agreed entry |
| --- | --- |
| Operator legal identity, registration and address | Jolts Inc.; [DECISION: registration]; [Business address: to be confirmed] |
| Customer legal name, registration, address and tax details | [DECISION] |
| Authorized signatories and legal-notice addresses | [DECISION]; Operator email [contact@jolts.xyz](mailto:contact@jolts.xyz) |
| Roles and principal | Advertiser / agency for named principal / Publisher / developer [DECISION] |
| Agreement and policy versions | [DECISION: dated versions or immutable copies] |
| Enabled Service and deliverables | [DECISION: precise scope; exclude unreleased features] |
| Start/end dates, renewal and termination notice | [DECISION; no implied automatic renewal] |
| Approved territories and audience eligibility | [DECISION] |
| Approved app identifiers and placement locations | [DECISION] |
| Formats and sponsorship presentation | [DECISION: message/card/carousel/poll; label mockups] |
| Pricing model, rate and currency | [DECISION: CPM/CPC/other expressly defined event] |
| Campaign total hard cap and any daily caps | [DECISION: amounts, timezone, tax/fee treatment] |
| Attribution and counting specification | [DECISION: version, event names, thresholds, window, deduplication] |
| Advertiser funding and invoice due date | [DECISION: prepayment or approved credit; due period] |
| Publisher revenue share and calculation base | [DECISION: rate and every permitted deduction] |
| Publisher settlement and advertiser non-payment risk | [DECISION: select section C.3 model] |
| Refunds, cancellation, reservations and adjustments | [DECISION] |
| Review/dispute window and evidence retention | [DECISION: mutually workable periods] |
| Request and Event Data fields; tracking permissions | [DECISION: data schedule required] |
| Raw conversation storage or model inference | [DECISION: explicitly enabled/disabled, purpose, retention and provider] |
| Data roles, DPA, controller-sharing schedule, transfers and security schedule | [DECISION: applicable flows, executed versions and annexes; any joint-controller arrangement must be separately completed] |
| Support, rollout and technical change notice | [DECISION; no implied SLA] |
| Liability cap, floor and enhanced-risk treatment | [DECISION: completes Platform Agreement section 11] |
| Governing law and forum | [Governing law: to be confirmed]; [Dispute forum: to be confirmed] |
| Special negotiated departures | [DECISION: identify the exact clauses modified] |

**Operator signature:** [name, title, signature, date]

**Customer signature:** [name, title, signature, date]

## B. Advertiser schedule

### B.1 Authority and materials

Advertiser is responsible for its offer, price, availability, claims, creative rights and landing pages. It must identify the business actually promoted and provide substantiation reasonably requested for objective claims. An agency must identify its principal, document authority to place the order and grant the required rights, and state which entity owes payment. The Agreement does not silently impose joint and several liability or release a disclosed principal.

Ads must comply with the agreed advertising policy and applicable law in their target territories. Advertiser must not use misleading prices, fabricated endorsements, malicious code, deceptive destination changes or material omissions. Operator may ask for identity, ownership and compliance evidence proportionate to the risk. Failure to supply adequate evidence may prevent launch or require pausing the affected Campaign; it does not authorize use of that evidence for unrelated purposes.

Advertiser must keep approved destinations functional and consistent with the Ad, notify Operator of material changes, and stop promoting an offer that is no longer available or lawful. Operator may reject a creative or destination change. Neither approval nor automated screening guarantees legal compliance.

### B.2 Approval and delivery

Before launch, the parties approve the Campaign dates, formats, eligibility, exclusions, geography, budget and measurement rules. Operator may make technical formatting changes that preserve meaning and disclosures. Changes to product claims, prices, comparative statements, imagery meaning or calls to action require Advertiser approval. If AI-assisted creative is enabled, the order must identify the approval workflow, retained version history and who may authorize publication. No fully autonomous creative changes are permitted by this draft.

Delivery is subject to eligible Inventory, app-owner rules and user context. Advertiser does not purchase an endorsement by an assistant or a guaranteed position in an organic answer. Named publisher access, exclusivity, guaranteed volume, makegoods or brand-lift outcomes exist only if expressly contracted. Ad previews and forecasts are illustrative and do not establish actual results.

### B.3 Budgets and stopping

Operator must not bill above the signed Campaign hard cap without a recorded increase authorized by Advertiser. Specify whether taxes and disclosed fees are inside or outside that cap. A daily pacing estimate is not a hard cap unless identified as such. The order must define timezone, reset boundaries and behavior when several placements arrive concurrently. Charges are calculated from actual eligible events under section E, not from an estimate of future delivery.

