Advertising & Sponsored Products Terms of Use

Vendor Membership Value Built In

These are the terms for paid advertising and vendor memberships on UPMOS. Membership tiers come bundled with high-value tools – here’s the math. This summary is provided for convenience – the full agreement below is the legally binding text.

• Industry-low CPC. $0.25 average cost-per-click on Sponsored Products – a fraction of the $0.97 average on competing marketplaces.
• Premium membership ROI. Premium ($149/yr) includes 5 tools normally worth $1,140/yr (Analytics Pro, Store Customizer, Inventory Alerts, Coupon Engine, Social Auto-Post). That’s 7.7x ROI on tools alone.
• Enterprise membership ROI. Enterprise ($299/yr) includes 12 tools worth $3,828/yr – 12.8x ROI – plus access to ALL 13 ad zones, exclusive homepage section ads, same-day creative review, and Vendor API access.
• Two months free annually. Annual plans save the equivalent of 2+ months vs monthly billing.
• Free co-marketing exposure. Premium and Enterprise members get featured in UPMOS newsletters and social – free reach to the entire UPMOS buyer base.
• Quarterly business reviews. Higher tiers include scheduled check-ins with an account rep who reviews your data and recommends growth actions – free consulting.
• Prepaid credit bonuses. Loading $5,000 in advertising credits earns an additional $500 in free ad credit – 10% bonus on top.
• Reduced CPM floors. Higher membership tiers get reduced minimum CPM floors on auction placements – your bids stretch further.

Quick Navigation

• 1. Overview & Purpose
• 2. Definitions & Key Terms
• 3. Eligibility & Enrollment
• 4. Account Requirements
• 5. Revenue Model Overview
• 6. Spotlight Plans — Featured Listings
• 7. Auction Placements — Premium Ad Zones
• 8. Vendor Tools — SaaS Add-Ons
• 9. Vendor Membership Tiers
• 10. Ad Zone Map & Placement Inventory
• 11. Ad Types & Creative Standards
• 12. Billing, Payment & Refunds
• 13. Auction Rules & Bidding Mechanics
• 14. Performance & Reporting
• 15. Brand Safety & Compliance
• 16. Suspension & Termination
• 17. Liability & Disclaimers
• 18. Platform Roadmap
• 19. General Provisions
• 20. Contact Information
• 21. Vendor Acknowledgment & Consent
• 22. Synopsis — Key Terms at a Glance
• 23. Select Your Subscriptions & Add-Ons

Synopsis — What You Need to Know

• • UPMOS offers three service categories: Subscriptions (always-on product boosts), Auctions (bid on premium ad zones), and Tool Subscriptions (SaaS features for your store)
• • Subscriptions are unlimited-supply — every vendor who pays gets featured products, badges, and recurring benefits simultaneously
• • Auctions are limited-supply — vendors bid on premium banner placements and the highest bidder wins exclusive ad real estate for a defined period
• • Tool Subscriptions are monthly SaaS add-ons — analytics, store customization, marketing boosts, API access, and more
• • You can combine all three categories — subscriptions give you a baseline, auctions give you a competitive edge, and tools give you superpowers
• • All ads are manually reviewed within 24–48 hours before going live
• • No commission discounts — your 9–21% commission rate is separate from advertising and services
• • All auction bids are binding commitments — winning bidders are automatically charged
• • FTC compliant — all sponsored content is clearly labeled
• • Questions? Contact ads@upmos.com

1. Overview & Purpose

These Advertising, Sponsored Products & Vendor Services Terms of Use (“Advertising Terms” or “Agreement”) govern all paid advertising, promotional placements, subscription services, auction-based ad purchases, and value-added tools offered to registered vendors (“Advertisers,” “Vendors,” or “You”) on the UPMOS Marketplace platform (“The DUB,” “Platform,” or “We”), accessible at upmos.com and vendors.upmos.com.

This Agreement is supplemental to and incorporated by reference into the Marketplace Participation Agreement (MPA). In the event of a conflict between these Advertising Terms and the MPA, the MPA shall control unless these Terms explicitly state otherwise with respect to advertising-specific matters.

1.1 Scope of This Agreement

This Agreement covers:

• Spotlight Plans — Featured Listings: Recurring monthly subscriptions that boost your product visibility through Featured Listings, priority placement, and promotional badges
• Auction Placements — Premium Ad Zones: Competitive bidding for premium, limited-supply banner ad zones across the UPMOS Marketplace
• Vendor Tools — SaaS Add-Ons: Monthly SaaS add-on services including analytics, store customization, marketing packages, and API access
• Vendor Membership Tiers: Annual membership plans that provide operational benefits, verified status, and priority support

1.2 Relationship to Platform Commission

Your UPMOS Marketplace commission rate (currently 9–21% depending on your product category and seller tier) is entirely separate from all advertising, subscription, and tool service fees described in this Agreement. Advertising purchases, subscription plans, tool subscriptions, and membership tiers do not reduce, offset, or modify your commission rate in any way. Commission rates are governed exclusively by the MPA and your individual Vendor Agreement.

2. Definitions & Key Terms

For purposes of this Agreement, the following terms have the meanings set forth below:

• “Ad Zone” — A designated area on the UPMOS Marketplace website where paid advertising content may be displayed. Each Ad Zone has a unique identifier (Z1–Z13), defined dimensions, and specific placement rules. See Section 10 for the complete Ad Zone Map.
• “Auction” — A time-limited competitive bidding process in which Vendors submit monetary bids for the right to place advertising content in a specific Ad Zone for a defined period. The highest qualifying bid wins the placement.
• “Auction Cycle” — The defined period during which bids are accepted for a specific Ad Zone, followed by the fulfillment period during which the winning ad is displayed. Standard cycles are weekly (Monday–Sunday) or monthly (1st–last day of month).
• “Bid” — A binding monetary offer submitted by a Vendor for the right to an Ad Zone placement during a defined Auction Cycle. All bids are legally binding commitments.
• “CPM (Cost Per Mille)” — The cost per one thousand (1,000) ad impressions. All auction bids on UPMOS are CPM-based, meaning you set the maximum price you are willing to pay each time your ad is shown 1,000 times to marketplace visitors.
• “Time Window” — A four (4) hour block within which ad auctions are scheduled. UPMOS operates six (6) time windows per day: 6:00 AM–10:00 AM, 10:00 AM–2:00 PM, 2:00 PM–6:00 PM, 6:00 PM–10:00 PM, 10:00 PM–2:00 AM, and 2:00 AM–6:00 AM (all times Central Standard Time).
• “Auction Subscription” — A required monthly or annual subscription ($9.95/month or $96.00/year) that grants Vendors access to the UPMOS CPM auction system. Without an active Auction Subscription, Vendors may not participate in any ad zone auctions.
• “Featured Listing” — A product that has been designated with a “Featured” tag and/or “Sponsored” badge, making it appear in premium positions within product grids, search results, and category pages.
• “Minimum Bid” — The lowest acceptable bid for a given Ad Zone, as set by UPMOS. Bids below the Minimum Bid will be automatically rejected.
• “Reserve Price” — A confidential minimum price set by UPMOS for an auction. If no bid meets or exceeds the Reserve Price, the auction ends without a winner and the zone may be relisted or offered at fixed pricing.
• “Sealed Auction” (also “Silent Auction”) — An auction format in which bid amounts are hidden from other Vendors. Each bidder submits their maximum willingness to pay without knowing competing bids. This format is designed to encourage vendors to bid their true value.
• “Standard Auction” (also “Open Auction”) — An auction format in which the current highest bid is visible to all participating Vendors. Bidders may raise their bids in response to competitive offers.
• “Subscription” — A recurring monthly or annual payment plan that provides ongoing benefits for the duration of the active subscription period.
• “Tool Subscription” — A monthly SaaS (Software as a Service) add-on that provides access to enhanced platform features, analytics, marketing tools, or operational capabilities beyond the standard vendor dashboard.
• “Vendor Membership” — An annual membership plan that provides operational benefits, verified status badges, and priority platform support. Distinct from advertising products.

