Drop Station Inc. d/b/a Station and SpotsNow ("SpotsNow," "we," "us," or "our") is committed to protecting your privacy and maintaining trust in our platform. SpotsNow is a publisherâadvertiser marketplace that allows podcasts, video creators, and other media owners ("Publishers") to list open or discounted ad inventory ("Spots") and allows brands, agencies, and advertisers ("Brands") to discover, request, and purchase those Spots through our website, APIs, and related tools (collectively, the "Service").
SpotsNow is a marketplace and technology platform that enables creators, publishers, and media networks (including, without limitation, podcasts, video creators, YouTube channels, and other digital media properties) ("Publishers") to list available advertising inventory, and enables brands and agencies ("Advertisers") to discover, request, and coordinate advertising placements. SpotsNow facilitates introductions, workflows, inventory discovery, and payment processing (where applicable), but does not itself sell advertising, produce creative, or guarantee campaign performance.
With the Service, creators and publishers may list individual shows, channels, series, or bundled inventory, including discounted or time-sensitive availability, and may specify targeting criteria such as audience demographics, content categories, formats, and geographic relevance.
SpotsNow acts solely as a facilitator and marketplace. Except as expressly stated in these Terms, SpotsNow is not a party to insertion orders, advertising agreements, or other contracts entered into between Publishers and Advertisers, and does not assume responsibility for campaign execution, ad delivery, billing between agencies and publishers, or performance outcomes.
Certain features of the Service may be subject to additional guidelines, terms, or rules ("Supplemental Terms"), which will be displayed in connection with such features. All such Supplemental Terms are incorporated by reference into these Terms. If these Terms conflict with any Supplemental Terms, the Supplemental Terms control solely with respect to the applicable feature.
For purposes of these Terms, "user," "you," and "your" means you as a user of the Service. If you use the Service on behalf of a company or other entity, "you" includes both you and that entity, and you represent and warrant that you are authorized to bind the entity to these Terms.
Use of certain monetization, advertising, or marketplace features may require acceptance of additional agreements, including without limitation the SpotsNow Creator Sponsorship Agreement, the SpotsNow Brand Representative Agreement, or other program- or transaction-specific terms. Those agreements supplement these Terms and govern specific commercial, payment, and relationship structures.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION AND AFFECT YOUR LEGAL RIGHTS. AS OUTLINED IN SECTION 21 BELOW, THEY INCLUDE A MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER WHICH (WITH LIMITED EXCEPTIONS) REQUIRE ANY DISPUTES BETWEEN US TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN BY A JUDGE OR JURY IN COURT. BY CLICKING TO ACCEPT AND/OR USING OUR SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.
By submitting data through the Service, you expressly consent to the collection, use, and disclosure of your personal data in accordance with our Privacy Policy and, where applicable, our Data Processing Agreement ("DPA"). The DPA governs the processing of Personal Data by Drop Station in connection with the SpotsNow platform and describes the circumstances in which Drop Station acts as a Data Controller, Data Processor, or independent Controller.
By accessing or using the Service, you agree to be bound by these Terms and all incorporated policies, including the Privacy Policy.
SpotsNow operates solely as a marketplace and technology platform that facilitates the discovery of advertising inventory, campaign reservation workflows, communications, and payment processing between advertisers, brands, agencies ("Buyers") and creators, publishers, or media networks ("Publishers").
SpotsNow's role is similar to that of other advertising marketplaces and payment facilitators, and is intended to streamline campaign execution without altering the underlying BuyerâPublisher relationship.
SpotsNow is not a party to any insertion order, advertising agreement, sponsorship agreement, or other contract entered into between a Buyer and a Publisher, whether such agreement is executed through the Service, outside the Service, or both. SpotsNow does not act as an agent, broker, representative, partner, or fiduciary of any Buyer or Publisher.
All commercial, creative, and legal terms governing an advertising campaign â including, without limitation, campaign scope, delivery obligations, creative approvals, usage rights, likeness or publicity rights, exclusivity, performance metrics, cancellation terms, make-goods, additional compensation, and change orders â are agreed solely between the Buyer and the Publisher and are the responsibility of those parties alone.
Buyers and Publishers may enter into separate insertion orders, side letters, amendments, change orders, or other written agreements directly between themselves. Any such agreement applies only between the Buyer and the Publisher and does not bind SpotsNow, expand or reduce SpotsNow's obligations, or modify these Terms unless expressly stated by SpotsNow in writing. SpotsNow does not review, administer, enforce, invoice, collect, disburse, or resolve disputes arising from any such external agreement.
SpotsNow's role is limited to facilitating platform workflows, including campaign reservation, approval flows, communications, and payment processing in accordance with the Service's stated processes. Payment authorization, reservation, capture, refund, or release through the Service does not constitute confirmation of campaign delivery unless and until all applicable platform conditions are satisfied.
