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RunAds — Terms of Service

Operator: RunAds Technologies & Media Ltd ("RunAds", "we", "us", "our"), a company incorporated in the Federal Republic of Nigeria. Platform: the RunAds website, dashboards, APIs, mobile experiences and related services accessible at runads.app and any sub-domains (collectively, the "Platform"). Effective date: June 2, 2026 Last updated: June 2, 2026

1. Acceptance of these Terms

1.1 By creating an account, accessing the Platform, posting a campaign, submitting content, receiving a payout, or otherwise using any RunAds service, you agree to be bound by these Terms of Service, our Privacy Policy, our Acceptable Use Policy, and any campaign-specific or product-specific terms (together, the "Agreement"). 1.2 If you do not agree, you must not access or use the Platform. 1.3 If you accept on behalf of a company, agency, or other entity, you represent that you are authorised to bind that entity, and "you" refers to that entity. 1.4 You must be at least eighteen (18) years old, or the age of majority in your jurisdiction, whichever is higher, to use the Platform. RunAds may require identity verification at any time.

2. Definitions

  • Creator / Marketer — an individual or entity that registers to promote campaigns, produce content, share links, or otherwise earn payouts on the Platform.
  • Advertiser — an individual or entity that funds, creates, or manages campaigns on the Platform.
  • Campaign — any promotional brief, billboard, link, asset, or commercial activity published, funded, or distributed via the Platform.
  • Content — any text, image, audio, video, link, code, metric, social-media post, or other material submitted to, generated through, or made available on the Platform.
  • Payout — any amount payable by RunAds to a Creator for verified campaign performance.
  • Wallet / Balance — the in-Platform ledger reflecting amounts owed to or by a user.
  • Supported Channels — TikTok, Instagram, WhatsApp, X (Twitter), Facebook, and any other third-party platform RunAds enables from time to time.

3. The Platform & Eligibility

3.1 RunAds operates a creator-powered advertising network that connects Advertisers with verified Creators who produce original, algorithm-safe content for Supported Channels. 3.2 RunAds is a technology intermediary. We do not act as the employer, agent, joint-venturer, partner, or franchisee of any Advertiser or Creator. Each user is independently responsible for their own tax, regulatory, and contractual obligations. 3.3 Eligibility requires that you (a) are legally capable of entering into binding contracts; (b) are not barred from receiving services under the laws of Nigeria or any other applicable jurisdiction (including sanctions lists maintained by the UN, US OFAC, UK HMT, and EU); (c) have not previously been suspended or removed from the Platform; and (d) comply with all rules of the Supported Channels you use.

4. Accounts, Verification & Security

4.1 You must provide accurate, current and complete information when registering and keep it up to date. 4.2 RunAds may, at its discretion, perform identity (KYC), business (KYB), tax, sanctions, fraud, and social-account verification, and may require additional documents at any time. Failure to verify may result in suspended payouts, paused campaigns, or termination. 4.3 You are responsible for safeguarding your credentials and for all activity under your account. Notify us immediately of any unauthorised access via support@runadsng.com. 4.4 One person or entity may operate only one account unless RunAds expressly authorises otherwise in writing. Coordinated multi-account behaviour, "boosting" networks, click farms, or use of automation to inflate metrics is strictly prohibited.

5. Acceptable Use (applies to all users)

You must not, and must not permit any third party to:

  • (a) violate any applicable law, regulation, sanctions regime, advertising standard, or third-party right;
  • (b) post, fund, or distribute content that is unlawful, defamatory, obscene, hateful, harassing, discriminatory, violent, sexually exploitative, infringing, deceptive, or harmful to minors;
  • (c) promote firearms, illegal drugs, unlicensed financial products, pyramid or Ponzi schemes, gambling without licence, counterfeit goods, malware, or any product or service prohibited by law or by a Supported Channel;
  • (d) use bots, emulators, click farms, VPN/IP manipulation, incentivised traffic, view-fraud, engagement-pods, sockpuppet accounts, paid bot followers, or any artificial means to inflate reach, clicks, views, or conversions;
  • (e) attempt to reverse-engineer, scrape, decompile, probe, penetration-test, or interfere with the Platform without our prior written consent;
  • (f) circumvent or attempt to circumvent RunAds payment, attribution, anti-fraud, ranking, eligibility, payout, or moderation systems;
  • (g) misrepresent your identity, age, location, audience, affiliation, or social-account ownership;
  • (h) use the Platform to harvest data about other users beyond what is necessary to perform a campaign;
  • (i) upload viruses, worms, or other malicious code, or transmit unsolicited communications ("spam") through or via the Platform.