3. Eligibility & Enrollment

3.1 General Eligibility

To participate in any advertising, subscription, auction, or tool service on the UPMOS Marketplace, you must:

1. Accepted MPA: Have a fully executed Marketplace Participation Agreement on file with UPMOS
2. Active Vendor Account: Maintain an active vendor account in good standing with no unresolved compliance violations
3. Payment Method: Have a valid payment method on file (credit/debit card, PayPal, or digital wallet)
4. Product Approval: Have at least one (1) approved and published product on the UPMOS Marketplace
5. Legal Age: Be at least eighteen (18) years of age or the age of legal majority in your jurisdiction

3.2 Auction-Specific Eligibility

To participate in Ad Zone auctions, you must also:

1. Credit Card Pre-Authorization: Have a valid credit card capable of pre-authorization holds via Stripe (required for bid verification and automatic winner charging)
2. Advertising History: Vendors with a history of non-payment on won auctions may be suspended from future auction participation at UPMOS’s sole discretion
3. Creative Ready: Have ad creative materials (banner images, copy) prepared and available for submission within 24 hours of winning an auction

3.3 Enrollment Process

Subscriptions, tool subscriptions, and memberships can be purchased directly through the UPMOS Marketplace product catalog at upmos.com. Auction participation is available through the dedicated Advertising Auctions page. All purchases are processed through WooCommerce and our supported payment gateways.

4. Account Requirements

4.1 Advertiser Account

Your vendor account on UPMOS serves as your advertiser account. No separate registration is required. All advertising purchases, auction bids, and subscription enrollments are tied to your existing MultiVendorX vendor profile.

4.2 Payment Method Requirements

• Accepted Methods: Visa, Mastercard, American Express, Discover, PayPal, Apple Pay, Google Pay, Klarna, Affirm, Afterpay
• Payment Gateways: Stripe, PayPal (Braintree), WooPayments. Gateway availability may vary by region.
• Auction Payments: Auction bids specifically require a Stripe-compatible credit or debit card for pre-authorization holds and automatic winner charging. PayPal and BNPL methods are not accepted for auction bids.
• Recurring Billing: Subscriptions and tool subscriptions are billed automatically on a recurring basis. You must maintain a valid payment method on file at all times.

4.3 Account Responsibilities

• You are solely responsible for all advertising activity, bids, and purchases made through your account
• You must notify UPMOS immediately if you suspect unauthorized access to your account
• UPMOS reserves the right to suspend advertising privileges for accounts with outstanding balances exceeding thirty (30) days past due

5. Revenue Model Overview

UPMOS offers a three-tier hybrid revenue model that serves vendors at every stage of growth. Each tier addresses a different business need and operates independently — you may purchase from any combination of tiers.

6. Spotlight Plans — Featured Listings

SUBSCRIPTIONS Spotlight Plans provide tier-locked feature tags that boost your product visibility in the UPMOS catalog. Each plan unlocks specific tag categories — the higher the tier, the more tag categories you can use. The number of tagged SKUs scales with your plan: 1 SKU (Basic), up to 3 SKUs (Pro), or up to 7 SKUs (Elite). Within each tag category, the top display positions are available via sealed auction (see §6.5 below). Subscriptions are billed monthly and auto-renew until cancelled.

6.1 How Subscriptions Work

1. Choose a Plan: Select Spotlight Basic, Pro, or Elite based on the tag categories you need (see §6.2)
2. Select Your SKUs: Choose which products receive feature tags — Basic allows 1 SKU, Pro up to 3, and Elite up to 7
3. Apply Tags from Your Unlocked Categories: Each tier unlocks specific tag categories. You may only apply tags from categories included in your plan
4. Products Get Tagged: Your selected products receive feature tags and a “Sponsored” badge visible to shoppers
5. Priority Placement: Tagged products appear higher in search results, category pages, and product grids
6. Compete for Top Positions (Optional): Within each tag category, the top 3 display positions are available via weekly sealed auction (§6.5). Your subscription gives you the tag; the auction gives you the #1 spot
7. Auto-Renewal: Your plan renews automatically each month. Cancel at any time; cancellation takes effect at the end of your current billing cycle

6.2 Subscription Plans & Pricing

6.3 Subscription vs. Auction — Key Differences

6.4 Cancellation & Downgrade Policy

• You may cancel or downgrade your subscription at any time through your UPMOS vendor dashboard
• Cancellations take effect at the end of your current billing period — you retain all benefits until then
• Downgrades also take effect at the end of the current billing period
• There are no cancellation fees or early termination penalties for subscription plans
• Upon cancellation, your products will be de-tagged as “Featured” within 24 hours of subscription expiration
• Re-subscribing after cancellation starts a new billing cycle at the then-current pricing

6.5 Top Tag Position Auctions

Within each tag category, the top 3 display positions are available via weekly sealed auction. This means your subscribed tag appears on your products regardless, but if you want your product to be the #1 result for a specific tag (e.g., the first “Best Seller” a shopper sees), you must bid.

6.6 Spotlight Tag Library

The following table lists every available Spotlight tag organized by category. Each category is unlocked at a specific subscription tier. Tags from lower tiers carry forward to higher tiers — for example, Spotlight Pro includes all Basic tags plus two additional categories.

6.7 UPMOS Favs — Auction-Based Category Badge

The UPMOS Favs badge is a premium, auction-based distinction awarded per product category. Unlike standard Spotlight tags (which are included with your subscription), UPMOS Favs is earned through a competitive auction — giving winning products premium placement in the “UPMOS Favorites” collection, homepage features, and editorial spotlights.

7. Auction Placements — Premium Ad Zones (CPM Model)

AUCTIONS Auction-based placements allow vendors to compete for premium, limited-supply ad zones on the UPMOS Marketplace using a CPM (Cost Per 1,000 Impressions) bidding model. Instead of paying a flat rate per week, you bid the maximum you’re willing to pay per 1,000 impressions your ad receives. Auctions run in 4-hour time windows, giving you granular control over when your ads appear.

7.1 Time Windows

All CPM auctions operate across six (6) four-hour time windows per day. Vendors bid per time window, per category, per zone. This allows precise control over when your ad budget is deployed — bid higher during peak shopping hours and lower (or not at all) during off-peak periods.

