B2B Advertising Service Agreement

Effective April 4, 2026  ·  EDFY LLC, Puerto Rico (Act 60-2019)  ·  All rights reserved.

1. Parties & Scope

This B2B Advertising Service Agreement ("Agreement") is entered into between EDFY LLC, a limited liability company organized under Puerto Rico Act 60-2019 (Export Services) ("EDFY"), and any business entity, individual, or organization ("Advertiser") that registers an account on the EDFY Sponsor Portal and purchases advertising impression credits.

This Agreement governs exclusively the purchase and delivery of advertising impressions on the EDFY platform. It does not apply to EDFY user accounts, creator earnings, or Vault Academy subscriptions, which are governed by separate agreements.

2. The EDFY Advertising Platform

EDFY operates a proprietary, AI-powered social media platform exclusively for positive, family-friendly content. EDFY's advertising system injects approved sponsor content directly into the EDFY user Network Feed alongside organic creator content.

What Advertisers are purchasing: Advertiser purchases the right to have their approved creative assets displayed ("served") to EDFY users as sponsored posts within the EDFY mobile application. EDFY guarantees delivery of paid impressions subject to available inventory and campaign targeting settings.

• Ad formats: Video (MP4, MOV, WebM — up to 30 seconds) and static/animated images (JPG, PNG, GIF, WebP)
• Video ads 15 seconds or under qualify as Quick Hit™ ads with 20% additional feed priority at no extra cost
• All ads are clearly labeled "Sponsored" in the EDFY feed at all times
• Advertiser may link ads to an external website, booking page, or landing page via a Call-to-Action button
• Ads are served based on category targeting and keyword matching selected by the Advertiser

3. Ad Placement by User Gem Tier — Important Disclosure

User Tier	Network Feed Ads	Vault Academy Ads	Notes
Free users (no Gem)	✓ Yes — full delivery	✓ Yes — pre-roll & mid-roll	Largest audience segment. Ads appear in both the Network Feed and Vault Academy course player.
Silver Gem ($14.99/mo)	✓ Yes — full delivery	✓ Yes — pre-roll & mid-roll	Silver Gem adds biometric login and a badge. No change to ad visibility. Your ads reach Silver members the same as free users.
Gold Gem ($19.99/mo)	✓ Yes — full delivery	✗ No — ad-free Vault Academy	Gold Gem is a premium tier. Members enjoy an ad-free Vault Academy experience. Your Network Feed ads still reach Gold Gem members at full delivery. Vault Academy ads (pre-roll/mid-roll) are not served to Gold Gem members.

4. How the Algorithm & Impressions Work

Impression-Based Delivery: EDFY uses a strict impression-based pricing model. One (1) impression = one (1) verified display of the Advertiser's creative to a unique EDFY user in the active feed. Impressions are counted only when the ad is actively visible on screen.

AI-Powered Ad Injection: EDFY's proprietary algorithm determines when and to whom ads are served based on: (a) user category interests, (b) keyword targeting configured by Advertiser, (c) available impression inventory, and (d) Advertiser's Gold Gem tier level (Premium and Max subscribers receive priority placement multipliers of 2× and 4× respectively).

Keyword Targeting — Gold Gem Engine: Advertiser may specify up to 20 keywords. When EDFY users search for matching terms, the Advertiser's ad receives priority placement at position #1 in search results. Keywords are matched against user searches in real time.

Impression Reporting: Real-time impression counts, click-through data, and campaign performance metrics are available in the Advertiser's dashboard within 60 minutes of delivery. Monthly reports are available for download in PDF or CSV format.

• Impressions are tracked server-side — not subject to ad-blocker interference
• Click-through taps on the CTA button are tracked and reported separately from impressions
• No personal user data (names, emails, or account details) is ever shared with Advertisers
• Only aggregate, anonymous impression and click metrics are reported
• Campaign pacing is even — impressions are distributed throughout the campaign duration, not front-loaded
• Vault Academy ad impressions (pre-roll and mid-roll) are served to free and Silver Gem users only
• Network Feed impressions are served to all users regardless of Gem tier

5. Family-Friendly Content Standards (MANDATORY)

Ads MUST be:

• 100% family-friendly and appropriate for viewers aged 13 and older, including teens
• Truthful, accurate, and not misleading — all claims must be substantiated
• Clearly representative of the Advertiser's actual product or service
• Positive in tone — uplifting, informative, or entertaining
• Compliant with all applicable US Federal Trade Commission (FTC) advertising guidelines
• Free of trademarked third-party content unless Advertiser holds a valid license

Ads MUST NOT contain:

• Violence, gore, threats, or content promoting harm to any person or group
• Hate speech or discrimination targeting race, religion, gender, nationality, or any protected class
• Adult content, nudity, or sexually suggestive material of any kind
• Profanity, offensive language, or coded negative messaging
• Advertising for alcohol, tobacco, e-cigarettes, firearms, gambling, cannabis, or controlled substances
• Political campaign advertising, candidate endorsements, or political party promotions
• Cryptocurrency, NFT, or speculative financial instrument promotions
• Multi-level marketing (MLM) or pyramid scheme content
• Misleading health claims, unverified medical advice, or unapproved supplements
• Fake urgency, countdown timers, or psychological manipulation tactics
• Content that is deceptive, fraudulent, or designed to mislead EDFY users