SpotsNow does not guarantee campaign performance, delivery outcomes, advertiser results, audience reach, or publisher compliance, and disclaims all responsibility for disputes between Buyers and Publishers relating to advertising campaigns, including disputes regarding delivery, performance, creative content, usage rights, likeness rights, payment terms, refunds, or additional compensation.
Communications exchanged between Buyers and Publishers through the Service, including messages, files, or discussions, do not by themselves create, modify, or amend contractual rights or obligations unless reflected in an executed agreement between those parties or expressly incorporated into the applicable campaign details displayed in the Service.
For certain Campaigns, Buyers and Publishers may elect to use the SpotsNow Standard Insertion Order, which sets forth standardized commercial and creative terms governing those Campaigns. Where applicable, the Standard Insertion Order is accepted electronically by the Buyer and Publisher through the Platform and governs only the relationship between those parties for the applicable Campaign. The current version of the SpotsNow Standard Insertion Order is available at spotsnow.io/insertion-order-terms.
Drop Station reserves the right to change or modify these Terms at any time and in our sole discretion. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Service or updating the "Last Updated" date at the beginning of these Terms. By continuing to access or use the Service after such changes become effective, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference effective as of the date these Terms are updated. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Service.
The Service is a marketplace and technology platform operated by SpotsNow that enables Publishers to list available advertising inventory and enables Advertisers to discover, request, and coordinate advertising placements.
Publishers may list individual shows, channels, series, or bundled inventory on the Service, including discounted, surplus, or time-sensitive placements that are not otherwise filled. Listings may include pricing, formats, ad units, placement types, creative requirements, flight dates, audience demographics, geographic relevance, and other information reasonably requested by the Service.
Publishers control the availability, pricing, and visibility of their listings and may choose to make listings visible to brands, agencies, specific agencies, or other permitted Advertisers. Publishers may modify, pause, or remove listings at any time prior to approving a placement request, either through the Service dashboard or by contacting SpotsNow support, subject to any placement requests already approved.
Advertisers may request advertising placements through the Service by submitting a placement request. All placement requests are subject to Publisher approval.
Advertisers may cancel any placement request that has not yet been approved. Publishers may approve or decline placement requests in their sole discretion, including for brand fit, timing, or availability.
Advertisers must submit required creative materials and tracking information by the deadline associated with the requested placement, as displayed in the Service.
If required creative or tracking is not submitted by the applicable deadline, the placement request will be automatically cancelled without further action by SpotsNow or the Publisher. This cancellation is intended to protect production timelines and inventory availability.
If a Publisher does not approve a placement request by the listing's expiration or decision deadline, the request may expire or be automatically cancelled.
If a placement request is not approved, expires, or is cancelled prior to approval, any authorized payment will be voided or refunded in accordance with these Terms.
SpotsNow does not control, guarantee, or supervise the execution of advertising campaigns. Publishers are solely responsible for running approved advertisements in accordance with the applicable insertion order or advertising agreement between the Publisher and Advertiser.
All negotiations, campaign terms, insertion orders, creative approvals, flight dates, schedules, make-goods, performance obligations, and final fulfillment of advertising placements occur directly between the Publisher and the Advertiser. SpotsNow has no responsibility or liability for payment, performance, delivery, or disputes arising from those independent agreements, even if the placement originated through the Service.
Publishers and Advertisers acknowledge that SpotsNow serves as a marketplace facilitator and introduction service only and does not control the content of ad placements, creative materials, or campaign performance. Each party is solely responsible for its own contractual obligations, advertising practices, disclosures, and compliance with applicable consumer-protection, marketing, and regulatory requirements.
Brand Advertisers. When a brand requests a placement, payment may be authorized at the time of request but will only be charged after the Publisher approves the placement. Approved payments will be held by SpotsNow and released to the Publisher after the advertisement has run, subject to the payout timing described elsewhere in these Terms.
Agency Advertisers. Agencies may request placements on behalf of brands without payment being collected through the Service. In such cases, SpotsNow acts solely as an introduction and workflow facilitator, and payment and billing are handled directly between the agency and the Publisher outside of the Service.
SpotsNow may charge transaction or service fees in connection with certain brand placements, as described in Section 10. No fees are charged for agency-only introductions where no payment is processed through the Service.
Access to certain features of the Service, including listing inventory or requesting placements, may require account verification. Verification may include identity, business, ownership, or other checks reasonably required to protect the integrity of the marketplace.
SpotsNow may suspend, restrict, or remove access to the Service if it reasonably believes a user has violated these Terms, failed to meet submission deadlines, engaged in deceptive conduct, or otherwise poses risk to the marketplace or other users.
SpotsNow makes no representation or warranty that any listing will receive responses, inquiries, leads, bookings, or revenue. The Service provides tools for discovery and introductions only.
SpotsNow does not guarantee advertiser interest, campaign results, audience engagement, or placement outcomes, and does not assure that any Advertiser will secure specific inventory, pricing, or performance metrics.