7.2 How Auctions Work — Step by Step

1. Activate Auction Subscription: Subscribe to the Auction Subscription ($9.95/month month-to-month, or $96/year — pay once and save $23.40) via your Bloom Dashboard to unlock the auction system
2. Browse Available Zones: Visit the Advertising Auctions page to see all available ad zones, their locations, dimensions, estimated impressions, and category-specific CPM starting bid floors
3. Select Category & Time Windows: Choose the product category you want to target and the 4-hour time windows during which your ads should appear
4. Place Your CPM Bid: Enter your maximum CPM bid (must be at or above the starting bid floor for your category). You may set different CPM bids for different time windows and categories
5. Set Daily/Weekly Budget Caps: Optionally set maximum daily or weekly spend limits to control your total ad spend
6. Monitor Auctions: For Standard Auctions, you can see the current highest CPM bid and receive notifications if outbid. For Sealed Auctions, bids are hidden until the window closes
7. Win & Serve: The highest CPM bidder for each zone/window/category wins. Your ad is automatically served during the won time window. You are charged based on actual impressions delivered at the clearing CPM rate
8. Submit Creative: Upload your banner creative (image, link, alt text) through your vendor dashboard. UPMOS reviews it within 24–48 hours. Once approved, it is used for all won placements
9. Performance Reporting: Track your impressions, clicks, CTR, and spend in real-time via the vendor dashboard

7.3 Auction Formats

7.3.1 Standard (Open) Auction

• Current highest CPM bid is visible to all bidders in real-time
• Bidders may raise their CPM bids at any time before the time window begins
• Anti-sniping protection: If a bid is placed within the last 5 minutes before a time window opens, the bidding deadline is automatically extended by 5 minutes
• Best for: Promoting competitive bidding and price discovery

7.3.2 Sealed (Silent) Auction

• All CPM bids are hidden from other bidders — you cannot see what others have bid
• Each bidder submits a single CPM bid representing their maximum willingness to pay per 1,000 impressions
• When the bidding period closes, the highest CPM bid wins at the second-highest bid + $0.01 (Vickrey pricing)
• Best for: Encouraging vendors to bid their true value without sandbagging

7.4 Available Auction Zones

The following ad zones are available for CPM bidding. Each zone operates with category-specific starting bid floors. See Section 7.5 for the complete CPM starting bid schedule by category.

7.5 CPM Starting Bid Floors by Category

Each product category has a starting bid floor — the minimum CPM you must bid to participate in an auction for that category. Starting bid floors reflect the category’s market value, competition level, and average order value.

7.6 Bid Increments

7.7 Anti-Sniping Protection

To ensure fair bidding, UPMOS employs anti-sniping protection on all Standard Auctions. If a bid is placed within the final five (5) minutes of the bidding deadline for a time window, the deadline is automatically extended by five (5) additional minutes from the time of that bid. This extension may occur multiple times until no new bids are placed within the final five-minute window.

8. Vendor Tools — SaaS Add-Ons

TOOLS Tool Subscriptions are monthly SaaS (Software as a Service) add-ons that enhance your store’s capabilities beyond the standard vendor dashboard. These are unlimited-supply services — every vendor who subscribes gets access simultaneously. There is no competition for tool subscriptions.

8.1 Available Tool Subscriptions

8.2 Tool Subscription Terms

• All Tool Subscriptions are billed monthly and auto-renew until cancelled
• You may subscribe to multiple tools simultaneously — there are no bundle restrictions
• Cancellation takes effect at the end of the current billing period
• No cancellation fees or early termination penalties
• UPMOS reserves the right to modify tool features with thirty (30) days’ notice
• New tools may be added at any time; you will be notified via email and dashboard announcement
• Data generated by tools (analytics, reports) remains available for download for thirty (30) days after cancellation

8.3 Tool Subscriptions vs. Subscriptions vs. Auctions

9. Vendor Membership Tiers (Annual)

MEMBERSHIP Vendor Memberships provide operational benefits, trust signals, and VIP support. These are annual plans that improve your standing on the platform — they are distinct from advertising products and do not include ad placements or product boosts.

9.1 Membership Plans

9.2 Membership vs. Commission

9.3 Membership Terms

• Memberships are available month-to-month (Premium $16.95/mo • Enterprise $29.95/mo) or annually (Premium $149/yr • Enterprise $299/yr). Annual plans save you $54.40 and $60.40 per year respectively — that’s over 2 months free. Annual plans auto-renew on the anniversary of your original enrollment date
• You may cancel up to thirty (30) days before your renewal date for a full refund of the next annual charge
• Cancellations within thirty (30) days of renewal are non-refundable but benefits continue through the end of the paid period
• Benefits are activated within 24 hours of payment confirmation
• Your membership tier determines which product categories and premium ad zones you may bid on in auctions (see Section 9.4 below). Spotlight subscriptions and tool subscriptions are available to all vendors regardless of membership tier

9.4 Auction Category Access by Membership Tier

Your vendor membership tier determines which product categories you may bid on for category-targeted auction ad zones and which premium ad zones are available to you. Higher tiers unlock specialty categories with higher commission rates and exclusive high-visibility placements.

9.4.1 Product Category Access

9.4.2 Premium Ad Zone Access

Certain high-visibility auction zones are restricted to higher membership tiers, ensuring that premium placements are reserved for committed, verified vendors.

9.5 Enterprise-Exclusive: Homepage Category Section Ads

MEMBERSHIP Vendor Enterprise members have exclusive access to bid for featured product placements within the UPMOS homepage’s curated category sections. These high-visibility sections are the first thing shoppers see when they visit the marketplace.

10. Ad Zone Map & Placement Inventory

The following is a complete inventory of all advertising zones available on the UPMOS Marketplace. Each zone has a unique identifier, location description, number of available slots, and the model through which it is sold.

10.1 Site-Wide Zone Map

10.2 Creative Requirements by Zone

• File Formats: JPG, PNG, GIF (animated, max 5 frames), or WebP
• Max File Size: 500KB per image; 1MB for animated GIF
• Resolution: Minimum 72 DPI; recommended 150 DPI for retina displays
• Text Overlay: Text may not cover more than 30% of the banner area
• All banners must include: Vendor store name or logo, clear call-to-action, and a destination URL (must link to your UPMOS store or product page)
• Mobile Responsiveness: UPMOS will automatically resize banners for mobile viewports. Provide both desktop and mobile creative when possible.

