# Platform Services Agreement

Proposed terms for platform business customers.

Draft preview · No effective date

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

**DRAFT — NOT EFFECTIVE. For business and legal review only.**

This document is not the current website terms and does not activate an advertising service. The repository presently implements a marketing website and business enquiries, not accounts, ad serving, payments or tracking. The provisions below are proposed obligations for a future commercial launch. Complete every decision, verify implementation, and obtain jurisdiction-specific review before acceptance.

## 1. Parties, scope and acceptance

This Platform Services Agreement is between **Jolts Inc.** (the **Operator** ), whose registered address is **[Business address: to be confirmed]**, and the business identified in an executed order form ( **Customer** ). The Operator's identity and incorporation remain subject to verification. The effective date is the date specified in the order form. An individual accepting for a business represents that they have authority to bind it.

The **Service** means only the advertising, publishing, integration or reporting services expressly enabled by an order form. The **Agreement** comprises that order form, these common terms, the applicable commercial schedules, and any expressly incorporated data-processing, controller-sharing or security addendum. Website examples, sales discussions, forecasts and unaccepted proposals do not constitute an order or guarantee access, inventory, revenue or results.

The order form must identify the versions of incorporated documents. A signed order form controls commercial details and expressly identified departures from these terms. A signed data-processing addendum or controller-sharing schedule controls conflicts only for the roles and processing flows it expressly covers; a mandatory transfer instrument controls conflicts within its scope. A controller-sharing schedule does not authorize independent reuse of data received under processor instructions. No general order-form clause overrides a data protection obligation by implication. The applicable commercial schedule otherwise controls its subject matter, followed by these common terms. Purchase-order boilerplate does not amend the Agreement. End users of a publisher's application are not parties merely because they see an advertisement.

## 2. Definitions

**Advertiser** means a Customer purchasing advertising, including an agency acting under documented authority for an identified principal. **Publisher** means a Customer supplying approved advertising placements in an application it controls. A Customer may have both roles; the corresponding obligations apply to each.

**Ad** means sponsored material approved for delivery through the Service, including a message, card, carousel or voluntary poll. **Campaign** means an approved collection of Ads with specified dates, budget, pricing, eligibility and measurement rules. **Inventory** means approved Publisher placements.

**Customer Materials** include creatives, trademarks, destination pages, campaign instructions, app content and other materials supplied or authorized by Customer. **Request Data** means the approved contextual and technical fields sent when requesting an Ad. **Event Data** means agreed records of delivery, visibility, clicks, voluntary responses or attributed outcomes. **Personal Data** has the meaning given by applicable data protection law; business data may also contain Personal Data. **Documentation** means the versioned technical specifications made applicable to the integration, not aspirational website descriptions.

## 3. Access and responsibilities

Subject to the Agreement, Operator grants Customer a limited, non-exclusive, non-transferable right during the order term to access the enabled Service for its own legitimate business activities. Customer may authorize personnel and contractors who act on its behalf and are bound to confidentiality and use restrictions. Customer remains responsible for their acts within that authority. No resale, sublicensing or unapproved intermediary inventory is permitted.

Each party will comply with laws applicable to its own activities. Customer will provide accurate organization, billing and contact details, maintain authority over its accounts and materials, protect credentials, and promptly report suspected compromise to [contact@jolts.xyz](mailto:contact@jolts.xyz). Operator will provide the Service with reasonable professional care and use safeguards proportionate to the agreed processing and risks. Neither party may claim a certification, audit result, service level or insurance coverage on the other's behalf.

Support channels, service hours, response objectives and any service-level credits must be stated in the order form. In their absence no uptime percentage or support response deadline is promised. Operator may maintain and update the Service, but will give reasonable notice of changes materially affecting an active integration where practicable. Material reductions to purchased scope require agreement or a termination/refund remedy specified in the order form.