In order to use certain features of the Service you will need to register for an account on the Service ("Account"). You must be 18 years old or otherwise capable of forming a binding contract to register for an Account. If you are at least 13 years old but under 18 years old, you may only use SpotsNow through a parent or guardian's Account and with their approval and oversight. That account holder is responsible for your actions using the Account. It is prohibited to use our Service if you are under 13 years old.
Certain features require verification. In order to list ad inventory as a Publisher, request or purchase placements as an Advertiser, or participate as an Agency, you may be required to complete account verification steps, which may include a verification call, identity and/or business verification, ownership verification for a show, channel, or network, and/or other documentation as we may reasonably request to protect the integrity of the marketplace.
To access monetization features (including listing ad inventory or purchasing placements), you must be at least 18 years old and successfully connect a valid Stripe Connect account. You acknowledge and agree that payouts are made exclusively through Stripe Connect, that Drop Station does not hold funds on your behalf, and that your use of Stripe Connect is subject to Stripe's own agreements and policies. For clarity, Agencies may access certain marketplace features without connecting Stripe Connect where the Service does not process payment for the Agency's requested placements, and billing occurs directly between the Agency and the Publisher outside the Service.
By creating an Account, you agree to (i) provide accurate, current, and complete Account information about yourself and/or your organization, (ii) maintain and promptly update your Account information as necessary, (iii) maintain the security of your password and accept all risks of unauthorized access to your Account and the information you provide to us, and (iv) immediately notify us if you discover or suspect any security breach related to the Service or your Account. You may not have more than one Account, and Drop Station reserves the right to block multiple Accounts of the same user.
You also represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Service. Without limiting the foregoing, by using the Service, you represent and warrant that:
(a)you are not located in a country that is subject to a U.S. Government embargo; and
(b)you have not been identified as a Specially Designated National or placed on any U.S. Government list of prohibited, sanctioned, or restricted parties.
If you access or use the Service outside the United States, you are solely responsible for ensuring that your access and use of the Service in such country, territory, or jurisdiction does not violate any applicable laws.
Drop Station may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of these Terms. In such cases, Drop Station, in its sole discretion, may disable your Account and block your ability to access the Service until such additional information and documents are processed. If you do not provide complete and accurate information in response to such a request, Drop Station may refuse to restore your access to the Service.
You agree that you will not (i) buy, sell, rent, or lease access to your Account without our written permission; (ii) register or attempt to register for a new Account without our written permission after your Account has been disabled or deleted by us; (iii) share your Account password with anyone; or (iv) log in or try to log in to access the Service through unauthorized third-party applications or clients.
Your access and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Service or other actions that Drop Station, in its sole discretion, may elect to take.
You may sign into the Service with or otherwise link your Account to a valid account that you hold through a compatible third-party service ("Third-Party Account") by allowing Drop Station to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of such Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Drop Station and/or grant Drop Station access to your Third-Party Account without breach of any applicable agreement and without obligating Drop Station to pay any fees or become subject to usage limitations imposed by such third-party service providers.
By granting Drop Station access to any Third-Party Accounts, you understand that Drop Station may access, make available, and store (if applicable) any information, data, text, software, messages, tags, and/or other materials accessible through the Service ("Content") that you have provided to and stored in your Third-Party Account, solely as permitted by the Service functionality and your permission settings.
PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND DROP STATION DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS.
Drop Station makes no effort to review any Content for any purpose, including but not limited to accuracy, legality, or non-infringement, and Drop Station is not responsible for any Content.
By creating an Account, you consent to receive electronic communications from Drop Station (e.g., via email, push notification, text messages, or other types of messages). These communications may include notices about your Account (e.g., transactional information) and are part of your relationship with us. We may also send you promotional communications via email that we think will be of interest to you. You understand that you are not required to provide this consent as a condition of using the Service and you may opt out of these communications through the Service or through your mobile deviceâs operating system (with the possible exception of important service announcements and administrative messages) by following the unsubscribe instructions provided.
By enabling monetization features on SpotsNow, you also consent to receive communications relating to payouts, commission statements, deal verifications, chargebacks, and tax reporting obligations. These communications are necessary to provide the Service and cannot be opted out of while such features remain active.
When you register for an Account, you hereby represent and warrant to Drop Station, its affiliates, and their respective representatives that:
Accuracy of Personal Information. All information provided to Drop Station and/or its third-party designees, including address and tax identification numbers, is accurate and complete. None of (i) you; (ii) any of your affiliates; (iii) any other person having a beneficial interest in you; or (iv) any person for whom you are acting as agent or nominee in connection with this Agreement is: (A) a country, territory, entity, or individual named on an OFAC list, or (B) a senior foreign political figure, or any immediate family member or close associate of a senior foreign political figure.