6. Advertiser Content Ownership & IP Warranties

Advertiser represents, warrants, and covenants that:

• Advertiser is the legal owner of, or holds a valid license to use, all creative assets submitted — including video footage, photos, music, logos, trademarks, and written copy
• Creative assets do not infringe any third-party intellectual property rights, including copyright, trademark, trade dress, right of publicity, or privacy rights
• All required permissions, releases, and clearances have been obtained for any person, place, or property depicted in the ad
• The advertised product or service is legally offered in the jurisdictions where the ad will be served
• All testimonials, reviews, or endorsements depicted are genuine, substantiated, and compliant with FTC endorsement guidelines
• Advertiser's business is operated in compliance with all applicable local, state, and federal laws

EDFY does not claim ownership of Advertiser's creative assets. By submitting content, Advertiser grants EDFY a limited, non-exclusive, royalty-free license to display, serve, and reproduce the ad creative solely for delivering contracted advertising impressions.

7. AI Review & Campaign Approval

All submitted campaigns are reviewed by EDFY's proprietary AI moderation system before going live. EDFY reserves the sole and final right to approve or reject any advertising content.

• Approved campaigns begin serving impressions immediately after AI approval — typically within minutes
• Rejected campaigns receive a full credit refund to the Advertiser's account — no impressions are served before approval
• EDFY may pause or remove a running campaign if content is found to violate standards after initial approval
• Advertisers may resubmit revised content after a rejection without penalty

8. Payment Terms & Credit Policy

• Minimum purchase: $10.00 USD (approximately 1,000 impressions at base $10.00 CPM)
• All payments processed securely via Stripe, Inc. (PCI-DSS Level 1 compliant)
• EDFY does not store payment card information — all card data is tokenized and held by Stripe
• Purchased impression credits are non-refundable once a campaign is approved and impressions begin serving
• Credits for rejected campaigns (no impressions served) are refunded in full to the account balance
• Unused impression credits expire 12 months from the date of purchase
• Credits are non-transferable and may only be used within the Advertiser's account
• EDFY may issue a discretionary refund for verified technical failures preventing impression delivery
• Advertiser is responsible for all applicable taxes on credit purchases in their jurisdiction

9. Prohibited Advertisers

• Adult entertainment or sexually-oriented businesses
• Alcohol brands, breweries, distilleries, or alcohol delivery services
• Tobacco, vaping, or nicotine product companies
• Firearms, ammunition, or weapons dealers
• Gambling, sports betting, or lottery services
• Cannabis or controlled substance dispensaries (regardless of local legality)
• Political parties, political action committees (PACs), or political candidates
• Payday loan, predatory lending, or debt collection services
• Cryptocurrency exchanges, ICOs, or speculative investment platforms
• Multi-level marketing (MLM) or pyramid scheme organizations
• Any business operating in violation of applicable law

10. EDFY's Rights & Responsibilities

EDFY reserves the right to:

• Reject, pause, or remove any campaign at any time for content-policy violations
• Modify the advertising platform, pricing, or targeting options with 30 days' notice
• Suspend or terminate accounts that submit repeatedly non-compliant content
• Adjust impression delivery pacing to optimize user experience without reducing total contracted impressions
• Update these Terms with 30 days' notice — continued use constitutes acceptance

EDFY's responsibilities to Advertisers:

• Deliver contracted impressions within the campaign budget, subject to available inventory
• Provide accurate, real-time impression reporting in the Advertiser dashboard
• Review submitted campaigns promptly — typically within minutes
• Label all sponsored content clearly as "Sponsored" in the EDFY user feed
• Protect Advertiser account data and creative assets from unauthorized disclosure
• Clearly disclose how Gem tier affects ad delivery (see Section 3 above)

11. Limitation of Liability

EDFY's total liability to Advertiser for any claim shall not exceed the total amount of impression credits purchased by Advertiser in the 90 days preceding the claim. In no event shall EDFY be liable for indirect, incidental, consequential, or punitive damages, including lost profits or loss of business opportunity.

EDFY does not guarantee specific conversion rates, sales, bookings, or business outcomes. Impression delivery and click-through rates vary based on content quality, targeting accuracy, and platform inventory.

Advertiser acknowledges and accepts that Gold Gem subscribers receive an ad-free Vault Academy experience and that this reduces (but does not eliminate) the total addressable audience for Vault-specific ad placements. Network Feed impressions are unaffected by user Gem tier.

12. Term, Termination & Account Suspension

• This Agreement remains in effect while Advertiser maintains an active EDFY Sponsor Portal account
• Advertiser may terminate their account at any time — unused credits expire per Section 8
• EDFY may terminate Advertiser's account immediately for material breach, including repeated non-compliant content submissions
• Upon termination, remaining unused credits will be forfeited unless otherwise agreed in writing

13. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the Commonwealth of Puerto Rico and applicable United States Federal law, without regard to conflict-of-law principles.

Any dispute arising out of or related to this Agreement shall be resolved by binding arbitration administered by JAMS in San Juan, Puerto Rico, under the JAMS Streamlined Arbitration Rules. The arbitrator's decision shall be final and binding. The prevailing party shall be entitled to recover reasonable attorneys' fees and costs.