Terms of Service

1. Acceptance of these Terms

By accessing or using the Services, by installing, running, or interacting with our software, or by clicking to accept these Terms where that option is made available, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you do not agree to these Terms, do not access or use the Services. If you use the Services on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to both you and that organization.

2. Eligibility

You must be at least 18 years old and capable of forming a legally binding contract to use the Services. By using the Services, you represent and warrant that you (a) meet these requirements; (b) are not located in, organized under the laws of, or ordinarily resident in any jurisdiction subject to comprehensive sanctions or embargoes, and are not a person with whom dealings are restricted under applicable sanctions or export-control laws (including lists administered by the U.S. Office of Foreign Assets Control); and (c) will use the Services in compliance with all applicable laws, rules, and regulations, including those of your jurisdiction. We may restrict or deny access to the Services in any jurisdiction or to any person at our discretion.

3. The Services

Sponsored Code offers tools and infrastructure that place clearly-labeled sponsored placements within supported, publicly-documented display surfaces of certain third-party developer tools, and that enable participants to receive a share of associated sponsorship revenue settled in digital assets. The Services are provided to two general categories of participants: developers and other persons who install and run our software to host sponsored placements (“Publishers”), and brands and their agents who purchase placements (“Brands”). The features, design, pricing, parameters, and availability of the Services may change, and we may add, modify, suspend, or discontinue any aspect of the Services, in whole or in part, at any time, with or without notice, to the extent permitted by law.

4. Independence from Third Parties; No Affiliation

Sponsored Code is an independent service. We are not affiliated with, sponsored by, endorsed by, or otherwise associated with Anthropic, Polygon, Circle, or any other third-party tool, network, protocol, token issuer, or brand referenced in or interoperating with the Services. All product names, logos, and trademarks are the property of their respective owners and are used for identification purposes only. Your use of any third-party tool, network, wallet, or service is governed solely by that third party’s terms and policies, and you are responsible for complying with them. We are not responsible for the acts, omissions, availability, security, pricing, or policies of any third party, and your dealings with third parties are solely between you and them.

5. Accounts, Wallets, and Security

Certain features require you to register, provide a digital-asset wallet address, or otherwise create credentials. You agree to provide accurate, current, and complete information and to keep it updated. You are responsible for safeguarding your credentials, devices, private keys, seed phrases, and wallets, and for all activity that occurs through them. We do not custody your private keys or seed phrases and cannot recover them. Certain actions, such as changing a designated payout wallet, may require cryptographic authorization from your wallet. You must notify us promptly of any suspected unauthorized access. We may refuse, suspend, limit, or terminate accounts, registrations, or access at our discretion, including where we reasonably suspect a violation of these Terms or applicable law.

6. Publisher Terms

If you participate as a Publisher, you may become eligible to receive a share of revenue attributable to qualifying sponsored activity hosted through your use of the software, on the terms we make available from time to time. You acknowledge and agree that:

• Eligibility for, and the amount of, any revenue share is determined by us based on activity we record and validate using our own systems and methodologies, which we may design, modify, and apply in our reasonable discretion. Our records and measurements are the authoritative basis for any amounts owed.
• Only activity that we determine to be valid is eligible for payment. We may exclude, adjust, withhold, reverse, or recover amounts associated with activity we determine to be invalid, fraudulent, automated, inflated, duplicative, or otherwise non-compliant, including after amounts have provisionally accrued.
• Revenue-share rates, thresholds, fees, settlement frequency, minimum balances, and similar parameters may be established and changed by us. Amounts may accrue and be settled on a periodic and/or threshold basis rather than per event.
• We make no representation or guarantee regarding the volume, availability, frequency, or value of placements, or regarding any level of earnings. Participation does not create any employment, agency, partnership, or joint-venture relationship.
• You are solely responsible for determining, reporting, and paying any taxes arising from amounts you receive, and for compliance with the laws applicable to you.