## 4. Advertising integrity and end-user experience

Ads must remain identifiable as paid advertising before interaction. The approved presentation must display an understandable sponsorship label and advertiser identity appropriate to the placement. Neither party may remove, conceal or misrepresent those disclosures. A paid placement must not be presented as an independent recommendation by the assistant or publisher.

The commercial arrangement does not authorize alteration of an organic answer to favor an advertiser. Publisher retains control over whether and where an Ad may appear, subject to the agreed placement specifications. If there is no eligible Ad, the integration must permit the original task to continue without inventing a placement. User participation in polls and other ad interactions must be voluntary, with no misleading controls, forced clicks or obstruction of the original task. A product purchase or external transaction remains governed by the relevant seller's terms; the Service is not the seller unless an order expressly states otherwise.

Each party will reasonably cooperate in investigating misleading claims, malicious destinations, unsuitable placements and complaints. Operator may reject or stop an Ad or placement that reasonably appears to violate the Agreement or pose material harm. Review is not certification of legal compliance and does not relieve either party of its own responsibilities.

## 5. Customer Materials and intellectual property

Customer retains its rights in Customer Materials. Customer grants Operator and its authorized service providers a non-exclusive, worldwide license, limited to the order term and permitted wind-down, to host, transmit, reproduce, technically format and display those materials solely to deliver, secure, support and measure the contracted Service. Adaptation beyond technical formatting, including AI-generated changes to claims, requires the advertiser approvals specified in the advertiser schedule. The license covers only rights Customer can lawfully grant. Operator may retain evidence as required by law or to resolve a specific dispute under the agreed retention schedule; retention is not permission for continued public display.

Operator retains its Service technology and pre-existing materials. No right is granted to underlying models, third-party systems or another Customer's data. Customer may use delivered reports for its internal business purposes and lawful reporting about its own activity, subject to confidentiality and privacy limits. Operator may use voluntary product feedback without payment, but feedback does not include Customer's confidential data or confer a license to Customer's patented technology beyond what is necessary to use the feedback as provided. Neither party may use the other's brand in a customer list, testimonial or press release without separate written permission.

**No model-training license is implied.** Neither this agreement nor the hosting license authorizes use of conversations, Request Data, Event Data or creatives to train or fine-tune a general-purpose or cross-customer model. Any proposed training use needs a separate, specific written agreement, an appropriate legal basis and required notices or permissions. The order must identify whether an external model performs inference, the provider's data-use settings, retention, processing locations and any resulting data transfer.

## 6. Privacy, data roles and security

Before production processing, the parties will agree a data schedule identifying purposes, roles by activity, permitted fields, categories of data subjects, retention, processing locations, subprocessors and instructions. A contractual label does not replace an assessment of actual decisions and processing. Where Operator processes Personal Data on Customer's behalf, the applicable executed data-processing addendum is required. Any independent-controller or joint activity must be expressly identified and documented as applicable.

Customer will send only approved fields necessary for the stated purpose and will establish its required notices, legal bases, consents and downstream permissions. Operator will not use received data for incompatible purposes or expand collection merely because a field is technically available. Neither party may include passwords, payment-card credentials, private account secrets or unnecessary third-party communications in an Ad request. Conversation storage, user tracking, conversion pixels and audience identifiers are disabled as contractual permissions unless separately specified in the signed data schedule; an integration request alone is not consent to those uses.

**[DECISION: permitted territories, minimum audience age, sensitive-content exclusions, raw conversation storage, identifiers and tracking permissions must be resolved before launch.]** Neither party may knowingly initiate processing outside those agreed limits. Processing involving children or sensitive personal information requires a separate legal and operational assessment; it is not approved under this draft.

The parties will maintain appropriate access controls and incident response procedures for their respective systems. Incident notification timing, required content, assistance, audit evidence, deletion and transfer safeguards belong in the data-processing/security addenda. Do not state a fixed notification deadline until the response process and applicable legal requirements have been confirmed. Operator will not disclose identifiable conversations to advertisers merely to explain an Ad selection. Reports must use the fields and aggregation thresholds agreed in the data schedule; pseudonymization alone is not treated as anonymization.