11. Ad Types & Creative Standards

11.1 Featured Listings (via Subscription)

• Products receive a “Featured” tag and “Sponsored” badge overlay
• Featured products are boosted in search results and category page sort order
• FTC Compliance: All Featured Listings display a visible “Sponsored” disclosure badge
• Product content must comply with all MPA product listing requirements

11.2 Display Banners (via Auction)

• Visual banner advertisements placed in designated Ad Zones
• Must comply with creative requirements in Section 10.2
• Banners must link to your UPMOS store page, a specific product page, or a dedicated landing page on UPMOS
• External links are not permitted in banner advertisements
• UPMOS reviews all banner creatives within 24–48 hours of submission

11.3 Newsletter Mentions (via Auction or Spotlight Elite)

• Featured placement within the UPMOS weekly email newsletter
• Includes a 600 × 200px banner image, headline (max 60 characters), description (max 150 characters), and a link to your store or product
• Newsletter is sent weekly to all registered UPMOS customers and subscribers
• UPMOS reserves editorial discretion over final newsletter layout and content

11.4 Prohibited Content

The following content is strictly prohibited in all advertising formats:

• False, misleading, or deceptive claims about products, pricing, or availability
• Content that infringes on any third party’s intellectual property, trademark, or copyright
• Adult, sexually explicit, or pornographic content
• Content promoting illegal activities, controlled substances, or weapons
• Discriminatory content targeting any protected class
• Malware, phishing links, or any code that compromises user security
• Competitor disparagement or comparative advertising making unsubstantiated claims
• Content that violates FTC advertising guidelines or any applicable advertising regulations
• Auto-playing audio or video without user interaction
• Deceptive UI elements that mimic system alerts, close buttons, or download prompts

11.5 Prohibited Advertising Practices

• Bid manipulation, shill bidding, or collusion with other vendors to suppress auction prices
• Creating multiple vendor accounts to circumvent advertising limits or auction rules
• Using bots, scripts, or automated tools to place bids (other than the platform’s built-in automatic bidding feature)
• Submitting bids with no genuine intent to pay (ghost bidding)
• Click fraud or any artificial inflation of ad performance metrics
• Circumventing the UPMOS advertising system by embedding advertising in product descriptions, images, or other non-advertising content areas

11.6 Intellectual Property License Grant

By submitting advertising creative materials (including but not limited to banner images, product images, copy, logos, and video) to UPMOS for display on the Platform, you hereby grant UPMOS a non-exclusive, royalty-free, worldwide, sublicensable license to use, reproduce, store, display, publish, transmit, and distribute such materials solely for the purpose of providing the advertising services described in this Agreement. This license:

• Commences upon submission of the creative materials;
• Terminates upon the expiration or removal of the associated advertisement, except that UPMOS may retain archival copies for dispute resolution, audit, and compliance purposes for up to twenty-four (24) months after campaign end; and
• Does not transfer ownership of your intellectual property to UPMOS in any respect.

You represent and warrant that you have all rights necessary to grant this license and that the use of your materials as described herein will not infringe any third-party intellectual property, privacy, or publicity rights.

11.7 Accessibility & ADA Creative Compliance

All creative materials submitted to the UPMOS Platform must comply with applicable accessibility standards, including the Americans with Disabilities Act (ADA) and the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA, to the extent applicable to digital advertising content. Vendor obligations include:

• Alt text: All image-based ads must include descriptive alternative text (alt attributes) conveying the meaning and purpose of the image;
• Color contrast: Text within creative assets must meet a minimum contrast ratio of 4.5:1 against background colors;
• No strobing / flashing content: Creative materials must not contain flashing content that exceeds three flashes per second, which may trigger photosensitive seizures;
• Readable font sizes: Body text must be at minimum 12pt (16px) equivalent and must not be presented solely as images of text;
• Video captions: Any video or motion creative must include closed captions or subtitles for spoken dialogue.

UPMOS reserves the right to reject, pause, or remove any creative material that does not meet these accessibility standards. Repeated non-compliant submissions may result in suspension under §16.1. Vendor acknowledges that UPMOS does not provide legal advice regarding ADA compliance and that Vendor retains sole responsibility for ensuring its advertising materials meet all applicable legal standards.

12. Billing, Payment & Refunds

12.1 Billing Schedule

12.2 Payment Methods

• Subscriptions & Tools: All accepted payment methods (Visa, Mastercard, Amex, Discover, PayPal, Apple Pay, Google Pay, Klarna, Affirm, Afterpay)
• Auction Bids & Wins: Stripe-compatible credit/debit cards only (for pre-authorization and automatic charging)
• Failed Payments: If a recurring payment fails, UPMOS will retry the charge up to three (3) times over seven (7) days. If all retries fail, the subscription/tool is suspended until payment is resolved.

12.3 Promotional Ad Credits

Ad credits may be applied to CPM auction bids, Auction Subscription fees, or other subscription payments. Credits are non-refundable, non-transferable, and expire twelve (12) months from the date of purchase.

12.4 Cancellation & Non-Refundable Policy

12.4.1 Subscription Cancellation

• All advertising subscriptions and services are non-refundable. You may cancel at any time, but no refunds will be issued for any portion of the current or prior billing periods
• If UPMOS fails to deliver the subscribed service for more than seventy-two (72) consecutive hours due to a platform issue, you are entitled to a pro-rata refund for the affected days

12.4.2 Auction Payments (Non-Refundable)

• Winning auction bids are non-refundable once the auction closes
• Exception: If UPMOS is unable to fulfill the ad placement (e.g., the zone is removed or unavailable during the cycle), you will receive a full refund or credit at your choice
• Exception: If your creative is rejected during review and you cannot provide compliant creative within 48 hours, you will receive a full refund minus any applicable processing fees

12.4.3 Tool Subscription Refunds

• Same policy as Subscription refunds (Section 12.4.1)
• If a specific tool feature is permanently removed, UPMOS will either reduce the tool price proportionally or provide a pro-rata refund

12.4.4 Membership Refunds

• Full refund available if cancelled within fourteen (14) days of initial enrollment (first year only)
• Renewal cancellations must be made thirty (30) days before the renewal date for a full refund of the next annual charge
• No partial refunds for mid-year cancellations after the 14-day initial period

12.5 Billing Disputes

If you believe you have been incorrectly charged, contact billing@upmos.com within thirty (30) days of the charge date. UPMOS will investigate and respond within five (5) business days. Filing a chargeback before contacting UPMOS may result in account suspension pending investigation.

12.6 Fee & Pricing Change Notice

UPMOS may modify any fee, rate, or pricing tier applicable to services under this Agreement upon thirty (30) days’ advance written notice delivered via the vendor dashboard, email to your registered address, or the Platform’s notification system. Continued use of any service after the effective date of a price change constitutes your acceptance of the revised pricing. For month-to-month services, price changes take effect at the start of your next billing cycle following the notice period. For annual plans, price changes apply at the next renewal date unless you cancel prior to renewal. Notwithstanding the foregoing, UPMOS may implement government-mandated fee changes or tax adjustments without prior notice.

13. Auction Rules & Bidding Mechanics

13.1 Binding Bids

All CPM bids placed on UPMOS advertising auctions are legally binding commitments. By placing a bid, you agree to pay the winning CPM rate for all impressions delivered during your won time windows. UPMOS utilizes Stripe pre-authorization to verify your payment method and may hold a deposit based on estimated impression volume.

13.2 Automatic Bidding

UPMOS supports automatic (proxy) CPM bidding on Standard Auctions. When you enter a maximum CPM bid, the system will automatically bid on your behalf in minimum increments, up to your specified maximum CPM. Your actual maximum is never revealed to other bidders. You may also set daily and weekly budget caps to limit total spend.

13.3 Bid Retraction

• Bids may be retracted only in exceptional circumstances (e.g., you entered an incorrect amount due to a clear typographical error)
• Bid retraction requests must be submitted within one (1) hour of placing the bid
• UPMOS has sole discretion to approve or deny bid retraction requests
• Vendors who frequently retract bids may be suspended from future auction participation

13.4 Winner Determination

• Standard Auction: The highest CPM bid at the time of the bidding deadline wins the time window. The winner pays the second-highest CPM bid + $0.01 per 1,000 impressions
• Sealed Auction: The highest CPM bid wins; the winner pays the second-highest CPM bid + $0.01 (Vickrey/second-price)
• Tie-Breaking: If two or more bids are identical, the bid placed earliest wins
• Reserve Not Met: If the highest bid does not meet the Reserve Price, the auction ends without a winner. The zone may be relisted at UPMOS’s discretion.

