VADS Back to vads.au

Terms of Service

Effective 27 September 2026

VADS (the "Service") is operated by Apdak Pty Ltd (ACN 644 414 620) ("VADS", "we", "us", "our"). These terms govern your use of the Service, including the advertiser portal, the publisher portal, the VADS publisher SDKs, and the redirect service at r.vads.au. By creating an account or using the Service you agree to these terms. If you're agreeing on behalf of an organization, you're confirming you have authority to bind it.

1. The service

VADS connects two kinds of customers. Publishers run MCP (Model Context Protocol) servers and use the VADS SDK to show, at most, one clearly labelled sponsored result inside a tool response. Advertisers fund a prepaid wallet and run campaigns — a short text ad plus a destination link — that VADS serves into publisher inventory it has reviewed and approved.

2. Accounts

You need an account to advertise or publish. You're responsible for the accuracy of the information you give us, for keeping your credentials secure, and for activity under your account. We require multi-factor authentication before any financial action (funding a wallet, requesting a payout, changing a payout destination), and certain sensitive changes — like where your payouts go — require a second, distinct member of your organization to approve, plus a cooling-off period. This is for your protection as much as ours.

3. Advertiser terms

Prepaid wallet

Advertising is prepaid: you fund a wallet by card before any campaign can spend. We bill against that balance either CPM (a rate per thousand impressions) or CPE (a rate per engagement), depending on how a campaign is configured. You set your own budget, daily caps and pacing; we never spend beyond what you've funded.

Refunds

Any unspent wallet balance you paid in is refundable to you on request, subject to identity and payment-method verification we may need to run first. Promotional credit (below) is not part of that balance and is never refunded.

Promotional credit

From time to time we may offer promotional credit — for example, "deposit $50, get $100 of ad credit". Promotional credit is a separate balance in your wallet, given by VADS at our own cost. It is not money you paid us, and:

  • It can only be spent on ads. It can't be refunded, withdrawn, transferred, or paid out to you, and it has no cash value.
  • Your cash is spent first. A campaign draws on your deposited balance before any promotional credit; only what your cash can't cover comes from credit.
  • It expires. Each grant expires on the date shown in your wallet — 90 days after it was granted unless the promotion says otherwise. Unused credit is removed at expiry. Credit already committed to an ad that is being served when the expiry passes is still used for that ad.
  • It depends on the deposit that earned it. If you ask for a refund of, or charge back, the deposit that qualified you for a promotion, any unused credit from that promotion is removed. Credit you had already spent isn't charged back to you.
  • Each promotion has its own rules — a minimum deposit, how many times one account can receive it, a validity period, and whether it needs a code. A code must be entered before the deposit it should apply to. Credit is added only once your payment has actually been received, not when you start a checkout.
  • Promotional credit is removed if you close your account, and we may withdraw a promotion, or credit obtained through fraud or abuse of a promotion, at any time.

Chargebacks and collections

If a card payment you made to fund your wallet is later charged back or reversed, we may recover the disputed amount from your account, including by offsetting it against wallet balance or future campaign spend, and by pursuing the amount as a debt owed to us if offsetting isn't enough. Repeated or fraudulent chargebacks are a material breach of these terms and may result in suspension or closure of your account.

Destinations

You can point an ad at any page you like, including one on a platform you don't control the domain of — a social media page, a marketplace listing, an app store page, and similar are all fine. We don't generally require you to prove you own the destination's domain before an ad can go live; we may still ask for that proof for particular destinations or accounts, or turn it on more broadly, at our discretion. Whether or not domain proof is required, the following always applies:

  • You must have the right to promote whatever you link to — your own site or listing, something you're authorized to advertise on behalf of, or a public page you're not misrepresenting your relationship to.
  • Impersonating another person or brand, and deceptive or phishing destinations (a page designed to look like something it isn't, or to trick someone into handing over credentials or payment details), are prohibited outright, whether or not the destination's domain has been verified.
  • We may reject or suspend an ad, a destination, or your account if we believe a destination violates this, and we don't need domain-ownership verification to be in place to do so.

4. Publisher terms

Revenue share

We pay publishers a revenue share of billed advertiser spend on their inventory. The applicable share for your account is shown in the publisher dashboard; we don't fix a single rate in these terms because it can vary by agreement.

Payouts

Payouts are made through Stripe Connect to an account you link yourself. Newly earned balance is held before it becomes payable — for 14 days — so that refunds, disputes and fraud findings against that traffic can be resolved first. You can request a payout of your payable balance at any time once it has cleared the hold, subject to a minimum payout amount of US$200 per request. Balances under that amount stay on your account, recognized and yours, until they reach it — they're held, never lost or written off.