Advertiser may request a pause through the agreed authenticated control or support channel. **[DECISION: operational pause acknowledgment and propagation time.]** The order must identify treatment of valid events already served or in flight when a pause is received. Operator bears delivery charges caused by its failure to enforce the contractual hard cap. A pause request cannot authorize charges above that cap. Resuming a Campaign requires authorization and does not silently increase its total budget or extend its term.

### B.4 Funding, adjustments and cancellation

Advertiser pays undisputed invoiced amounts within **[DECISION: period]** in the agreed currency using the approved payment method. Any prepayment, minimum spend, credit limit, conversion charges, tax treatment or cancellation charge must be expressly stated. Operator may not charge an undisclosed fee. Customer bears applicable transaction taxes other than taxes on Operator's own income, subject to legally required withholding and valid exemption documentation.

Refund treatment for unused prepaid funds is **[DECISION: timing and permitted transaction-cost deductions]**. Invalid-event credits, overdelivery adjustments and corrections must be reflected in the next settlement or refunded within the agreed period if no further settlement is due. Non-refundable reservation fees require a specific Inventory commitment, cancellation schedule and remedy for Operator non-delivery. No blanket non-refundable advertising balance is assumed.

Advertiser remains responsible for valid charges incurred before termination. Optional conversion tracking is separately approved; buying an Ad does not permit Operator or Advertiser to inspect unrelated user activity or full conversations. Advertiser may use reports only for the agreed campaign analysis and must not attempt to identify individuals from aggregate or pseudonymous data.

## C. Publisher schedule

### C.1 Approved inventory and implementation

Publisher must control, or have documented authority to monetize, each approved app and placement. Supply through an intermediary, sublicensed inventory, a new app or a materially changed user audience requires prior approval. Publisher must accurately describe its app, users, geography, content categories and placement behavior and report material changes promptly.

Publisher chooses whether and where to request an Ad. It must implement the approved sponsorship label, identity, layout, frequency limits and voluntary interaction behavior. It must not hide Ads behind other elements, pre-render unseen Ads as impressions, simulate clicks, require engagement to continue the original task, or blend sponsored material into an unlabelled organic answer. It may not change an approved offer or destination except for documented technical formatting. No-match and integration failures must permit the app to continue without a fabricated Ad. Operator does not acquire editorial control of the app.

Publisher must follow the documented request schema, send only permitted data, and implement required notice/consent choices and withdrawal signals. An app's general terms do not automatically authorize sharing conversation text for advertising. The signed data schedule must state any storage or tracking use. Publisher must not request Ads for prohibited audience categories, content or territories or bypass eligibility checks through inaccurate fields.

### C.2 Traffic quality and records

Publisher may not generate, buy or incentivize artificial impressions, clicks or responses, conceal traffic sources, impersonate users, inject Ads into unapproved properties, or interfere with measurement. Incentivized traffic is prohibited unless expressly assessed and approved for an identified format and clearly reported. Publisher must not ask end users to click Ads solely to support it.

Operator will provide a reasonable explanation and available supporting data for material invalid-traffic adjustments without revealing security secrets or another party's Personal Data. Publisher may challenge the adjustment with its records through the agreed dispute process. Only amounts reasonably linked to the disputed activity may be held while investigated. A hold must be reviewed at **[DECISION: interval]** and resolved within **[DECISION: outside period or agreed extension]**, subject to law. Neither a discrepancy nor a termination automatically forfeits unrelated valid earnings.

### C.3 Revenue share and settlement

Publisher earnings equal **[DECISION: percentage]** of **[DECISION: precisely defined revenue base]** attributable to valid events on approved Inventory. List permitted deductions individually: **[DECISION: taxes, supported invalid-event refunds, disclosed processing fees, other specific items]**. Operator's general overhead or unlisted costs are not deductions. State whether quoted revenue is gross or net and identify exchange-rate source and conversion date if needed.

**Select one advertiser credit-risk model; delete the other:**

1. **Operator bears collection risk.** Valid Publisher earnings are due on the agreed settlement schedule regardless of Advertiser payment, subject to documented invalid-event or contractual corrections.
2. **Collected-revenue model.** Earnings accrue only from amounts actually received for the identified delivery. Statements distinguish collected, uncollected and disputed amounts. Operator undertakes reasonable collection activity, reports material write-offs and does not selectively allocate collections to defeat Publisher's share. The order identifies aging, recovery treatment and the final reconciliation procedure.