7. Brand Terms

If you participate as a Brand, you acknowledge and agree that:

• Placements may be allocated and priced through mechanisms we operate, which may include auction-based and other dynamic pricing. We do not guarantee any particular placement, position, volume, reach, performance, conversion, or result.
• You are charged on the basis of activity we record and validate using our own systems and methodologies. Our records are the authoritative basis for amounts charged. Charges are generally non-refundable except as required by law or as we determine in our discretion.
• You are solely responsible for the content, claims, targeting, links, and legality of any sponsorship or materials you submit (“Brand Content”), and you represent that you hold all rights necessary to submit it and that it does not violate any law or third-party right. You grant us a worldwide, non-exclusive, royalty-free license to host, reproduce, format, distribute, and display Brand Content for the purpose of operating the Services.
• Prohibited content.You may not submit, or link to, Brand Content that promotes, depicts, facilitates, or relates to: (i) pornographic, sexually explicit, or adult content or services; (ii) gambling, betting, casinos, lotteries, sports wagering, or similar games of chance; (iii) fraudulent, deceptive, or “get-rich-quick” financial schemes; (iv) malware, phishing, or other malicious or credential-harvesting software or sites; (v) hateful, harassing, violent, or extremist content; (vi) illegal drugs, weapons, or other unlawful goods or services; or (vii) any other content we deem inappropriate for a developer audience.
• We screen Brand Content, and we may review, reject, refuse to serve, pause, suspend, or remove any Brand Content or campaign — and withhold associated amounts — at any time and without notice, including content we consider unlawful, deceptive, harmful, infringing, prohibited above, or inconsistent with the Services.
• You must comply with all applicable advertising, consumer-protection, financial-promotion, and other laws and with the policies we make available.

8. Payments, Digital Assets, and Settlement

Amounts under the Services may be denominated and/or settled in digital assets (such as a U.S.-dollar stablecoin) on a public blockchain network. You are responsible for providing a valid, compatible wallet and for any network, transaction, or “gas” fees associated with claiming or transacting. You acknowledge that blockchain transactions are generally irreversible and final, that we do not control and cannot reverse, recall, or modify on-chain transactions, and that transactions recorded on a public blockchain are publicly visible and permanent. We may set, withhold, offset, delay, or adjust amounts as reasonably necessary to operate the Services, comply with law, manage risk, or address suspected invalid activity. We may engage third-party processors, infrastructure providers, and smart contracts to facilitate settlement and are not liable for their acts, omissions, downtime, or failures. We do not provide financial, investment, tax, or legal advice.

9. Assumption of Risk Relating to Digital Assets

You understand and accept the risks inherent in digital assets and blockchain technology, including without limitation: price volatility and the possibility that a digital asset loses all value; the irreversibility of transactions; transactions sent to an incorrect address being unrecoverable; the loss, theft, or compromise of keys, wallets, or credentials; network congestion, forks, reorganizations, downtime, or failures; smart-contract bugs, exploits, or vulnerabilities; the actions of validators, miners, or other network participants; evolving and uncertain legal, tax, and regulatory treatment; and the absence of governmental insurance or deposit protection. You are solely responsible for evaluating these risks before using the Services and bear all losses arising from them to the fullest extent permitted by law.

10. Acceptable Use

You agree not to, and not to attempt to or assist others to:

• generate, inflate, manipulate, or fabricate activity, placements, views, clicks, or earnings, including through automation, scripts, bots, emulators, multiple or coordinated accounts, incentivized traffic, or any scheme to obtain payment for activity that does not reflect genuine, good-faith use;
• circumvent, disable, probe, or interfere with any validation, measurement, security, rate-limiting, or anti-fraud feature of the Services, or attempt to access non-public systems, data, or APIs;
• reverse engineer, decompile, or attempt to derive non-public source code, methodologies, parameters, or logic of the Services, except to the extent this restriction is prohibited by applicable law or expressly permitted by an applicable open-source license;
• use the Services in any manner that violates the terms or policies of any third-party tool, network, or platform, or that misrepresents, obscures, or removes the labeling of sponsored content;
• infringe intellectual-property or other rights; transmit malware or harmful code; engage in fraud, money laundering, sanctions evasion, or any unlawful activity; or harass, abuse, or harm others;
• resell, sublicense, or commercially exploit the Services except as expressly permitted, or use the Services to build a competing product using non-public information.

11. Investigation, Enforcement, and Remedies

We may monitor, investigate, and take action regarding suspected violations of these Terms or applicable law. We may, in our reasonable discretion and without prior notice, withhold, adjust, reverse, or recover amounts; suspend or terminate access; remove content; and pursue available legal remedies. Our determinations regarding the validity of activity and amounts owed are final to the maximum extent permitted by law. We may cooperate with law enforcement and disclose information as we believe necessary or appropriate.