## 7. Fees, records and disputes

Rates, budgets, payment terms, taxes, credit approval, publisher revenue share and permitted deductions are governed by the completed commercial schedules. Customer owes only fees calculated under the agreed measurement and pricing rules. Operator may not treat estimated opportunities or a returned Ad response as a billable user impression unless that specific metric was expressly agreed and accurately named. No commercial term is supplied by a website example.

Each party will retain proportionate records sufficient to support its charges or payment claims for the agreed review period, subject to privacy obligations. A party disputing an amount must identify the item, reason and available evidence within the agreed dispute window; it must pay undisputed amounts when due. The parties will review discrepancies in good faith, apply supported corrections and record adjustments. Operator's report is the agreed starting point for reconciliation, not irrebuttable evidence or a unilateral power to determine a dispute. No indefinite payment hold or blanket forfeiture is authorized.

## 8. Confidentiality

Confidential Information means non-public information disclosed in connection with the Agreement that is identified as confidential or reasonably understood to be confidential, including credentials, security details, non-public pricing, Customer data and business plans. The recipient will use it only to perform or exercise rights under the Agreement, protect it with reasonable care, and disclose it only to personnel or advisers who need it and are bound to suitable duties.

These obligations do not cover information the recipient can demonstrate was already lawfully known, becomes public without breach, is independently developed, or is received lawfully without a duty of confidence. A recipient compelled by law to disclose information will, where legally permitted, notify the discloser, cooperate reasonably in seeking protection, and disclose only what is required. Confidentiality continues for **[DECISION: period]** after termination; trade secrets remain protected for as long as applicable law protects them. Personal Data remains subject to the relevant privacy obligations rather than expiring solely because this confidentiality period ends.

## 9. Assurances and limitations of the Service

Each party represents that it can enter and perform the Agreement. Customer represents that it has the rights and authority required for its materials, inventory, instructions and processing. Operator represents that it has the rights necessary to provide its own technology on the stated terms. Each party will promptly correct a material breach of these assurances when capable of cure.

The Service depends on publisher decisions, advertiser eligibility, user choices and third-party infrastructure. Except for express commitments in the Agreement, Operator does not guarantee ad fill, exclusive inventory, response ranking, clicks, conversions, commercial return, uninterrupted availability, or the accuracy of an AI system's independent answer. Third-party service claims are not Operator warranties. Other warranties are excluded only to the extent lawful; mandatory rights and obligations are preserved. Nothing excuses failure to honor an expressly agreed budget, payment obligation or data-processing restriction.

## 10. Third-party claims

Operator will defend Customer against a third-party claim that Operator's own Service technology, used as authorized, infringes that party's intellectual property rights, and pay damages and reasonable settlement amounts finally awarded or approved by Operator. This does not cover claims caused by Customer Materials, unauthorized modifications, combinations not required by the Service, or continued affected use after a reasonable non-infringing replacement is provided. Operator may procure continued use, modify or replace the affected function without material loss of scope, or terminate the affected function and refund prepaid unused fees if those remedies are not commercially reasonable.

Customer will defend Operator against third-party claims arising from Customer's infringing or unlawful creatives, products or destination pages; Inventory it had no right to supply; or data it unlawfully instructed Operator to process. This obligation does not cover a claim to the extent caused by Operator's breach, unauthorized use or negligent or intentional misconduct. Operator's corresponding obligation likewise excludes loss caused by Customer's breach or misconduct.

The protected party must promptly notify the other of a claim, provide reasonable cooperation at the defending party's expense, and allow defense with competent counsel. Delay excuses duties only to the extent materially prejudicial. No settlement may admit fault, impose non-monetary obligations or fail to release the protected party without its consent, not unreasonably withheld. Defense control does not override applicable law, privilege or incident-response obligations.

