SpotsNow Terms of Service

4.1 Publisher Listings

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.

4.2 Placement Requests

Advertisers may request advertising placements through the Service by submitting a placement request. All placement requests are subject to Publisher approval, and no request is binding unless and until the Publisher affirmatively approves it.

Prior Quotes and Eligibility: If a Publisher has already provided an Advertiser with a written quote, proposal, or offer for the same show, placement type, or time period outside of the SpotsNow platform, any overlapping placement request submitted through the Service may be deemed ineligible for approval. Submission of a placement request through SpotsNow does not override, invalidate, or replace any prior written proposal, quote, or agreement between the Advertiser and the Publisher.

Publishers retain sole discretion to decline placement requests that overlap with existing proposals, negotiations, or commitments, regardless of pricing or availability displayed through the Service.

4.3 Creative Submission & Deadlines

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.

4.4 Approval, Expiration & Cancellation

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.

4.5 Campaign Execution Responsibility

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.

4.6 Payment Flow Distinctions

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.

4.7 Fees

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.

4.8 Verification & Marketplace Integrity

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.

4.9 No Guarantee of Demand or Results

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.

5.1 Account Registration

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.

5.2 Verification Requirements

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.

5.3 Monetization Features & Stripe Connect

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.

5.4 Account Information & Security

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.

5.5 Applicable Laws

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.

5.6 Regulatory Requests & Investigations

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.

5.7 Account Restrictions

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.

5.8 Service Availability

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.

5.9 Third-Party Accounts

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.

5.10 Content Responsibility

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.

7.1 Fees for Paid Services

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.

7.2 Distinction from Marketplace Transactions

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.

7.3 Subscription Renewals

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.

7.4 Refunds for Paid Services

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.

7.5 Fee Changes

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.

7.6 Third-Party Payment Processors

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.

7.7 Taxes

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.

8.1 Taxes

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.

8.2 Fulfillment and Delivery

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.

8.3 Claims and Warranties

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.

8.4 Customer Service

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.

8.5 Terms and Compliance

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.

8.6 Restricted Activities

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.

9.1 Introductions Between Users

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 Brand’s 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.

9.2 No Participation in Transactions

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.

9.3 Activity and Analytics

To maintain platform quality and verify the effectiveness of introductions, Drop Station may monitor publicly available indicators—such as show listings, campaign announcements, or aggregated marketplace analytics—to 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.

9.4 Program Updates

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.

10.1 Brand Advertiser Payment Authorization and Charges

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.

10.2 Holding and Release of Funds

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.

10.3 Agency Transactions

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.

10.4 Platform Fees

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.

10.5 Commercial Terms and Performance Responsibility

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.

10.6 Non-Payment; No Guarantee

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.

10.7 Refunds and Cancellations

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.

10.8 Payment Processors

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.

10.9 Taxes

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.

10.10 No Escrow; Limited Payment Role

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.

16.1 Agreement to Arbitrate

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, “Disputes”), 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 party’s 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 court’s jurisdiction.

16.2 Arbitration Rules and Governing Law

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.

16.3 Class Action Waiver

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.

16.4 Arbitration Costs

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.

16.5 Opt-Out

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.

16.6 Forum for Non-Arbitrable Disputes

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.

17.1 Publicity Rights

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.

17.2 Limitation of Liability

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.

17.3 Indemnification

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 attorneys’ 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).

18.1 Termination by You

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.

18.2 Termination by Drop Station

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; (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.

18.3 Effect of Termination

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 Brand–Publisher 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.

20.1 Governing Law

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.

20.2 Entire Agreement

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.

20.3 Severability

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.

20.4 No Waiver

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.

20.5 Assignment

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.

20.6 Force Majeure

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.

20.7 Relationship of the Parties

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.

20.8 Headings and Interpretation

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."