12. Intellectual Property; Software Licenses

The Services, including their content, design, text, graphics, and all related intellectual property (excluding Brand Content and other materials you provide), are owned by us or our licensors and are protected by applicable laws. Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for their intended purpose. Where we make software available under an open-source license, your use of that software is also governed by the applicable license, and in the event of a conflict regarding that software, the open-source license controls for that software. Except as expressly granted, we reserve all rights. “Sponsored Code” and our logos are our trademarks; you may not use them without our prior written consent.

13. Feedback

If you provide suggestions, ideas, or feedback about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate it for any purpose without obligation or compensation to you.

14. Privacy

Our collection and use of information is described in our Privacy Policy. By using the Services, you acknowledge that information may be processed as described there, and you understand that data recorded on a public blockchain is, by the nature of the technology, public and outside our control.

15. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, THAT ANY DATA, MEASUREMENT, OR RESULT WILL BE ACCURATE OR RELIABLE, OR THAT ANY DEFECT WILL BE CORRECTED. ANY CONTENT, FIGURES, OR EXAMPLES PRESENTED IN CONNECTION WITH THE SERVICES OR OUR MARKETING ARE FOR ILLUSTRATIVE PURPOSES ONLY AND DO NOT CONSTITUTE A GUARANTEE OF ANY OUTCOME, EARNINGS, PERFORMANCE, OR VALUE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

16. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SPONSORED CODE OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR DIGITAL ASSETS, OR FOR THE LOSS, THEFT, OR DIMINUTION IN VALUE OF ANY DIGITAL ASSET, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS PAID OR PAYABLE BY OR TO YOU THROUGH THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). THE LIMITATIONS IN THIS SECTION FORM AN ESSENTIAL BASIS OF THE BARGAIN. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

17. Indemnification

You agree to defend, indemnify, and hold harmless Sponsored Code and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Services; (b) your Brand Content or other materials you provide; (c) your violation of these Terms or applicable law; or (d) your violation of any right of a third party. We may assume the exclusive defense of any matter subject to indemnification, in which case you will cooperate with us.

18. Term, Suspension, and Termination

These Terms remain in effect while you use the Services. You may stop using the Services at any time, including by uninstalling our software. We may suspend or terminate your access at any time, with or without notice, including for suspected violation of these Terms or applicable law, or to protect the Services or other users. Upon termination, the rights granted to you cease, and any provisions that by their nature should survive — including Sections 8–9 and 11–24 — will survive.

19. Changes to these Terms

We may modify these Terms from time to time. If we make material changes, we will take reasonable steps to notify you, such as by posting the updated Terms with a new “Last updated” date or by other reasonable means. Changes are effective when posted unless stated otherwise. Your continued use of the Services after changes take effect constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Services.

20. Governing Law

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of New York, U.S.A., without regard to its conflict-of-laws principles. The state and federal courts located in New York County, New York will have exclusive jurisdiction over any such dispute, and you consent to the personal jurisdiction of those courts.

21. Disputes

Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute arising out of or relating to these Terms or the Services. To begin, contact us at legal@sponsoredcode.com with a written description of the dispute and the resolution you seek. Any dispute not resolved within a reasonable period will be subject to the governing law and the exclusive jurisdiction of the courts set out in Section 20 (Governing Law).

22. Export Controls and Sanctions

You represent that you are not subject to applicable sanctions or export-control restrictions and that you will not use the Services in violation of any export-control or sanctions law. You will not export, re-export, or use the Services in or for the benefit of any prohibited jurisdiction or restricted party.

23. General

These Terms, together with the Privacy Policy and any additional terms or policies we make available, constitute the entire agreement between you and us regarding the Services and supersede prior agreements on the subject. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary, and the remaining provisions will remain in effect. Our failure to enforce any provision is not a waiver. You may not assign or transfer these Terms without our prior written consent; we may assign them freely, including in connection with a merger, acquisition, or sale of assets. There are no third-party beneficiaries. We are not liable for any delay or failure to perform caused by events beyond our reasonable control. Headings are for convenience only. You consent to receive communications and notices from us electronically, and agree that electronic communications satisfy any legal requirement that such communications be in writing.

24. Contact

Questions about these Terms may be sent to legal@sponsoredcode.com, or by mail to Sponsored Code, LLC, 800 Sixth Avenue, 5K, New York, NY 10001, United States.