Breach of this Section 5 entitles RunAds to suspend or terminate access immediately, withhold or reverse payouts, refund advertisers, and pursue legal remedies.

6. Creator / Marketer Terms

6.1 Engagement model

Creators are independent contractors. Nothing in the Agreement creates employment, agency, or partnership with RunAds. Creators are solely responsible for their own income tax, social contributions, business registration, and regulatory filings.

6.2 Content & posting obligations

  • (a) Creators must produce original content, follow the Advertiser brief, comply with all rules of the relevant Supported Channel, and clearly disclose paid or sponsored content where required by law (e.g. Nigeria's ARCON, US FTC, UK ASA, EU UCPD).
  • (b) Creators warrant they own or have all necessary rights, licences, releases, and consents (including from any person depicted) to submit and distribute the content.
  • (c) Creators must keep posts live for the minimum duration specified in the brief and must not edit, gate, delete, hide, or geo-restrict a campaign post without RunAds' prior approval.
  • (d) Creators must not buy followers, likes, views, or engagement, and must not participate in engagement-pods or coordinated inauthentic behaviour to qualify for or perform a campaign.

6.3 Measurement, eligibility & verification

  • (a) RunAds determines whether a submission qualifies for payout based on its measurement systems, anti-fraud signals, social-account verification, brief compliance, and the Advertiser's reasonable approval.
  • (b) RunAds may invalidate submissions, deduct from balances, or reverse payouts where fraud, suspicious activity, brief breach, or removal of the underlying post is detected, including retroactively.
  • (c) Metrics displayed in dashboards are estimates until reconciled. The reconciled figure controls.

6.4 Payouts

  • (a) Creators are paid only via the methods made available in the Platform and only after meeting the applicable minimum payout, verification, and eligibility requirements.
  • (b) Payouts are made in [Naira / supported currency] and may be subject to processor fees, foreign-exchange spreads, withholding tax, and statutory deductions.
  • (c) RunAds may hold, delay, offset, or refuse a payout where it reasonably suspects fraud, chargeback risk, identity issues, sanctions exposure, or breach of these Terms.
  • (d) Unclaimed balances inactive for [12] consecutive months may be forfeited to the extent permitted by applicable law, after reasonable notice to the Creator.
  • (e) Creators are responsible for ensuring their payout details (bank, mobile money, wallet) are accurate. RunAds is not liable for losses caused by incorrect details supplied by the Creator.

6.5 Exclusivity & off-platform dealings

Creators introduced to an Advertiser through the Platform must transact for that brief through the Platform. Circumventing RunAds to deal directly with an Advertiser for a brief sourced via the Platform within [12] months of introduction is a material breach and may give rise to liquidated damages equal to the contract value plus RunAds' standard service fee.

7. Advertiser Terms

7.1 Campaign content & responsibility

  • (a) Advertisers are solely responsible for the legality, accuracy, safety, and regulatory compliance of their brand, products, services, claims, creative, landing pages, and any data collected from end-users.
  • (b) Advertisers must hold all licences, approvals, and clearances required to advertise the relevant product or service in each market (including, where applicable, NAFDAC, CBN, SEC Nigeria, NCC, ARCON, GDPR, CCPA, and equivalents).
  • (c) Advertisers grant Creators a limited, non-exclusive licence to use the brand assets supplied to the extent necessary to perform the brief; all other rights are reserved.

7.2 Funding, fees & taxes

  • (a) Campaigns must be pre-funded. Funds paid by the advertiser are used to settle the creators.
  • (b) RunAds service fees, take-rates, performance fees, and any payment-processor pass-through fees are disclosed in-product and may be updated on prospective notice.
  • (c) All amounts are exclusive of taxes unless stated. Advertisers are responsible for any withholding, VAT, sales, or digital-services tax that applies to them.
  • (d) Creator payout balances are not deposits, are not interest-bearing, are not transferable, are not insured, and are denominated in [Naira] unless otherwise stated.

7.3 Refunds, chargebacks & cancellations

  • (a) Spent campaign budget is non-refundable once a Creator has produced or distributed qualifying content in reliance on the brief.
  • (b) Unspent budget is refundable to the original payment method, less any irrecoverable processor fees, on written request to support@runadsng.com.
  • (c) Chargebacks and reversals initiated outside the Platform may result in immediate account suspension, recovery of paid-out amounts from the Advertiser, and referral for collection.
  • (d) Advertisers must not initiate chargebacks for delivered services without first using the in-Platform dispute process.

7.4 Brand safety & rejection

Advertisers may reject submissions only on the grounds and within the windows defined in the Platform. Unreasonable, late, or pretextual rejections may be overridden by RunAds and the affected Creators paid.