Certain features of the Service are paid services ("Paid Services"). This Section explains how fees and payments apply to Paid Services offered directly by SpotsNow, such as subscriptions, premium tools, or other platform features made available for purchase through the Service.
Fees for Paid Services will be disclosed to you prior to purchase. Paid Services remain in effect until canceled or terminated in accordance with these Terms. You may cancel Paid Services at any time through the Service. If payment for a Paid Service is not successfully processed when due, SpotsNow may suspend or terminate access to the applicable Paid Service.
For clarity, advertising placements, sponsorships, or inventory transactions between Publishers and Advertisers are not Paid Services under this Section and are governed separately under Section 10 (Pricing; Payments). SpotsNow acts solely as a marketplace facilitator for such transactions and is not a party to advertising agreements between Publishers and Advertisers.
Certain Paid Services may be offered on a recurring subscription basis. If you purchase a subscription, you authorize SpotsNow to automatically charge your selected payment method at the start of each renewal period unless you cancel before the renewal date. Subscription pricing and renewal terms will be disclosed at the time of purchase.
Except as required by applicable law or expressly stated at the time of purchase, fees paid for Paid Services are non-refundable, including for partially used subscription periods. Canceling a Paid Service stops future charges but does not entitle you to a refund for amounts already paid.
SpotsNow may change fees for Paid Services from time to time. Any changes will apply prospectively and will be communicated in advance through the Service or by other reasonable means. If you do not agree to a fee change, your sole remedy is to cancel the applicable Paid Service before the new fee takes effect.
Payments for Paid Services are processed through third-party payment processors, including Stripe. SpotsNow does not store full payment card information and is not a bank, money transmitter, or financial institution. Your use of third-party payment processors is subject to their applicable terms and privacy policies.
Fees for Paid Services do not include applicable taxes unless otherwise stated. You are responsible for any applicable taxes associated with your purchase of Paid Services, except where SpotsNow is legally required to collect and remit such taxes.
The Services include features that enable you to provide or sell advertising inventory to, or otherwise collect payments from, Brands and agencies ("Your eCommerce"). We're not a party to, and we aren't liable for, Your eCommerce. You're solely responsible for Your eCommerce and compliance with any laws or regulations related to it, including without limitation the following:
You're solely responsible for: (a) all Taxes and fees associated with Your eCommerce, including any Taxes related to the sale of advertising inventory through the Service; (b) collecting, reporting and remitting required Taxes to relevant authorities; (c) informing your Brands of required Taxes and providing them invoices as required by applicable law; and (d) registering for indirect Taxes (such as VAT or GST) where required. You also agree that any tax estimates, reports, or tools we provide are illustrative only and you may not rely on them for compliance. We do not provide tax advice.
You're solely responsible for fulfilling and delivering your advertising placements and any associated deliverables (creative proofs, air-checks, reports, etc.) to your Brands. SpotsNow does not guarantee delivery performance or campaign results and has no obligation to enforce fulfillment obligations between you and any Brand.
Drop Station has no responsibility for payment timing, campaign flighting, or any make-good obligations; those remain solely between the Publisher and the Brand.
You're solely responsible for any representations or warranties you make in connection with Your eCommerce and for any claims made by Brands against you. You warrant that all audience, pricing, and availability information you publish on the Service is accurate and not misleading. You further warrant that any content you distribute as an advertisement complies with applicable advertising, consumer-protection, and intellectual-property laws.
You're solely responsible for handling any comments, complaints, or refund requests related to Your eCommerce, including without limitation issues related to placements, campaign quality, or chargebacks. You agree to provide accurate and complete contact information on your profile so that Brands can submit comments or complaints directly to you. Drop Station may, at its sole discretion, assist in facilitating communication but has no obligation to resolve disputes.
In addition to these Terms, you agree to post and make clearly available any other terms, policies, or disclaimers required by applicable law or platform rules (for example, sponsorship-disclosure statements, advertising guidelines, or contest rules). You warrant that your conduct will comply with all applicable laws and regulations. Drop Station does not and will not provide legal advice regarding such terms or compliance.
You may not offer or sell any products or services which, in our sole discretion: (a) we consider hazardous, fraudulent, abusive, defamatory, or adverse to our interests or reputation; (b) are prohibited for advertising under law (e.g., illegal drugs, counterfeit goods, adult content, weapons, gambling unless lawful and pre-approved); or (c) otherwise fail to comply with any applicable laws or regulations. We may suspend or terminate Your eCommerce or Account without notice for violations.
SpotsNow acts solely as an intermediary that facilitates introductions between Publishers and Brands. Drop Station does not negotiate or execute advertising contracts on behalf of either party and does not guarantee that any introduction will result in a transaction.
When a Brand submits an inquiry or request through the platform, Drop Station transmits that lead to the Publisher.
By accepting or responding to a Brandâs inquiry, the Publisher acknowledges that Drop Station has fulfilled its introduction function and that any subsequent communications, negotiations, or agreements occur directly between the Publisher and the Brand.