13.5 Non-Payment

If a winning bidder’s payment method fails at the time of weekly CPM invoicing:

1. UPMOS will retry the charge within 24 hours
2. If the second attempt fails, UPMOS will notify the winner and provide 48 hours to update their payment method
3. If payment is not resolved within 48 hours, the auction may be awarded to the second-highest bidder or relisted, at UPMOS’s sole discretion
4. The non-paying winner may be issued a Non-Payment Strike. Three (3) Non-Payment Strikes within a rolling twelve (12) month period results in a permanent ban from all UPMOS advertising auctions

13.5.1 Late Payment Charges

Overdue balances on won auction invoices shall accrue interest at the rate of one and one-half percent (1.5%) per month (18% per annum), or the maximum rate permitted by applicable law, whichever is less, calculated from the invoice due date until the date of full payment. UPMOS reserves the right to engage a collections agency and recover all reasonable costs of collection, including attorneys’ fees, for balances outstanding more than sixty (60) days. These late payment charges constitute liquidated damages and not a penalty, the parties acknowledging that actual damages from delayed payment would be difficult to quantify.

13.6 Multi-Slot Zones

For Ad Zones with multiple slots (e.g., Z3 — Shop Sidebar, 2 slots), UPMOS may run the auction as:

• Single-Winner: One auction per slot, run sequentially or in parallel
• Multi-Winner: All bidders compete in a single auction; the top N bidders (where N = number of slots) each win a placement. Each winner pays their own bid amount.

The auction format for multi-slot zones is specified on each individual auction listing.

13.7 Auction Schedule

• Time Window Auctions: CPM bidding for each 4-hour time window opens 24 hours before the window starts and closes 30 minutes before the window begins. Winners are notified immediately and ads begin serving at the start of the time window.
• Recurring Bids: Vendors may set “standing bids” that automatically apply to the same zone/category/time window daily or weekly, eliminating the need to rebid each cycle.
• Newsletter Zones: Newsletter auctions open on a rolling basis as slots become available and are announced via the vendor dashboard and email. CPM is calculated based on email opens.
• UPMOS may adjust the auction schedule with seven (7) days’ advance notice via the vendor dashboard.

14. Performance & Reporting

14.1 Available Metrics

14.2 Reporting Availability

• Spotlight Basic: Weekly summary email with impressions and clicks
• Spotlight Pro & Elite: Real-time dashboard with all metrics, downloadable CSV/PDF, weekly email report
• Auction Winners: Post-placement report delivered within 48 hours of cycle end, including all metrics above
• Analytics Pro Subscribers: Full real-time dashboard with advanced segmentation, heatmaps, and funnel analysis

14.3 Disclaimers

UPMOS provides performance data on a “best effort” basis. Metrics are derived from platform analytics and may differ from third-party tracking tools. UPMOS does not guarantee specific performance outcomes (impressions, clicks, conversions, or revenue) for any advertising product, subscription, or auction placement.

14.4 Impression Discrepancy Policy

UPMOS acknowledges that minor discrepancies between UPMOS-reported impression counts and vendor-side third-party tracking tools are normal due to differences in measurement methodology, ad-blocking software, bot filtering, and network latency. The following policy applies:

• Accepted Variance: Discrepancies of ten percent (10%) or less between UPMOS-reported and vendor-reported impressions are within industry-accepted tolerance and do not constitute a billing error;
• Dispute Window: Vendors must submit impression discrepancy disputes within thirty (30) days of the relevant weekly invoice date. Disputes submitted after this window will not be eligible for credit;
• Dispute Process: Submit discrepancy disputes to billing@upmos.com with your campaign ID, the date range in question, your third-party measurement data, and the specific variance amount;
• Resolution: UPMOS will investigate and respond within ten (10) business days. Where a discrepancy exceeding the accepted tolerance is confirmed, UPMOS will issue a pro-rata credit to your advertising account. Cash refunds are not issued for impression discrepancies.

15. Brand Safety & Compliance

15.1 FTC Compliance

• All featured listings display a visible “Sponsored” badge in compliance with FTC endorsement guidelines (16 CFR Part 255)
• All display banner ads are labeled with a “Sponsored” or “Advertisement” disclosure
• Newsletter mentions include “Sponsored Content” designation

15.2 Creative Review Process

1. All display banner creatives are reviewed by the UPMOS Advertising Operations team before going live
2. Standard review turnaround: 24–48 business hours
3. If your creative is rejected, you will receive a detailed explanation and may resubmit corrected creative within 48 hours
4. UPMOS reserves the right to reject any creative at its sole discretion

15.3 Placement Controls

• UPMOS employs category-based placement controls to prevent ads from appearing alongside inappropriate or conflicting content
• You may request category exclusions (e.g., “do not display my ad on pages containing adult products”) at no additional cost
• UPMOS does not guarantee placement adjacency or specific page positions beyond the zone definitions in Section 10

15.4 Data Privacy & Advertising Compliance

UPMOS processes advertising data in compliance with applicable privacy regulations including the California Consumer Privacy Act (CCPA), General Data Protection Regulation (GDPR), and other relevant data protection laws. Vendors who participate in advertising services acknowledge:

• Data Collection: UPMOS collects impression data, click-through rates, conversion metrics, and aggregate audience demographics for ad performance reporting. No personally identifiable end-customer information is shared with advertisers.
• Cookie & Tracking Compliance: All advertising placements comply with UPMOS’s cookie consent framework. Users who opt out of tracking cookies will not be served targeted advertisements, and their data will be excluded from advertiser reports.
• Data Retention: Advertising performance data is retained for 24 months from the end of the billing period. Vendors may request data export or deletion in accordance with applicable law by contacting privacy@upmos.com.
• Third-Party Sharing: UPMOS does not sell advertising data to third parties. Aggregate, anonymized performance metrics may be used for platform improvement and benchmarking.
• Vendor Obligations: Vendors are responsible for ensuring their ad creatives and landing pages comply with all applicable privacy laws, including providing necessary disclosures if retargeting pixels or third-party analytics are used.