7.5 Use of performance data

RunAds may use aggregated, de-identified campaign performance data to improve the Platform, train models, benchmark performance, and produce industry reports, without identifying the Advertiser or its end-users.

8. Intellectual Property

8.1 RunAds IP. The Platform, its software, designs, models, trademarks (including "RunAds" and the RunAds logo), documentation, and all derivatives are owned by RunAds or its licensors and are protected by Nigerian and international intellectual-property laws. Except for the limited rights expressly granted, no rights are transferred. 8.2 User Content licence. You retain ownership of Content you submit. You grant RunAds a worldwide, royalty-free, sub-licensable, transferable licence to host, store, reproduce, adapt, transmit, display, perform, and distribute your Content to operate, secure, promote, and improve the Platform and to deliver the campaigns you participate in. This licence survives termination to the extent necessary for legal, archival, and anti-fraud purposes. 8.3 Marketing rights. You grant RunAds the right to identify you as a customer or creator and to use your name, logo, handle, and example campaign output in case studies, marketing, investor materials, and the Platform's public surfaces, unless you opt out in writing. 8.4 Feedback. Any suggestions or feedback you provide may be used by RunAds without restriction and without compensation. 8.5 DMCA / IP complaints. Send infringement notices to support@runadsng.com with the information required by 17 U.S.C. §512(c)(3) and equivalent Nigerian copyright procedures. We will respond to valid notices and may remove content and terminate repeat infringers.

9. Third-Party Platforms

9.1 The Platform interoperates with TikTok, Instagram, WhatsApp, X, Facebook, payment processors, identity providers, and other third-party services. Your use of those services is governed by their own terms; RunAds is not responsible for them. 9.2 You must comply with each Supported Channel's terms, community guidelines, advertising and disclosure policies. Action taken by a Supported Channel (suspension, removal, demonetisation) is not a breach by RunAds.

10. Privacy & Data Protection

10.1 Our Privacy Policy describes how we collect and process personal data and is incorporated by reference. 10.2 RunAds complies with the Nigeria Data Protection Act 2023 (NDPA) and, where applicable, the EU/UK GDPR, the California Consumer Privacy Act (CCPA/CPRA), and other relevant data-protection laws. 10.3 Where an Advertiser determines purposes and means of processing end-user personal data via the Platform, the parties will enter into a data-processing addendum on RunAds' standard form on request. 10.4 You must not upload sensitive personal data (e.g. biometric, health, government IDs of third parties, children's data) to the Platform except via channels explicitly designated for that purpose.

11. Fees, Taxes & Payment Processors

11.1 RunAds may use third-party payment processors (e.g. Paystack and others) to receive, hold, convert, and disburse funds. By using the Platform you also agree to the relevant processor's terms. 11.2 You are responsible for any taxes, levies, duties, and statutory contributions arising from your activity on the Platform, including Nigerian VAT, withholding tax, personal income tax, corporate income tax, and any cross-border equivalents. 11.3 RunAds may withhold or remit taxes where required by law and may request tax forms or certificates (e.g. TIN, VAT registration, W-8/W-9 equivalents).

12. Suspension, Termination & Recovery

12.1 RunAds may suspend, restrict, throttle, demote, unpublish, or terminate access to all or part of the Platform, with or without notice, where it reasonably believes a user has breached the Agreement, created legal, security, financial, or reputational risk, or where required by law or a regulator. 12.2 On termination, (a) outstanding undisputed Creator balances meeting payout thresholds will be released after standard verification and any applicable hold; (b) unspent, undisputed Advertiser balances will be refunded less irrecoverable fees; (c) Sections that by their nature should survive (including IP, indemnity, limitation of liability, dispute resolution, taxes, confidentiality, and accrued obligations) will survive. 12.3 RunAds may recover overpayments, fraudulent payouts, charge-backs, and amounts owed by debit of wallet balance, set-off against future payouts, or legal action, and may share information with law-enforcement, payment processors, and credit-reference agencies as permitted by law.

13. Disclaimers

13.1 The Platform is provided "as is" and "as available" without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, uninterrupted operation, or freedom from error or malicious code, to the maximum extent permitted by law. 13.2 RunAds does not warrant any specific business outcome, audience growth, conversion rate, revenue, ranking, brand-safety result, or that the Platform will be free from downtime, data loss, or third-party action. 13.3 Statistics, forecasts, and benchmarks shown in the Platform are estimates for planning only and do not constitute commitments.