Settlement statements and payments are due **[DECISION: cadence and period after close]**. Specify any minimum payout, carry-forward, payout fees and required tax information. On termination, valid accrued earnings below a threshold must be included in the final settlement rather than forfeited. Required withholding must be identified and supported by the appropriate record. Payee verification is not authority for an indefinite unexplained hold.

Publisher may pause or remove Inventory without promising future volume, subject to an expressly agreed reservation. It must stop sending requests, remove revoked credentials and honor the data return/deletion process. Operator reconciles valid pre-termination delivery on the final statement within **[DECISION: deadline]**.

## D. API and developer schedule

Access is limited to the approved integration and documented credentials, methods and rate limits. Customer may develop and operate that integration for its own approved apps, including through authorized contractors. No license to a separate SDK is granted unless the order identifies it and its applicable license; an open-source license controls the code it covers. API access does not imply membership in an app marketplace or access to third-party AI inventory.

Customer must keep server credentials confidential, use the agreed authentication mechanism, avoid embedding secrets in client code, and separate test and production traffic. It must implement retries, deduplication identifiers, request expiry and event acknowledgments as documented. Tests and health checks must be clearly identified and excluded from billing. Customer must not bypass limits, probe other customers' data or interfere with availability. Reasonable security research must follow the separately agreed disclosure process; this draft does not grant unrestricted testing authority.

Operator will publish versioned specifications and describe material breaking changes. **[DECISION: normal deprecation notice and supported-version window.]** Urgent security or legal changes may require shorter notice; Operator will explain the reason where lawful and offer a reasonable migration path when feasible. Customer must not continue a revoked or unsupported version after the agreed transition. Operator may rotate or revoke compromised credentials without ending unaffected contractual rights.

No production permission arises from a sandbox response. Before enabling live traffic, the parties must verify placement labels, approved schema and data fields, no-match behavior, pause controls, hard budgets, event deduplication, privacy choices and failure handling. The sign-off record is **[DECISION: owner and evidence location]**. No certification, compatibility or uptime is promised beyond the express order. On termination, Customer stops authenticated access; any retained local code remains subject to its applicable license and does not retain a right to the hosted Service.

## E. Measurement and reconciliation specification

Complete this specification for each pricing model. These definitions distinguish technical events; they are not claims of industry certification.

| Event | Required definition before billing |
| --- | --- |
| Request | An authenticated request received; generally not a billable user event |
| Response/served Ad | An eligible Ad returned; not proof the user saw it |
| Impression | [DECISION: rendering trigger and eligible surface]; do not call it viewable without a visibility rule |
| Viewable impression | [DECISION: pixel proportion, continuous duration, focus/viewport rules and measurement source] |
| Click | [DECISION: deliberate qualifying activation, deduplication and excluded interactions]; opening disclosures is not a destination click |
| Poll response | [DECISION: voluntary completed answer, valid options and deduplication]; viewing a poll is not a response |
| Conversion | [DECISION: named action, authorized data source, attribution window/model, deduplication and consent treatment] |
| Invalid event | Test, duplicate, fraudulent or otherwise ineligible event under disclosed criteria |

Each record used for counting must have the minimum agreed event identifier, Campaign/placement reference, event type and timestamp. Define clock tolerance, late-arrival window, retries, ordering and deduplication scope. Idempotent retries must not create additional charges. A carousel's cards, repeated renders and page restores must not multiply an event unless the order explicitly defines a separate qualifying exposure. Define currency rounding and reporting timezone.

Operator and Customer will reconcile discrepancies using these rules and proportionate evidence. **[DECISION: materiality threshold for investigation, report delivery cadence and dispute window.]** Technical reporting discrepancies must not be resolved by automatically picking the higher count. Supported invalid events are excluded or reversed for both Advertiser charges and the corresponding Publisher revenue base. An adjustment record identifies the affected period, reason and amounts. Later corrections remain possible for substantiated fraud, legal obligations or manifest error, with notice and a fair challenge process.

No conversion, poll or demographic result is represented as causal proof or a representative population sample merely because the Service reports it. The parties must not present estimates as measured facts or imply that a tracking method observes activity outside its documented coverage.

## F. Launch completion checklist

Before this document is used, an authorized business owner and counsel must resolve the entity, territories, audience policy, all commercial figures, privacy roles, data retention, incident process, liability and dispute clauses. The implementation owner must verify every promised operational control, including cap enforcement and pausing under concurrent requests. Obtain recorded acceptance of fixed document versions. These drafts do not establish those controls, complete registration, buy insurance, activate payment processing or deploy any Service.