Promotional earnings

When an ad on your inventory is paid for with an advertiser's promotional credit rather than their own money, you still earn your normal revenue share on it, but as separate promotional earnings, shown apart from your payable earnings in the publisher portal. Promotional earnings:

  • aren't part of your payable balance, can't be requested as a payout, and don't count toward the US$200 minimum;
  • are paid only when VADS chooses to fund its promotional payout pool. There's no fixed timing or guaranteed amount; when we fund the pool we share it across publishers in proportion to their eligible promotional earnings, oldest earnings first;
  • once paid in, become ordinary earnings: the 14-day hold starts then, and the payout minimum applies as usual;
  • are subject to the same fraud and invalid-traffic reversals as any other earnings, including after they've been paid in;
  • are forfeited if you close your account before they've been paid in.

Debt, offsets and clawback

If traffic we already paid you for is later found to be invalid — for example, fraudulent engagement, or a chargeback on the advertiser spend that funded it — we may recognize the corresponding amount as a debt against your account and offset it against your future earnings before any new payout is released, rather than requesting it back directly. We only do this for traffic we can substantiate as invalid or fraudulent, and any open debt is shown in your dashboard, not applied silently.

5. Ad review and content policy

Every ad and its destination is reviewed by our staff before either can go live. We don't generally require proof that you control a destination's domain (see "Destinations" above) — publisher sites are different: we do verify that a publisher controls the domain of a site before it can serve ads. Every publisher site's declared tools are reviewed before that site starts serving ads. We haven't yet published a complete content policy; as a baseline, ads and sites must be honest, must not mislead about what they're advertising, and must not violate applicable law. We may reject, suspend, or remove any ad, campaign, or publisher site at our discretion, including after it has gone live, if we believe it violates these terms, our (evolving) content policy, or the law. Where practical we'll tell you why.

6. Acceptable use

  • Don't attempt to defraud the ledger — including manufacturing impressions or engagements, or colluding between an advertiser and publisher account you control to generate artificial spend.
  • Don't attempt to circumvent our review process, domain-ownership verification, or fraud detection.
  • Don't use the Service to advertise or promote anything illegal, or misrepresent who is behind an ad or a destination.
  • Don't attempt to access another party's account, data, or funds.
  • Don't send us anything other than the allowlisted context fields the SDK is built to send — no personal data belonging to your tool's end users.

7. Account closure and data export

You can close your account from the portal once any blockers shown there (like in-flight payouts or an unresolved dispute) are cleared. Before closing, you can export a copy of your account's records from the portal. Closing your account doesn't erase records we're required to keep for accounting, tax, fraud-prevention or legal reasons — see our Privacy Policy for how long specific records are kept. If a publisher account's recognized balance is under the US$200 payout minimum when it closes — including any part still inside its 14-day hold — that balance doesn't block closing and isn't paid out. It remains held on the closed account until it reaches US$200; nothing is written off. Contact us if you need to recover it. Promotional credit and promotional earnings that haven't been paid in are not money you paid us or are owed on demand: both end when the account closes.

8. Fees

Advertisers pay only what they've budgeted from their wallet. Publisher payouts are net of our platform fee, which is broken out as an exact figure on every ledger entry rather than fixed in these terms. We may change our fee structure going forward; we won't change it retroactively on spend or earnings you've already committed.

9. Disclaimers

The Service is provided "as is." We don't guarantee any particular volume of impressions, engagements, or earnings, that the Service will be uninterrupted or error-free, or that every ad or publisher we approve will be a good fit for you. Nothing in this section excludes, restricts or modifies any right or remedy you have under the Australian Consumer Law that can't lawfully be excluded.

10. Limitation of liability

To the extent the law allows, our total liability to you arising out of or in connection with the Service is limited to the amount you've paid us (for advertisers) or that we've paid you (for publishers) in the 12 months before the claim arose. We aren't liable for indirect or consequential loss. Nothing here limits liability that can't lawfully be limited, including under the Australian Consumer Law.

11. Changes to these terms

We may update these terms as the Service changes. We'll update the effective date above when we do; material changes will be communicated to active account holders. Continuing to use the Service after a change takes effect means you accept the updated terms.

12. Governing law

These terms are governed by the law of New South Wales, Australia, and you submit to the non-exclusive jurisdiction of its courts.

13. Contact

Questions about these terms? Contact us at support@vads.au.