Adlake LLC Master Terms of Service

1. Binding Agreement, Corporate Scope, and Electronic Consent

These Master Terms of Service ("Terms") constitute a legally binding commercial agreement between you ("User," "Publisher," "Advertiser," "you," or "your") and Adlake LLC ("Company," "Adlake," "we," "us," or "our"), a limited liability company organized under the laws of the State of Montana, United States, with its principal executive office at 1001 S Main St, Ste 600, Kalispell, MT 59901-1498.

These Terms govern your access to and utilization of the Adlake institutional performance marketing affiliate network, digital advertising exchange, platform dashboards, APIs, and proprietary tracking and redirection infrastructure accessible at https://adlake.net and adlake.click (collectively, the "Platform" or "Service"). Consumer reward interactions on OffersWorks (https://offers.works) and standalone desktop software products operated by Adlake LLC are governed by their respective dedicated terms of service.

By registering an Account, depositing campaign funds, generating Tracking Links, routing traffic, withdrawing earnings, or otherwise interacting with the Service, you signify your irrevocable acceptance of these Terms and our Master Privacy Policy.

Electronic Communications Consent: Pursuant to the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act (UETA), you consent to receive all agreements, disclosures, tax documentation, and compliance notices electronically via your registered email address or platform dashboard.

2. Strict Age Governance and Jurisdictional Capacity

NO UNDER 18 OR MINORS ALLOWED. The Platform is an enterprise commercial network restricted exclusively to adult individuals and legally registered corporate entities possessing full legal capacity to enter into binding contracts. To establish an Account or interact with the Service, you represent and warrant that:

• You are strictly at least eighteen (18) years of age, or the age of legal majority in your jurisdiction of residence, whichever is higher;
• If local, state, or national law establishes a threshold higher than 18 for digital monetization, commercial advertising, or cryptocurrency transactions, you meet that higher local standard; and
• If registering on behalf of a business entity, you possess full corporate authority to bind that entity to these Terms.

Any Account discovered to belong to an individual under the requisite legal age will be immediately terminated, and all associated profile data and accrued balances will be permanently forfeited and purged.

3. Exclusive Cryptocurrency Settlement (USDT & USDC — BEP20 / ERC20)

• Supported Digital Assets & Networks: All Advertiser campaign deposits and Publisher commission disbursements are executed exclusively in USDT (Tether) or USDC (USD Coin, including Binance-Peg USDC) operating on either the Binance Smart Chain (BEP20) or Ethereum (ERC20) blockchain protocols.
• Wallet Accuracy & On-Chain Irreversibility: You are solely and exclusively responsible for configuring and verifying a valid, compatible BEP20 or ERC20 wallet address under your legal control. Cryptocurrency transactions broadcast to public blockchains are mathematically immutable and irreversible. Adlake LLC bears zero liability for funds lost, burned, or misrouted due to user-supplied address errors, selection of an incompatible network protocol (e.g., sending BEP20 tokens to an unsupported ERC20-only exchange address), smart contract restrictions, or blockchain network congestion/gas fluctuations.
• Tax Compliance & 1099 Reporting: Users are solely responsible for reporting and remitting all applicable federal, state, local, or foreign taxes arising from platform activities. Pursuant to 26 U.S.C. § 6041, Publishers and applicable participants must furnish a valid IRS Form W-9 (for U.S. persons/entities, including SSN or EIN) or Form W-8BEN / W-8BEN-E (for non-U.S. persons/entities) upon request or prior to receiving annual disbursements reaching or exceeding $600.00 USD equivalent. Failure to provide required tax forms within fourteen (14) calendar days of request will result in a compliance hold on disbursements.

4. Advertiser Campaign Rules, Creative Standards, and Deposit Refund Policy

• Mainstream Content Mandate: Adlake operates strictly within legitimate, mainstream commercial verticals. Advertisers are strictly prohibited from uploading Creative Assets or promoting destination funnels containing adult/pornographic material, non-consensual content, illicit narcotics, unlawful gambling, malware/spyware, deceptive "get-rich-quick" schemes, or materials infringing third-party intellectual property rights.
• Creative License & Warranties: By uploading Creative Assets (images, video, audio, copy), Advertiser grants Adlake and enrolled Publishers a non-exclusive, worldwide, royalty-free license to host, cache,審査, and distribute such assets solely to execute the designated Campaign. Advertiser warrants that it owns or holds all necessary legal licenses for all uploaded Creative Assets.
• Advertiser Deposit Rule & Refund Policy: Inbound cryptocurrency deposits (USDT/USDC via BEP20 or ERC20) are committed to fund active Campaign conversions and platform traffic delivery. Advertiser deposits do not constitute an earned Publisher balance and cannot be withdrawn on demand. However, an Advertiser may request a refund of unspent, unallocated deposit balances by submitting a formal ticket to support@adlake.net, subject to: (a) a mandatory reconciliation window of up to thirty (30) calendar days to clear all pending conversion postbacks and in-flight Publisher traffic; (b) complete satisfaction of KYC/AML verification; and (c) deduction of applicable blockchain network gas/processing fees. Deposits linked to accounts terminated for terms violations, illegal content, or sanctions breaches are non-refundable.