## 11. Liability allocation

**[DECISION — NOT A FINAL CAP: choose a defensible monetary cap and treatment of low-spend pilots, privacy/security breaches, confidentiality, indemnities and payment obligations with counsel and insurance input.]**

Proposed negotiating structure: ordinary aggregate liability under an order is limited to the greater of fees paid or payable under that order during the preceding **[period]** and **[currency/amount floor]**. A separately stated **[higher cap or uncapped treatment]** applies to the identified enhanced-risk categories. No cap is inferred for a category left blank. Fees and properly accrued publisher earnings remain payable and are not damages reduced by a liability cap. [DECISION: specify excluded indirect or consequential losses and any exceptions.] Do not exclude a direct loss merely by calling it consequential. Identify recoverable direct incident-response costs and third-party claim amounts to avoid defeating the agreed indemnity.

Nothing excludes or limits liability that cannot lawfully be excluded or limited, or liability for fraud or intentional misconduct. The final text must specify whether gross negligence and death/personal injury require additional treatment under the selected law. This section must be completed before acceptance.

## 12. Term, suspension and ending the relationship

The order form states its term, renewal and convenience-termination rules. Either party may terminate for a material breach not cured within **[DECISION: cure period]** after reasonably detailed notice. An incurable serious breach may permit immediate termination to the extent lawful. Insolvency-related termination is subject to applicable restrictions.

Operator may suspend only the affected access, Campaign or Inventory where reasonably necessary to address a material security threat, unlawful activity, fraud or material non-payment. Operator will explain the grounds and restoration steps promptly where lawful and practicable, limit the scope and duration, and restore service when the issue is resolved. Customer may stop sending requests or pause its Campaign using the agreed process; interruption does not cancel amounts already validly incurred. Pausing and budget safeguards are specified below.

On termination, new delivery stops through the agreed wind-down, accrued valid fees and earnings are reconciled, and unused prepaid funds are handled under the order form. Each party ceases use of the other's materials except for lawful record retention or necessary dispute resolution. Operator will provide the agreed data export and deletion process under the data schedule, including any backup expiry period. No deletion promise overrides lawful retention, but retained data must be access-restricted and not reused commercially. Payment, confidentiality, intellectual property, liability, dispute and necessary data protection provisions survive to the extent needed to give them effect.

## 13. General provisions

The parties are independent contractors. Neither can bind the other or represent an employment, agency, partnership or fiduciary relationship merely from this Agreement. An advertiser agency's expressly documented authority is a separate matter. Assignment requires the other party's consent, not unreasonably withheld, except **[DECISION: permitted corporate succession and safeguards]**. Assignment must not reduce data protection rights or bypass agreed transfer requirements.

Neither party is responsible for delay directly caused by events reasonably outside its control, provided it mitigates and notifies the other. Ordinary lack of funds, avoidable capacity shortages and existing payment obligations are not excused. **[DECISION: prolonged-event termination threshold]** applies.

Changes to executed commercial terms require agreement by authorized representatives. Operator may update operational documentation without materially reducing contracted rights; urgent changes needed for law or security require notice and proportionate transition arrangements where feasible. Continued website browsing alone does not accept a new commercial agreement.

Legal notices go to the addresses in the order form, with Operator's electronic contact at [contact@jolts.xyz](mailto:contact@jolts.xyz). Routine support communications do not replace a required legal notice. Governing law is **[Governing law: to be confirmed]** and the agreed court or dispute forum is **[Dispute forum: to be confirmed]**, subject to mandatory applicable law. No binding arbitration, class waiver or unilateral venue election is included by default.

The final Agreement is the entire agreement for its scope. A failure to enforce is not a waiver. An unenforceable provision is severed only to the extent needed, without rewriting a material commercial bargain. Electronic signatures and counterparts may be used where recognized by applicable law.

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