Terms of ServiceAllgemeine Geschäftsbedingungen

These terms govern your use of the stads advertising service at stads.cc - a privacy-first, text-only advertising service in which stads sells advertising in its own name (as principal/reseller) and buys the ad space it needs from Publishers. They form a binding contract between you and the Operator, Fabian Bachfischer Software, identified in our Impressum (the "Operator", "we", "us").

The legally authoritative version of these terms is the German version (AGB). This English text is provided for convenience only; in case of conflict, the German version prevails to the extent permitted by mandatory law.

These Terms of Service / Allgemeine Geschäftsbedingungen (the "Terms") apply to all use of the stads platform, including the website, dashboard, API, and the CLI client (the "Service"). The Service is operated by the Operator:

Postal addressFabian Bachfischer Software
c/o POSTFLEX PFX-504-917
Emsdettener Straße 10
48268 Greven
Deutschland (Germany)

stads acts as a reseller in its own name and for its own account (principal) and maintains two separate contractual relationships for this: Advertisers buy an advertising service from us - the display of one labelled line of plain text - and fund a prepaid balance for it; Publishers sell us one line of their CLI status bar (ad space), which we buy in our own name and pay for per validated impression. There is no direct contract between Advertisers and Publishers; we are not an intermediary, commercial agent, or payment transmitter, but the contractual counterparty to each side, bearing our own economic risk (pricing, performance, and credit risk). A single account may act in either or both roles; the role-specific clauses below apply to you accordingly. "User" means any Advertiser or Publisher.

Deviating, conflicting, or supplementary terms proposed by a User do not become part of the contract unless we have expressly agreed to them in text form. This applies even where we perform without reservation in awareness of such terms.

You may use the Service only if you are at least 18 years old and have the legal capacity to enter into a binding contract. Each natural person or legal entity may hold one account unless we agree otherwise in text form; multiple or shared accounts used to evade limits, moderation, or fraud controls constitute a material breach.

A "consumer" (Verbraucher, § 13 BGB) is a natural person acting for purposes outside their trade, business, or profession; an "entrepreneur" (Unternehmer, § 14 BGB) acts in exercise of their trade or profession. Several clauses below (in particular the liability limitations and the choice of court) apply only to the extent permitted by mandatory consumer-protection law; nothing in these Terms limits statutory rights that cannot be waived.

Publishers who earn payouts and Advertisers who fund budgets typically act as entrepreneurs. You are responsible for your own trade, tax, and (where applicable) social-security registration arising from your use of the Service.

To fund a budget or receive payouts you must create an account and provide accurate, current information. You are responsible for safeguarding your credentials and for all activity under your account. Notify us without undue delay at billing@soundworks-ai.com if you suspect unauthorised access.

Authentication is provided by a third-party identity provider (Supabase). We may require additional verification before enabling money flows, including identity or business verification (Know-Your-Customer / Know-Your-Business) and the Stripe onboarding described in Section 06. Accounts are personal to the holder and may not be sold, rented, or transferred without our prior consent in text form.

The Service composes one clearly labelled line of plain text into a Publisher's CLI status bar. No images, tracking pixels, or executable code are delivered, and no code or content ever leaves the Publisher's machine. An "impression" is a display of an Advertiser's ad line that passes our server-side validation (for example a held lease plus elapsed time plus clock checks). Only validated impressions are billable and revenue-generating.

No client-side action ever mints money. Each billable impression is recorded as an itemised entry on a double-entry ledger - the "receipt" - showing the price the Advertiser paid for the advertising service and the amount stads paid the Publisher for the ad space it bought. Amounts are tracked internally in micro-dollars (µ$) and rendered as decimal strings at display and payout boundaries.

We do not guarantee any minimum volume of impressions, fill rate, earnings, or campaign performance, and we may apply per-account or per-surface rate limits, frequency caps, or eligibility rules at our reasonable discretion.

Advertisers fund a prepaid budget (a "deposit") before a campaign can serve. Deposits are taken via our payment processor (Stripe) and credited to your account balance. You authorise us and Stripe to charge your chosen payment method for the deposit amount plus any applicable taxes.

Funding model

prepaid budget

Billed on

validated impressions

Invalid traffic

credited back

Currency / unit

USD · micro-dollars (µ$)

As validated impressions occur, the Advertiser's budget is debited at the agreed price (for example a CPM rate shown at campaign creation). You pay only for impressions that pass validation; impressions our systems classify as invalid traffic are not charged or are credited back to your balance automatically. Pricing, minimum deposits, and any service fees in effect are those displayed in the dashboard at the time you fund or launch a campaign.

Taxes (including German VAT / Umsatzsteuer where applicable) are shown and handled in addition to the amounts you fund. Where the reverse-charge mechanism applies (for example a valid EU VAT-ID for cross-border B2B supply), you are responsible for accounting for VAT in your jurisdiction. Stripe processing fees and taxes are borne by stads as its own operating costs out of its margin; they do not reduce the amount paid to Publishers.

The budget you fund is a prepayment (advance) for the advertising service stads owes in its own name, in the form of a non-refundable, non-transferable service credit usable solely to offset validated impressions on the stads platform (a closed system). It is not money deposited with us for safekeeping or held on trust, confers no right to a cash payout, and is not electronic money. There is no right to a refund of unspent credit except as set out in Section 08 or required by mandatory law. Ad content you submit is subject to moderation under Section 07 and may be rejected or paused without entitling you to compensation beyond the value of unspent credit.