5. Publisher Obligations, Traffic Integrity, and Pass-Through Privacy Covenants

• Strict Anti-Fraud & Traffic Quality Rules: Publishers shall deliver exclusively genuine human traffic across approved digital channels. Publishers are strictly prohibited from generating clicks, impressions, or conversions through automated bots, headless browsers, scripts, click-injection, cookie-stuffing, forced redirects, device emulators, VPN/proxy/Tor/datacenter IP masking, or unauthorized incentivized syndicates (unless a Campaign explicitly permits incentivized traffic).
• Mandatory Pass-Through Privacy & Consent Covenants: As a mandatory condition of using Adlake Tracking Links (including adlake.click), Publisher represents, warrants, and contractually covenants that: (1) Publisher maintains a conspicuous, legally compliant privacy policy on all websites, mobile apps, and digital properties where Tracking Links or Creative Assets are placed; (2) Publisher discloses the collection and sharing of visitor telemetry and tracking technologies; and (3) Publisher obtains all legally required affirmative consents (including opt-in consent under the EU ePrivacy Directive, GDPR, and applicable U.S. state privacy statutes) prior to routing End Users to Adlake tracking endpoints.

6. Net-30 Commission Cycle, Advertiser Payout Holds, and Dispute Adjudication

• Net-30 Disbursement Schedule: Validated Publisher commissions accrue on a monthly billing cycle and are disbursed on a Net-30 basis in USDT or USDC (BEP20 or ERC20), subject to meeting platform minimum withdrawal thresholds and completing required tax (W-9/W-8) and KYC verifications.
• Publisher Protection Presumption & Strict Hold Evidentiary Standards: Because Adlake's edge tracking infrastructure (adlake.click) executes automated real-time pre-click fraud scrubbing (utilizing ipapi.is threat diagnostics to filter known proxies, VPNs, bots, and datacenters prior to redirection), Adlake maintains a strong commercial presumption in favor of Publisher earnings legitimacy for conversions verified by our tracking servers.
• Permissible Grounds for Advertiser Hold Requests: Prior to a Net-30 disbursement, an Advertiser may petition Adlake to place a temporary administrative hold on a Publisher's accrued payout. Adlake will summarily reject arbitrary, unsubstantiated, or generalized scrub requests. To secure a hold, an Advertiser must submit clear, verifiable, and lawfully obtained evidence proving fraud that automated edge filters could not detect, strictly limited to:
  1. Coordinated offline collusion (e.g., organized syndicates or incentivized rings completing fraudulent leads over clean residential connections);
  2. Verifiable post-conversion merchant chargebacks, fabricated orders, or stolen payment/identity credentials; or
  3. Sub-publisher conversion stuffing corroborated by raw Advertiser server access logs.
• Compliance & AML Administrative Holds: Adlake LLC reserves the unilateral right to place an immediate compliance hold on any Account or pending disbursement upon reasonable suspicion of multi-accounting, bot manipulation, sanctions violations, or refusal to complete identity verification via our KYC processor (Didit) within fourteen (14) calendar days of notice. Confirmed fraudulent balances are permanently forfeited.

7. Sanctions Compliance and Prohibited Jurisdictions (OFAC)

You represent and warrant that neither you, your business entity, nor any beneficial owner is: (a) located in, organized under, or a resident of any country or region subject to comprehensive U.S. economic sanctions administered by the Department of the Treasury's Office of Foreign Assets Control ("OFAC"), including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine; or (b) listed on OFAC's Specially Designated Nationals and Blocked Persons List ("SDN List") or parallel restricted party lists. Adlake screens wallet addresses and accounts against sanctions databases and will immediately freeze and forfeit accounts associated with sanctioned jurisdictions or entities without liability.