16. Suspension & Termination

16.1 Grounds for Advertising Suspension

UPMOS may immediately suspend your advertising privileges (including active placements, subscriptions, and auction eligibility) for:

• Violation of any provision of these Advertising Terms
• Violation of the MPA or any other UPMOS policy
• Submission of prohibited content (Section 11.4)
• Bid manipulation, shill bidding, or fraudulent auction activity (Section 11.5)
• Non-payment of three (3) or more invoices or auction wins
• Outstanding balance exceeding sixty (60) days past due
• Legal or regulatory action against your business that affects your UPMOS operations

16.2 Effect of Suspension

• All active advertisements and featured listings are immediately deactivated
• Active subscription benefits are paused (not cancelled) during suspension
• You are ineligible to place new auction bids during suspension
• Outstanding balances remain due and payable

16.3 Reinstatement

• To request reinstatement, email compliance@upmos.com with a corrective action plan
• UPMOS will review reinstatement requests within five (5) business days
• Reinstatement may be conditional (e.g., prepayment required for future auction bids)
• UPMOS reserves the right to deny reinstatement at its sole discretion

16.4 Termination

Either party may terminate this Agreement with thirty (30) days’ written notice. Upon termination:

• All active subscriptions and tool subscriptions will not renew at the end of the current billing period
• Any pre-paid auction placements will be fulfilled through the end of their cycle
• Outstanding balances are due within thirty (30) days of termination
• Unused ad credits are forfeited (non-refundable)

16.5 Right to Cure

Notwithstanding §16.1 (Suspension) and §16.4 (Termination), for a first-time, non-material breach of these Advertising Terms that does not involve fraud, bid manipulation, prohibited content, non-payment, or a legal or regulatory violation, UPMOS will, where practicable, provide you with written notice of the breach and a period of fifteen (15) calendar days from the date of such notice to cure the breach to UPMOS’s reasonable satisfaction before exercising its suspension or termination rights (“Cure Period”). During the Cure Period:

• Your advertising services will remain active unless UPMOS determines that continued operation poses a risk of irreparable harm, legal exposure, or harm to the UPMOS Marketplace or its buyers;
• You must provide UPMOS with a written corrective action plan within five (5) business days of receiving the breach notice; and
• If the breach is cured within the Cure Period to UPMOS’s reasonable satisfaction, UPMOS will not exercise its suspension or termination rights arising from that specific breach.

The right to cure does not apply to: (a) repeated breaches of the same or similar nature (i.e., two or more occurrences in any twelve-month period); (b) any breach involving fraud, misrepresentation, shill bidding, or bid manipulation; (c) non-payment of three (3) or more invoices; (d) submission of prohibited, illegal, or infringing content; (e) a breach of §15 (Brand Safety & Compliance), §19.22 (Export Controls), or §19.23 (Anti-Bribery); or (f) any breach causing imminent risk of harm to buyers or the UPMOS platform. In those circumstances, UPMOS retains the right to suspend or terminate immediately.

17. Liability & Disclaimers

17.1 Performance Disclaimers

UPMOS does not guarantee any specific level of impressions, clicks, conversions, sales, or revenue from any advertising product, subscription, tool, or auction placement. Advertising performance depends on numerous factors outside UPMOS’s control, including your product quality, pricing, creative design, market demand, and competition.

17.2 Liability Limitations

To the maximum extent permitted by applicable law, UPMOS’s total aggregate liability arising from or related to this Agreement shall not exceed the total amount paid by you to UPMOS for advertising services during the twelve (12) months immediately preceding the claim.

In no event shall UPMOS be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunities, or loss of data, regardless of whether such damages were foreseeable or whether UPMOS was advised of their possibility.

17.3 Indemnification

You agree to indemnify, defend, and hold harmless UPMOS, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your advertising content, creative materials, or landing pages
• Your breach of these Advertising Terms
• Your violation of any applicable law, regulation, or third-party right
• Any claim that your advertising content infringes a third party’s intellectual property
• Your participation in auctions, including bids, wins, and payment obligations

17.3.1 Indemnification Procedure

The indemnification obligations in §17.3 are subject to the following procedure:

1. Prompt Notice: UPMOS shall provide you with prompt written notice of any claim for which indemnification is sought, sent to the email address on your vendor account. Failure to provide timely notice shall only relieve your indemnification obligation to the extent you are materially prejudiced by the delay;
2. Control of Defense: You shall have the right to assume sole control of the defense and settlement of such claim, provided that: (a) you shall not settle any claim that imposes any obligation, restriction, or liability on UPMOS without UPMOS’s prior written consent; and (b) UPMOS may participate in the defense at its own expense with counsel of its choosing;
3. Cooperation: UPMOS shall provide you with reasonable cooperation, information, and assistance in the defense of the claim, at your expense; and
4. UPMOS Control: If you fail to assume the defense within fifteen (15) days of receiving notice, UPMOS may assume control of the defense at your cost, and you shall reimburse all reasonable attorneys’ fees and costs incurred.

18. Platform Roadmap — Future Advertising Capabilities

UPMOS is committed to continuously improving the advertising experience for vendors. The following features are under development or planned for future release. These are not commitments — features may change, be delayed, or be cancelled at UPMOS’s sole discretion.

19. General Provisions

19.1 Notices

All formal notices under this Agreement shall be sent to legal@upmos.com for UPMOS, or to the email address associated with your vendor account. Notices are deemed received upon confirmed delivery by email.

19.2 Dispute Resolution

Any dispute arising from or related to this Agreement shall first be submitted to good-faith mediation for a period not to exceed sixty (60) days. If mediation fails, the dispute shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Houston, Texas. Judgment on the arbitration award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the resolution of a dispute through arbitration, including but not limited to relief related to intellectual property infringement, unauthorized use of platform systems, or breach of confidentiality obligations. Seeking such relief shall not waive either party’s right to compel arbitration of the underlying dispute.

19.3 Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of law principles. Any legal proceedings not subject to arbitration shall be brought in the state or federal courts located in Harris County, Texas.

19.4 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, government actions, power failures, internet disruptions, or third-party service provider outages.

19.5 Limitation of Liability

IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY VENDOR TO UPMOS UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE.

19.6 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

19.7 Entire Agreement

This Agreement, together with the MPA and all documents incorporated by reference, constitutes the entire agreement between the parties regarding advertising on the UPMOS Marketplace and supersedes all prior negotiations, representations, and agreements relating to this subject matter.

19.8 Warranty Disclaimer

ALL ADVERTISING SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

19.9 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.

19.10 JURY TRIAL WAIVER

EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

19.11 Assignment

You may not assign, transfer, or delegate this Agreement or any rights hereunder without the prior written consent of UPMOS. UPMOS may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

19.12 Non-Solicitation

During the term of this Agreement and for twelve (12) months thereafter, you shall not directly solicit UPMOS employees, contractors, or other vendors for competitive purposes.

19.13 Amendment & Modification

UPMOS may modify these Advertising Terms at any time with thirty (30) days’ advance notice via email and/or dashboard notification. Continued use of advertising services after the effective date of modifications constitutes acceptance of the updated terms. Material changes to pricing require sixty (60) days’ notice.

19.14 Related Agreements & Cross-References

This Agreement is part of the UPMOS Marketplace contract ecosystem. The following related agreements may apply to your vendor activities:

In the event of a conflict between this Agreement and the MPA, the MPA shall prevail unless this Agreement explicitly states otherwise for advertising-specific matters.

19.15 CLASS ACTION WAIVER

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND UPMOS EACH WAIVE ANY RIGHT TO ASSERT OR PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE ACTION PROCEEDING. ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, MASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT CLASS ARBITRATIONS, OR AWARD CLASS-WIDE RELIEF. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. If for any reason a claim must proceed in court rather than arbitration, you and UPMOS each waive any right to a jury trial as stated in §19.10.