Drop Station is not a party to any agreement between Publishers and Brands.
We do not participate in contract negotiation, billing, payment processing, campaign management, or make-goods between the parties.
Any commercial or legal obligations arising from a transaction are solely between the Publisher and the Brand.
To maintain platform quality and verify the effectiveness of introductions, Drop Station may monitor publicly available indicatorsâsuch as show listings, campaign announcements, or aggregated marketplace analyticsâto understand how users engage with the Service.
Such reviews are conducted only for quality assurance and service-improvement purposes and do not constitute verification or enforcement of any transaction.
Drop Station may modify, expand, or discontinue platform features, including analytics or introduction programs, upon reasonable notice.
Such modifications will apply prospectively and will not affect introductions or activities that have already occurred.
Certain features of the Service enable advertising placement requests and related transactions between Publishers and Advertisers (each, a "Marketplace Transaction"). Pricing, inventory availability, placement details, and acceptance criteria for Marketplace Transactions are determined solely by the applicable Publisher and displayed through the Service.
SpotsNow provides tools to facilitate discovery, requests, approvals, and payment workflows, but is not a party to advertising agreements between Publishers and Advertisers except as expressly described in this Section.
For purposes of this Section, 'Brand Advertiser' refers to an Advertiser that is not acting in an agency capacity.
When a Brand submits a placement request through the Service, SpotsNow will request payment authorization at the time of request. A Brand will not be charged unless and until the Publisher approves the placement.
Upon Publisher approval, the Brand's designated payment method will be charged in accordance with the approved listing terms.
For approved Brand Marketplace Transactions, SpotsNow collects and temporarily holds funds after payment is charged. Funds will be released to the Publisher after the applicable advertisement has run, typically within seven (7) days, subject to confirmation of delivery, applicable platform fees, refunds, chargebacks, tax withholding, or legal requirements.
SpotsNow does not advance funds and has no obligation to release funds until the applicable advertisement has run.
Agencies may request placements on behalf of brands without payment being collected through the Service. In such cases, SpotsNow acts solely as an introduction and workflow facilitator, and all invoicing, payment, settlement, refunds, and chargebacks occur directly between the Agency and the Publisher outside the Service.
SpotsNow has no responsibility or liability for payments, collections, or disputes arising from Agency Transactions.
For Brand Marketplace Transactions, SpotsNow charges a transaction or service fee equal to ten percent (10%) of the amount actually collected from the Brand only where the Brand has not advertised with the applicable Publisher or show within the preceding two (2) months.
The platform fee is charged to the Publisher and retained by SpotsNow, and may be inclusive of standard payment processing fees.
No platform fee is charged for:
Agency Transactions; or
Brand placements where the Brand has advertised with the applicable Publisher or show within the prior two (2) months.
Any applicable platform fees will be disclosed prior to completion of the transaction.
Except as expressly set forth in this Section for payment processing and fund handling, all commercial terms, including pricing, deliverables, campaign flights, schedules, make-goods, creative approvals, and performance obligations, are determined solely by the Publisher and the Advertiser.
Any resulting insertion order, advertising agreement, or campaign arrangement is a direct contract between the Publisher and the Advertiser. SpotsNow is not a party to, and assumes no responsibility for, the fulfillment or performance of such agreements.
SpotsNow does not guarantee that a Publisher will receive payment or that an Advertiser will complete payment outside the Service. SpotsNow is not responsible for non-payment, delayed payment, disputes, or chargebacks arising from agreements executed directly between Publishers and Advertisers, including where such agreements originate from introductions made through the Service.
If a placement request is not approved, expires, or is cancelled prior to approval, any payment authorization will be voided and the Brand will not be charged.
If a Brand Marketplace Transaction is approved but the applicable advertisement does not run, SpotsNow will refund the amount paid by the Brand in accordance with its refund policy, subject to applicable legal requirements and payment processor limitations.
Refunds will be issued to the original payment method used for the transaction. SpotsNow does not guarantee timing of refunds, which may depend on the payment processor and financial institution.
All payments processed through the Service are handled by third-party payment processors, including Stripe. SpotsNow is not a bank, money transmitter, or financial institution and does not store full payment card information.
Your use of payment processing services is subject to the applicable processor's terms, conditions, and privacy policies.
Prices and fees do not include applicable taxes unless otherwise stated. Publishers and Advertisers are solely responsible for determining, collecting, reporting, and remitting any applicable taxes arising from Marketplace Transactions.
Except as expressly described in this Section for Brand Marketplace Transactions, SpotsNow does not provide escrow services, trust services, or dispute-resolution services with respect to payments between Publishers and Advertisers. SpotsNow's role is limited to facilitating payment workflows where applicable, and SpotsNow does not assume responsibility for resolving disputes related to pricing, performance, delivery, refunds, chargebacks, or contractual disagreements between Publishers and Advertisers.