14. Limitation of Liability

14.1 To the maximum extent permitted by law, in no event will RunAds, its affiliates, officers, directors, employees, contractors, agents, suppliers, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, opportunity, data, content, audience, or anticipated savings, arising out of or related to the Agreement or the Platform, whether in contract, tort (including negligence), statute, or otherwise, even if advised of the possibility of such damages. 14.2 RunAds' aggregate liability arising out of or related to the Agreement or the Platform in any twelve-month period will not exceed the greater of (a) the total fees actually paid by you to RunAds (net of payouts and pass-through amounts) in the six (6) months preceding the event giving rise to the claim, or (b) USD 100 (or its Naira equivalent). 14.3 Nothing in the Agreement excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, or for fraud.

15. Indemnity

You will defend, indemnify and hold harmless RunAds, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or related to: (a) your Content, campaigns, products, services, brand, or end-user data; (b) your breach of the Agreement, applicable law, third-party rights, or Supported-Channel terms; (c) your tax, employment, or regulatory obligations; (d) any chargeback, reversal, or fraud associated with your account; or (e) your gross negligence, fraud, or wilful misconduct.

16. Confidentiality

Each party will protect the other's non-public information disclosed in connection with the Agreement using at least the standard of care it uses for its own confidential information (and no less than reasonable care), and will use it only to perform the Agreement. This obligation survives termination for three (3) years, and indefinitely for trade secrets.

17. Force Majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic, fire, flood, internet, power or telecommunications outages, cyber-attacks, sanctions, currency controls, regulatory action, or third-party platform outages.

18. Governing Law, Jurisdiction & Dispute Resolution

18.1 The Agreement is governed by the laws of the Federal Republic of Nigeria, without regard to conflict-of-laws rules. 18.2 The parties will first attempt to resolve any dispute by good-faith negotiation between authorised representatives for thirty (30) days from written notice. 18.3 Unresolved disputes will be finally resolved by arbitration under the Arbitration and Mediation Act 2023 of Nigeria, administered by the Lagos Court of Arbitration (LCA), seat Lagos, Nigeria, language English, before a sole arbitrator appointed under the LCA Rules. The award is final and binding and may be enforced internationally under the New York Convention 1958. 18.4 Notwithstanding the above, RunAds may seek urgent injunctive or equitable relief in any court of competent jurisdiction, including in Nigeria or in the user's domicile, to protect its IP, confidential information, security, or to recover funds. 18.5 Claims must be brought on an individual basis. Class actions, collective arbitrations, and representative proceedings are waived to the maximum extent permitted by law. 18.6 Any claim must be brought within one (1) year of the event giving rise to it, or be permanently barred, except where applicable law prohibits such limitation.

19. International Users & Export Controls

19.1 The Platform is operated from Nigeria. By accessing it from elsewhere, you accept responsibility for compliance with your local law. 19.2 You represent that you, your beneficial owners, and your end-users are not located in, ordinarily resident in, or controlled by a country or person subject to comprehensive sanctions by Nigeria, the UN, the US, the UK, or the EU, and that you will not use the Platform in violation of export-control or sanctions laws.

20. Changes to the Terms

20.1 RunAds may update these Terms at any time. Material changes will be notified via the Platform or by email at least seven (7) days before they take effect, except where a shorter period is required for legal, security, or regulatory reasons. 20.2 Continued use of the Platform after the effective date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Platform and may close your account.

21. Miscellaneous

  • Entire agreement. The Agreement is the entire agreement between the parties and supersedes prior agreements on its subject matter.
  • Severability. If any provision is held invalid, the remainder will continue in effect and the invalid provision will be modified to the minimum extent needed for validity.
  • No waiver. Failure to enforce a provision is not a waiver of future enforcement.
  • Assignment. You may not assign the Agreement without RunAds' prior written consent. RunAds may assign freely, including in connection with a merger, acquisition, or sale of assets.
  • Notices. Notices to RunAds must be sent to support@runadsng.com, with a copy to RunAds Technologies & Media Ltd, 736 Daniel Gemana Cl, 7th Ave Gwarinpa, FCT Abuja, Nigeria. Notices to users may be sent in-Platform or to the email on file.
  • Relationship. The parties are independent contractors.
  • Headings. Headings are for convenience only and do not affect interpretation.
  • Language. The English version of these Terms controls over any translation.

22. Contact

RunAds Technologies & Media Ltd Email: support@runadsng.com Phone: +234 704 111 0190 Careers: career@runadsng.com Registered office: 736 Daniel Gemana Cl, 7th Ave Gwarinpa, FCT Abuja, Nigeria

End of draft — awaiting your review and approval before publication.