19.16 Survival

The following provisions shall survive the termination or expiration of this Agreement for any reason and continue in full force and effect: §12 (Billing, Payment & Refunds — solely with respect to amounts accrued prior to termination), §13.1 (Binding Bids — for any bids placed prior to termination), §15 (Brand Safety & Compliance), §17 (Indemnification), §19.2 (Dispute Resolution), §19.3 (Governing Law & Jurisdiction), §19.5 (Limitation of Liability), §19.8 (Warranty Disclaimer), §19.10 (Jury Trial Waiver), §19.15 (Class Action Waiver), and §19.17 (Vendor Representations & Warranties). All payment obligations for services rendered prior to termination survive indefinitely.

19.17 Vendor Representations & Warranties

By accessing or using any advertising, subscription, auction, or tool service on the UPMOS Marketplace, you represent and warrant to UPMOS that, as of the date of each transaction or renewal:

1. Authority: You have the full legal right, power, and authority to enter into and perform this Agreement, and doing so does not violate any other agreement to which you are a party;
2. Accuracy: All information provided to UPMOS in connection with your account, advertising campaigns, and auction bids is accurate, current, and complete in all material respects;
3. Intellectual Property: Your advertising content, product listings, and promotional materials do not infringe any third party’s intellectual property rights, including patents, trademarks, copyrights, trade secrets, or rights of publicity;
4. Legal Compliance: Your use of UPMOS advertising services complies with all applicable federal, state, and local laws and regulations, including FTC Endorsement Guidelines (16 CFR Part 255), CAN-SPAM Act, and applicable consumer protection statutes;
5. Licensed Content: You have obtained all necessary rights, licenses, consents, and permissions to display, publish, and promote the content included in your advertising materials and product listings; and
6. Good Faith Bidding: Your participation in auctions is conducted in good faith, free from bid manipulation, shill bidding, fraud, collusion, or any other deceptive or anticompetitive practice.

These representations and warranties are deemed repeated as of each date you submit an advertisement, place an auction bid, or renew a subscription.

19.18 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between UPMOS and you. You have no authority to bind UPMOS to any obligation and shall not represent yourself as an agent, employee, or representative of UPMOS. UPMOS’s acceptance of your advertising services does not create any implied or express agency relationship.

19.19 No Third-Party Beneficiaries

This Agreement is entered into solely between UPMOS and you, and is for the exclusive benefit of the parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

19.20 Governing Language

This Agreement is written in the English language, which shall be the controlling language for all purposes. Any translation of this Agreement into another language is provided for convenience only. In the event of any conflict or inconsistency between the English version and any translated version, the English version shall prevail.

19.21 Publicity Rights

During the term of this Agreement and thereafter, UPMOS may reference your business name, logo, and general participation on the UPMOS Marketplace in UPMOS marketing materials, case studies, press releases, investor presentations, and on the UPMOS website, solely to identify you as a vendor on the platform. UPMOS shall not attribute specific sales figures, revenue amounts, or performance metrics to your business without your prior written consent. You may opt out of such reference by sending a written request to legal@upmos.com, and UPMOS will comply within thirty (30) days of receipt.

19.22 Export Controls & Sanctions Compliance

By accessing or using UPMOS advertising services, you represent and warrant that: (a) you are not located in, organized under the laws of, or a national or resident of any country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; (b) you are not listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s List of Specially Designated Nationals (SDN List), the U.S. Commerce Department’s Denied Persons List, or any equivalent list maintained by a government authority with jurisdiction over you; and (c) you will not use UPMOS services in connection with any transaction or activity that violates applicable U.S. export control laws or economic sanctions regulations, including the Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and regulations administered by the Office of Foreign Assets Control (OFAC). UPMOS reserves the right to immediately suspend or terminate your account and withhold payment of any amounts owed if UPMOS reasonably determines that you are in violation of this Section, without liability to you and without prejudice to any other right or remedy available to UPMOS.

19.23 Anti-Bribery & Anti-Corruption

You represent and warrant that you have not offered, paid, promised, authorized, or accepted any improper payment, gift, benefit, or other advantage, directly or indirectly, in connection with these Advertising Terms or your use of the UPMOS Marketplace, and you agree to comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010, and any equivalent legislation applicable in your jurisdiction. You shall maintain adequate internal procedures designed to prevent bribery and corruption. Breach of this Section is grounds for immediate termination of this Agreement and all active subscriptions without refund.

19.24 Insurance Requirements

Throughout the term of this Agreement and for a period of two (2) years following its termination or expiration, you shall obtain and maintain, at your own expense, the following minimum insurance coverages with insurers rated A- or better by AM Best:

1. Commercial General Liability (CGL): Minimum limits of $1,000,000 per occurrence and $2,000,000 in the aggregate, covering bodily injury, property damage, personal injury, and advertising injury arising out of your vendor activities on the UPMOS Marketplace;
2. Errors & Omissions / Professional Liability: Minimum limits of $1,000,000 per claim and $1,000,000 in the aggregate, covering claims arising from your advertising campaigns, sponsored product representations, or vendor services;
3. Cyber Liability: Minimum limits of $500,000 per occurrence, covering data breaches, ransomware, and network security incidents arising from your use of UPMOS platform integrations (including API access); and
4. Workers’ Compensation: As required by applicable law in your jurisdiction, where you have employees.

Upon UPMOS’s written request (not more than once per calendar year), you shall provide UPMOS with certificates of insurance evidencing the above coverages within ten (10) business days of such request. Failure to maintain required insurance is a material breach of this Agreement and grounds for immediate suspension. UPMOS makes no representation that these minimum limits are sufficient for your individual risk profile — you are responsible for determining appropriate coverage levels for your business.

20. Contact Information

20.1 Advertising Support

Phone (Advertising team): 1-855-MERCHED (1-855-637-2433) · Monday–Friday 9:00 AM–6:00 PM Central Time (excluding U.S. federal holidays). TTY/TRS: dial 711 and request 1-855-637-2433.

20.2 Related Documents

• Marketplace Participation Agreement (MPA)
• Service Level Agreement (SLA)
• Non-Disclosure Agreement (NDA)
• Tax Information & Reporting Policy
• Brand Registry & Trademark License Agreement
• Fulfillment, Logistics & Shipping Policy
• Go Partner API & Developer Terms of Service

21. Vendor Acknowledgment & Consent

By purchasing any advertising product, subscription, tool subscription, membership, or by participating in any auction on the UPMOS Marketplace, you acknowledge that you have read, understood, and agree to be bound by these Advertising, Sponsored Products & Vendor Services Terms of Use.