When SpotsNow introduces a Publisher and an Advertiser through the Service (including through a placement request, inquiry, message, or other communication initiated via the Service), SpotsNow has fulfilled its role as a marketplace facilitator and introduction service.
No Circumvention. You agree not to circumvent, bypass, or attempt to bypass the Service in bad faith for the purpose of avoiding applicable fees or obligations owed to SpotsNow in connection with an introduction made through the Service. This includes, without limitation, completing or attempting to complete a substantially similar advertising placement or campaign directly with a counterparty introduced through the Service for the primary purpose of avoiding use of the Service.
Attribution Window. If, within sixty (60) days after an introduction through the Service, a Publisher and an Advertiser enter into a commercial advertising relationship or execute a placement or campaign that is substantially similar to one initiated through the Service, SpotsNow may treat such transaction as having resulted from its introduction, and applicable fees may be deemed owed to SpotsNow in accordance with these Terms, unless the parties can reasonably demonstrate that the relationship existed independently of the Service prior to the introduction.
Fees; Account Adjustment. Where applicable fees are deemed owed under this section, SpotsNow may, at its discretion, reflect such amounts as a debit, credit, or balance owed on the applicable user's account, issue an invoice, offset such amounts against future payments, or otherwise seek payment through commercially reasonable means. SpotsNow is not obligated to pursue collection in every instance.
Account Consequences. A violation of this section may also result in restriction, suspension, or termination of access to the Service, in addition to any other remedies available under these Terms.
Permitted Conduct. Nothing in this section restricts a Publisher or Advertiser from declining a placement request, refusing to proceed with a campaign, or engaging in future advertising relationships that are unrelated to introductions made through the Service. This section is intended solely to prevent bad-faith circumvention and does not apply to pre-existing, independently established business relationships.
The Service, including its âlook and feelâ (e.g., text, graphics, images, logos, page headers, button icons, and scripts), proprietary content, information and other materials, and all content and other materials contained therein, including, without limitation, the SpotsNow and Drop Station logos and all designs, text, graphics, pictures, data, software, sound files, other files, and the selection and arrangement thereof are the proprietary property of Drop Station Inc. or our affiliates, licensors, or users, as applicable, and you agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates, licensors, and users, as applicable, reserve all rights in connection with the Service and its content, including, without limitation, the exclusive right to create derivative works.
Drop Stationâs and SpotsNowâs names, logos, trademarks, and any Drop Station or SpotsNow product or service names, designs, logos, and slogans are the intellectual property of Drop Station or our affiliates or licensors and may not be copied, imitated or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other âhidden textâ utilizing âDrop Station,â âSpotsNow,â or any other name, trademark or product or service name of Drop Station or our affiliates or licensors without our prior written permission. In addition, the âlook and feelâ of the Service constitutes the service mark, trademark or trade dress of Drop Station and may not be copied, imitated or used, in whole or in part, without our prior written permission.
We always encourage feedback and suggestions for improvements to the Service (âFeedbackâ). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title, or interest in the Service or in any such Feedback. You agree that Drop Station may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Drop Station any and all right, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
For clarity, nothing in these Terms transfers ownership of your original content to Drop Station or SpotsNow. As set out in the Publisher Commission Agreement, you retain ownership of your content and listings, subject only to the limited license granted to Drop Station to host, distribute, and display it (including listing content and advertising materials you submit to the platform). Similarly, all Brand-supplied creative materials remain the property of the Brand. Drop Stationâs ownership rights extend only to the platform and its proprietary features.
You grant, and you represent and warrant that you have all rights necessary to grant, to Drop Station a worldwide, non-exclusive, sublicensable, royalty-free, transferable, limited license to use, modify, host, store, remove, publish, perform, reproduce, transmit, or display any content you submit or publish through the Service (including listings, logos, creative assets, and advertising examples) for the purpose of operating, improving, and marketing the Service. This license includes the right for us to make such content available to other users of the Service in accordance with your settings and the Serviceâs functionality.
Drop Station may use content in an aggregated or de-identified manner for analytics or marketing purposes, but not in a way that specifically identifies you without consent. Drop Station will not intentionally display your private content in a manner inconsistent with your Account settings or the published features of the Service.
You may not copy, modify, translate, reverse-engineer, decompile, or create derivative works based on any portion of the Service. Any unauthorized use of the Service terminates the license granted by Drop Station under these Terms.
During your use of the Service, either party may have access to non-public, confidential information of the other party ("Confidential Information"). You agree to maintain the confidentiality of Drop Station's Confidential Information and to use it only for the purpose of exercising rights or fulfilling obligations under these Terms. Confidential Information includes, but is not limited to, non-public technical data, trade secrets, financial information, business plans, and information about Brands or Publishers accessed through the Service. You may disclose Confidential Information only to employees and agents who have a need to know and who are bound by written confidentiality obligations no less restrictive than those set forth herein.