8. Inactivity, Dormancy, and Account Abandonment

If an Account remains completely inactive (no dashboard logins, no active campaign delivery, and no conversion activity) for a continuous period of twelve (12) months, Adlake LLC reserves the right to classify the Account as dormant. Dormant accounts with remaining digital asset ledger balances may be assessed a monthly administrative maintenance fee of $10.00 USD equivalent (or 5% of the remaining ledger balance, whichever is greater) to cover cold-storage custody, security auditing, and ledger accounting costs, or where required by applicable Montana Unclaimed Property law (Mont. Code Ann. § 70-9-801 et seq.), reported and liquidated pursuant to statutory abandonment protocols.

9. Intellectual Property and DMCA Copyright Policy

All Platform software, tracking algorithms, APIs, documentation, and brand identifiers ("Adlake") are the exclusive proprietary property of Adlake LLC.

DMCA Takedown Procedure: Adlake LLC respects intellectual property rights. If you believe any Creative Asset or material hosted on our Service infringes your copyright, submit a formal Digital Millennium Copyright Act (17 U.S.C. § 512(c)) notice to our Designated Agent at legal@adlake.net including: (a) a physical or electronic signature of the copyright owner or authorized representative; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the infringing material and its URL/location; (d) your contact address, telephone number, and email; (e) a statement of good-faith belief that the use is unauthorized; and (f) a statement under penalty of perjury that the notice is accurate and you are authorized to act for the owner.

10. Disclaimer of Warranties and Limitation of Liability

THE PLATFORM, TRACKING LINKS, AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONTINUOUS UPTIME, OR NON-INFRINGEMENT. ADLAKE DOES NOT GUARANTEE SPECIFIC CONVERSION VOLUMES, CAMPAIGN ROI, OR UNINTERRUPTED ROUTING across THIRD-PARTY NETWORKS OR BLOCKCHAINS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ADLAKE LLC, ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST DATA, OR CRYPTOCURRENCY GAS/EXCHANGE LOSSES). ADLAKE LLC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE NET PLATFORM FEES OR UNCONTESTED COMMISSIONS ACTUALLY PAID OR PAYABLE BY ADLAKE TO YOU IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD).

11. Indemnification and Force Majeure

Indemnification: You agree to defend, indemnify, and hold harmless Adlake LLC and its officers, members, employees, and agents from and against all third-party claims, regulatory fines, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of these Terms or the Master Privacy Policy; (b) Creative Assets, landing pages, or products provided by you as an Advertiser; (c) traffic sources, promotional methods, TCPA/CAN-SPAM violations, or failure to obtain mandatory GDPR/ePrivacy/state privacy consents by you as a Publisher; or (d) your tax, KYC, or sanctions non-compliance.

Force Majeure: Adlake LLC shall not be liable for any delay, routing interruption, or failure in performance resulting from causes beyond its reasonable control, including acts of God, DDoS/cyberattacks, upstream cloud or ISP outages, telecommunications failures, regulatory actions, or Ethereum (ERC20) / Binance Smart Chain (BEP20) blockchain network congestion, forks, or smart contract disruptions.

12. Governing Law, Binding Arbitration, and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS.

• Governing Law: These Terms and any dispute arising hereunder shall be governed by the laws of the State of Montana, United States, without regard to conflict-of-law principles, and the Federal Arbitration Act (9 U.S.C. § 1 et seq.).
• Binding Arbitration: Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved exclusively by final and binding individual arbitration in Kalispell (Flathead County), Montana (or virtually by remote video conference upon mutual election), before a single arbitrator administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (or Streamlined Rules for claims under $250,000).
• Class Action & Jury Trial Waiver: YOU AND ADLAKE LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. BOTH PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.
• 30-Day Arbitration Opt-Out Right: You may opt out of this binding arbitration clause by transmitting written notice to legal@adlake.net with the subject line "Arbitration Opt-Out — Adlake Network" within thirty (30) calendar days of initial Account registration, stating your legal name, entity name, registered email, and explicit election to opt out. If you timely opt out, exclusive jurisdiction and venue for any permitted court action shall lie solely in the state and federal courts located in Flathead County, Montana.

13. Modifications, Severability, and General Provisions

Adlake LLC reserves the right to modify these Terms at any time. Material modifications will be preceded by at least thirty (30) days' electronic notice via dashboard announcement or email. Continued use of the Platform following the effective date constitutes acceptance. If any provision of these Terms is held invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. Failure by Adlake to enforce any right shall not constitute a waiver.