By selecting any subscription, tool, or membership in Section 23 below, you confirm your understanding and agreement to the following:

• Terms Acceptance: You have read and understand the complete Advertising, Sponsored Products & Vendor Services Terms of Use (v4.0) and agree to be bound by all provisions herein.
• Revenue Model: You understand the three-category revenue model (Spotlight Plans, Auction Placements, Vendor Tools) and that each category serves a different purpose. None of these categories affect your commission rate.
• Subscription Terms: Spotlight subscription plans (Basic $29/mo, Pro $79/mo, Elite $199/mo) are recurring monthly charges that auto-renew until cancelled. All subscription payments are non-refundable. Cancellation takes effect at the end of the current billing period.
• Auction Binding Bids: All auction bids are legally binding commitments. Winning bids are automatically charged. Non-payment consequences include potential permanent auction ban after three Non-Payment Strikes. All winning auction bids are non-refundable.
• Auction Formats: You understand the difference between Standard (Open) Auctions and Sealed (Silent) Auctions, and accept the rules governing each format including anti-sniping protection and CPM bidding mechanics.
• Vendor Tools: Vendor Tool subscriptions (Analytics Pro $24/mo, Store Customizer $19/mo, Boost Pack $34/mo, Priority Shipping Badge $9.99/mo, Review Booster $19/mo, Multi-Store Manager $59/mo, Abandoned Cart Recovery $34/mo, Smart Inventory Alerts $14/mo, Coupon & Promo Manager $24/mo, Product Bundling Tool $29/mo, Social Auto-Poster $14/mo, Customer Loyalty Points $39/mo) are monthly recurring charges for SaaS features that auto-renew until cancelled. Premium members receive 5 tools free; Enterprise members receive 12 tools free. All tool subscription payments are non-refundable. Vendor API Access (Go Partner Program) is governed by a separate subscription agreement — see §8.1 for pricing and enrollment details.
• Vendor Membership: Vendor Membership tiers (Premium $149/yr, Enterprise $299/yr) provide operational benefits, verified status, included tool subscriptions, reduced CPM auction floors, priority creative review, and sponsored homepage ads. Enterprise includes everything in Premium plus additional benefits. Memberships do NOT include commission rate discounts or reductions. All membership fees are non-refundable.
• Creative Standards: You agree to comply with all content and creative standards including prohibited content rules. All display banner creatives are subject to 24–48 hour review and may be rejected.
• Non-Refundable Policy: ALL advertising products, subscriptions, auction bids, vendor tools, and membership fees are non-refundable. Cancellation takes effect at the end of the current billing period with no refund for any portion of the paid period.
• Performance Disclaimers: UPMOS does not guarantee any specific level of impressions, clicks, conversions, or revenue from any advertising product.
• Compliance & FTC: All advertising content must comply with FTC guidelines, applicable laws, and UPMOS brand safety standards. Sponsored content will be clearly labeled.
• Suspension & Termination: UPMOS may suspend or terminate advertising privileges for violations of these terms.
• Indemnification: You agree to indemnify and hold harmless UPMOS for claims arising from your advertising content, auction participation, or breach of these terms.
• Dispute Resolution: Disputes will be resolved through good-faith mediation followed by binding arbitration (AAA, Houston, Texas). You waive your right to a jury trial.

21.1 Click-Wrap Acceptance & Electronic Record

UPMOS records your acceptance of these Advertising Terms electronically at the time of each transaction. The following information is captured and retained for enforcement and audit purposes:

• Timestamp: The exact date and time (UTC) at which you completed checkout, activated a subscription, or placed an auction bid;
• IP Address: The Internet Protocol address associated with your session at time of acceptance;
• Account Identifier: Your unique UPMOS vendor account ID and the email address associated with your account;
• Version Accepted: The version number and effective date of the Advertising Terms in force at the time of your transaction (currently v4.0, April 16, 2026);
• Transaction Reference: The WooCommerce order ID or auction bid ID associated with the acceptance event; and
• Device & Browser: User-agent string recorded at time of session for device-type identification.

These electronic records constitute sufficient evidence of your agreement to these Terms under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act (UETA). You waive any right to object to the validity or enforceability of this Agreement on the grounds that it was formed electronically.

21.2 Record Retention

UPMOS retains acceptance records for a minimum of seven (7) years from the date of acceptance, or for as long as your vendor account remains active, whichever is longer. You may request a copy of your acceptance record by contacting legal@upmos.com.

21.3 DPA Acceptance

If you are established in the European Economic Area (EEA), United Kingdom, or Switzerland, or if you process personal data of individuals located in those regions in connection with your use of UPMOS advertising services, your acceptance of these Advertising Terms also constitutes acceptance of the Data Processing Addendum (DPA), which is incorporated herein by reference. The DPA supplements these Terms with GDPR-compliant data processing obligations and governs how UPMOS processes personal data on your behalf or jointly with you in connection with advertising services.

Quick Reference Card

• • Spotlight Basic ($29/mo): 1 tagged SKU — Promotional & Urgency + Feature & Benefit tags (35 tags), priority placement
• • Spotlight Pro ($79/mo): Up to 3 tagged SKUs — Basic tags + Social Proof & Trust + Contextual & Demographic (67 tags), Recommended Vendor badge
• • Spotlight Elite ($199/mo): 7 tagged SKUs — All 87 tags (6 categories) + UPMOS Favs auction badge eligibility + sidebar banner + newsletter + account manager
• • Auction Ad Zones (CPM): 13 zones across shop, product, category, vendor store, blog, and off-site (newsletter). CPM-based bidding with category-specific starting bid floors ($2–$30 CPM)
• • Auction Subscription: $9.95/month (month-to-month) or $96/year — Save $23.40/yr by going annual ($8.00/mo equivalent, single upfront payment). Required for all auction participation.
• • Time Windows: 6 daily 4-hour windows (6AM–10AM, 10AM–2PM, 2PM–6PM, 6PM–10PM, 10PM–2AM, 2AM–6AM CST) for granular bid control
• • Analytics Pro ($24/mo): Advanced dashboards, demographics, conversion tracking, heatmaps
• • Store Customizer ($19/mo): Custom banner, colors, product slider, custom URL slug
• • Boost Pack ($34/mo): 1 newsletter mention + SEO optimization monthly
• • Priority Shipping Badge ($9.99/mo): “Fast Shipping” badge + priority in shipping filters
• • Review Booster ($19/mo): Automated review requests + review analytics + response tools
• • Multi-Store ($59/mo): Up to 3 separate storefronts under one account
• • Vendor API Access — Go Partner Program (from $1,495/yr): Full REST API for inventory sync, bulk operations, webhooks
• • Vendor Premium ($149/yr): Verified badge (40% more buyer trust), 2-hr priority support, specialty categories (Jewelry/Fine Art/Gift Cards), premium zones (Z2 + Z12), 5 free tools ($1,140/yr value: Analytics Pro, Store Customizer, Inventory Alerts, Coupon Manager, Social Poster), 10% reduced CPM floors, 12-hr creative review, 3 sponsored homepage ads/year. 7.7x return on membership cost from tools alone
• • Vendor Enterprise ($299/yr): Everything in Premium + dedicated account manager, custom store layout, beta features, co-marketing, quarterly strategy calls + all 25 categories & all 13 zones + exclusive homepage section ads + 12 free tools ($3,828/yr value), 20% reduced CPM floors, same-day creative review, 7 sponsored homepage ads/year. 12.8x return on membership cost from tools alone
• • No Commission Impact: Advertising and services are entirely separate from your 9–21% commission rate
• • Sealed Auctions: Hidden bids encourage vendors to bid their true value without sandbagging
• • Anti-Sniping: 5-minute extension if bids placed in final 5 minutes
• • FTC Compliant: All sponsored content clearly labeled
• • 24–48 Hour Creative Review: All banner creatives reviewed before going live
• • Ad Credits: 3% bonus at $500, 5% at $1,000, 10% at $5,000+
• • Questions? ads@upmos.com