Information shall not be considered Confidential Information if it (i) is or becomes publicly available through no breach of this Agreement, (ii) was known by the receiving party prior to disclosure, (iii) is received from a third party without restriction on disclosure, or (iv) is independently developed without use of the disclosing party's Confidential Information. If you are required by law to disclose Confidential Information, you will provide prompt notice and cooperate to seek protective treatment.
Each party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages would be inadequate and that, in addition to any other remedies available at law or in equity, the disclosing party shall be entitled to seek injunctive relief to prevent any actual or threatened unauthorized use or disclosure.
All processing of personal data is subject to the SpotsNow Privacy Policy and, where applicable, the SpotsNow Data Processing Addendum (DPA). Drop Station acts as a Data Controller for its own platform operations and as a Data Processor when handling personal data on behalf of Publishers or Brands in connection with ad transactions. Publishers and Brands remain separate Data Controllers for their respective processing activities outside the platform and are responsible for ensuring their own compliance with applicable data-protection laws (GDPR, CCPA, and similar frameworks).
Drop Station respects the intellectual-property rights of others and expects the same of all users. If you believe that any content available on or through the Service infringes your copyright or trademark, please notify us in accordance with the Digital Millennium Copyright Act (âDMCAâ). Your notification must be in writing and include all of the information required by 17 U.S.C. § 512(c)(3):
A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
Identification of the copyrighted work or trademark claimed to have been infringed, or if multiple works are covered by a single notification, a representative list of such works;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Drop Station to locate the material;
Information reasonably sufficient to permit Drop Station to contact the complaining party, such as an address, telephone number, and email address;
A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent, or the law; and
A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Please send DMCA notices to:
DMCA Agent â Drop Station Inc.
Attn: Legal Department
Email: legal@dropstation.io
Address: 917 E 16th St, Chattanooga TN 37408, United States
Upon receipt of a valid notification, Drop Station will remove or disable access to the allegedly infringing material and take reasonable steps to notify the user who posted it. If we receive a counter-notification that complies with the DMCA, we may restore the material in accordance with the statute. We reserve the right to terminate accounts of repeat infringers.
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND DROP STATION TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER.
To the fullest extent permitted by applicable law, you and Drop Station agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Service (collectively, âDisputesâ), will be resolved solely through binding individual arbitration, except that each party retains the right to (i) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a partyâs copyrights, trademarks, trade secrets, patents, or other intellectual-property rights; and (ii) bring an individual action in small-claims court for Disputes within the scope of such courtâs jurisdiction.
Arbitration will be conducted by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect (except as modified by these Terms). Arbitration will be conducted in English in Chattanooga, Tennessee, unless the parties mutually agree otherwise. Tennessee law will govern these Terms and the arbitration, without regard to its conflicts-of-law principles.
YOU AND DROP STATION AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding.
Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules. Drop Station will not seek attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
You may opt out of arbitration within 30 days of accepting these Terms by sending a written notice to Drop Station at legal@dropstation.io with the subject line "Arbitration Opt-Out" and providing your full name and email address used for your Account.
If this arbitration agreement is found to be unenforceable or if it does not apply to a particular Dispute, you agree that the Dispute will be resolved exclusively in the state or federal courts located in Chattanooga, Tennessee, and you and Drop Station consent to personal jurisdiction and venue there.
By using the Service, you grant Drop Station a limited right to identify you as a user of the Service and to use your public name, logo, or brand in marketing materials or communications identifying SpotsNow participants. You may opt out of such publicity by notifying us in writing at legal@dropstation.io.
SpotsNow is offered as an introduction and discovery platform only. Drop Station does not participate in, guarantee, or assume liability for any advertising contracts, payments, campaign flights, schedules, make-goods, or other performance obligations between Publishers and Brands. Each party is solely responsible for its own agreements and obligations.
TO THE FULLEST EXTENT PERMITTED BY LAW, DROP STATION AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL DROP STATION'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US $100) OR (B) THE TOTAL AMOUNT OF COMMISSIONS AND FEES PAID BY YOU TO DROP STATION IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU IN SUCH JURISDICTIONS.
You agree to defend, indemnify, and hold harmless Drop Station and its officers, directors, employees, affiliates, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneysâ fees) arising out of or relating to (a) your use of the Service; (b) your breach of these Terms; (c) any content you post or submit; or (d) any contract, transaction, or dispute between you and another user (including any Brand or Publisher).
You may terminate your Account at any time by emailing support@spotsnow.io or by using the account-closure function (if available). Upon termination, you must immediately stop using the Service. Any obligations that by their nature should survive (including payment of commissions, confidentiality, intellectual-property, limitation-of-liability, arbitration, and indemnification obligations) shall survive termination. If you cancel a Paid Service before the end of a billing cycle, cancellation will take effect at the end of the current cycle and you will not receive a refund except where required by law. If optional paid features are introduced in the future, their specific cancellation and refund terms will be disclosed at the time of purchase.
Drop Station may suspend or terminate your Account or access to the Service at any time, with or without notice, if we believe that: (a) you have breached these Terms or any incorporated agreements (including the Publisher Commission Agreement); (b) your use of the Service creates risk or potential legal exposure for us; (c) we are required to do so by law; or (d) you fail to pay any applicable fees. We may also disable or delete Accounts that have been inactive for twelve (12) months or more.
If we terminate your Account for cause, you will remain responsible for all amounts owed and for any obligations accrued prior to termination. We reserve the right to refuse re-registration to anyone whose Account has been terminated for violation of these Terms.
Upon termination for any reason: (a) your right to use the Service ceases immediately; (b) we may delete or deactivate your Account and all related information; and (c) Drop Station has no further obligation to either party in connection with any BrandâPublisher transaction or contract, as those remain independent agreements between the users. Drop Station is not liable to you or any third party for termination of your access to the Service.
We may provide notices to you by email, by posting them within the Service, or by other reasonable means. Notices will be deemed given when sent or posted, unless a different time is required by law. It is your responsibility to maintain a current email address in your Account profile so that we can contact you.
If you are a Publisher or Brand, all notices, requests, and legal communications to Drop Station must be sent to:
Drop Station Inc. d/b/a Station and SpotsNow
Attn: Legal Department
Email: legal@dropstation.io
Address: 917 E 16th St, Chattanooga TN 37408, United States
You agree that all electronic communications satisfy any legal requirement that such communications be in writing.
These Terms and any Dispute between you and Drop Station are governed by and construed in accordance with the laws of the State of Tennessee, U.S.A., without regard to its conflict-of-laws principles, except where otherwise required by applicable law.
These Terms, together with any Supplemental Terms, the SpotsNow Privacy Policy, and the SpotsNow Data Processing Addendum, constitute the entire agreement between you and Drop Station regarding your use of the Service and supersede all prior agreements, understandings, or communications, whether written or oral, relating to the subject matter hereof. No additional or separate commission, payout, or service agreement applies to SpotsNow unless explicitly introduced in the future with advance notice to users.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.
No waiver by Drop Station of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Drop Station to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
You may not assign or transfer these Terms without the prior written consent of Drop Station. Any attempted assignment without such consent is void. Drop Station may assign these Terms freely to any affiliate or successor entity in connection with a merger, acquisition, corporate reorganization, or sale of assets. These Terms shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
Drop Station shall not be liable or deemed in default for any delay or failure in performance resulting directly or indirectly from any cause beyond its reasonable control, including acts of God, natural disasters, pandemics, labor disputes, governmental actions, internet or telecommunications outages, or failures of third-party service providers.
Nothing in these Terms creates any partnership, joint venture, employment, agency, fiduciary, or brokerage relationship between you and Drop Station. Each party acts as an independent contractor. Drop Station's role is limited to facilitating introductions and providing communication tools; it does not represent or act on behalf of Publishers or Brands in any transaction. You may not make representations, warranties, or commitments on behalf of Drop Station.
Headings are for convenience only and shall not affect interpretation. Words importing the singular include the plural and vice versa. The words "include" and "including" mean "including without limitation."
All provisions of these Terms that by their nature should survive termination shall survive termination of your access to or use of the Service, including, without limitation: Sections 7 (Fees and Payment Processing), 8 (eCommerce Responsibilities), 9 (Brand Introductions), 10 (Payments and Transactions), 11 (Anti-Circumvention), 12 (Ownership), 13 (License to Our Service and Content), 14 (Confidentiality and Data Protection), 15 (Intellectual Property of Others and DMCA Policy), 16 (Dispute Resolution and Arbitration), 17 (Publicity and Limitation of Liability), 18 (Termination and Account Closure), 20 (Governing Law and General Provisions), and this Section 21.
Upon termination of your Account, you remain responsible for all fees, commissions, or taxes incurred through the date of termination, and for any other obligations expressly set forth to survive termination hereunder.
If you have any questions, complaints, or claims with respect to the Service, or if you wish to provide notice under these Terms, you may contact us at:
Drop Station Inc. d/b/a Station and SpotsNow
Attn: Legal Department
Email: legal@dropstation.io
Address: 917 E 16th St, Chattanooga TN 37408, United States
Support inquiries regarding billing, platform access, or listings should be sent to support@spotsnow.io.
We strive to respond to legal notices within ten (10) business days and to support requests within a reasonable timeframe.
By clicking "Accept," creating an Account, or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and all incorporated policies, including the SpotsNow Privacy Policy and the SpotsNow Data Processing Addendum. You further acknowledge and agree that Drop Station provides the SpotsNow Service solely as an introduction and communication platform and is not a party to, nor responsible for, any payment, performance, or contract between Publishers and Brands. If you do not agree, you must not use the Service.