Publishers sell stads, per validated impression, the display on their ad space; stads pays for this purchased supply at the price set out in Section 09. The remuneration accrues to your account balance and becomes eligible for payout after it reaches the status "available" on the ledger, following any maturation, hold, or validation period we apply to allow invalid traffic to be reversed.

Payouts are made exclusively through Stripe Connect. To receive money you must create and onboard a Stripe Connected Account and provide all information Stripe requires (identity, bank or payout details, and tax information). Your use of Stripe Connect is additionally governed by the Stripe Connected Account Agreement and the Stripe Services Agreement, which you accept during onboarding. By onboarding, you authorise the Operator to act as a platform on your behalf with respect to your Connected Account as described in those agreements.

Payouts may be subject to a minimum payout threshold and a payout schedule, each as displayed in the dashboard. We or Stripe may delay, hold, or reverse a payout where required for fraud review, validation, legal or tax compliance, or where Stripe places a restriction on your Connected Account. We are not the payee's bank and do not control Stripe's underwriting decisions, reserves, or timelines.

Until paid out, your accrued remuneration is an unsecured claim against the Operator (consideration for the ad space sold to stads) and is not held in a segregated client or trust account. Matured, validated remuneration is paid via Stripe Connect; otherwise you bear the Operator's general credit risk as with any outstanding receivable.

You are solely responsible for the taxes due on your remuneration, including income tax and, where applicable, VAT/Umsatzsteuer and the German small-business rule (Kleinunternehmerregelung, § 19 UStG). Remuneration figures shown in the dashboard are estimates subject to correction, audit, and reversal until finally paid. Because by selling your ad space you supply a service to us as an entrepreneur, you are responsible for issuing any invoices your tax law requires, or for accepting credit-note (Gutschrift) settlement if we offer it.

Advertisers are responsible for the lawfulness of their ad content and the goods or services it promotes. Ad content must be truthful, comply with applicable law (including German and EU advertising, competition (UWG), and consumer-protection law), must not infringe third-party rights, and must not contain malware or deceptive links. The following are prohibited:

• illegal goods or services, or content that is unlawful in the recipient's jurisdiction;
• deceptive, misleading, or unsubstantiated claims (including health, financial, or earnings claims);
• hate speech, harassment, content that exploits or endangers minors, and adult or sexually explicit content;
• gambling, weapons, or other regulated categories where not licensed and lawful;
• malware, phishing, or links to sites that deploy them.

All Users are prohibited from interfering with the integrity of the service. This includes, without limitation: generating artificial, automated, incentivised, or otherwise invalid impressions or traffic; manipulating leases, clocks, metrics, or the ledger; operating multiple or coordinated accounts to inflate remuneration or evade limits; reverse-engineering or circumventing our validation, moderation, or rate-limiting; and any attempt to extract money the receipt does not legitimately reflect.

We operate automated and manual integrity checks. Where we detect invalid traffic, fraud, or abuse, we may: withhold, reverse, or void affected ledger entries and earnings; decline or claw back payouts (including via Stripe); pause or remove ad content; suspend or terminate accounts; and report to the competent authorities. We may correct over-credited or erroneously paid amounts. These remedies are in addition to any statutory claims.

Content moderation and transparency (DSA). Ad content is reviewed before serving: automatically, by a keyword-based classifier over the text and link plus a URL-safety check, and then by manual approval. An ad serves only after approval (fail-closed). If we reject, disable, or pause an ad, you as the advertiser receive a statement of reasons setting out the action, whether it rests on illegality or a breach of these Terms, the facts relied on, whether automated means were used, and the available redress (Art. 17 Reg. (EU) 2022/2065 - DSA).

Notice-and-action; point of contact. Any person may report a served ad they consider illegal through our Art. 16 DSA notice-and-action mechanism at /report or by email to abuse@soundworks-ai.com. The same address is our single point of contact for authorities (Art. 11 DSA) and for recipients (Art. 12 DSA); the languages of communication are German and English. As a micro/small enterprise we are exempt from the Art. 20-21 DSA duties (internal complaint-handling, out-of-court dispute settlement); recourse to the courts is unaffected.

Unspent credit. Amounts validly spent on validated impressions are non-refundable, since the service has been rendered. There is generally no right to a cash refund of unspent credit; it remains available for use on advertising services. Unaffected are: (a) the consumer right of withdrawal (see below and /widerruf); (b) a refund where we discontinue the service or terminate the account without cause; (c) mandatory statutory claims. Otherwise we may, at our discretion (as a goodwill gesture), refund unspent credit to the original payment method, less any non-recoverable payment-processing fees and any amounts subject to a fraud or chargeback hold.

Consumer right of withdrawal. If you contract with us as a consumer, you have a statutory 14-day right of withdrawal (Widerrufsrecht) under §§ 312g, 355 BGB. Because stads is a service, during checkout we obtain your express request that we begin performance before the withdrawal period ends, together with your acknowledgement that you lose the withdrawal right upon complete performance (§ 356 (4) BGB). If you withdraw before then, you owe reasonable value compensation for the part already served (§ 357 (8) BGB) - in practice, the budget already spent on validated impressions; any unspent balance is refunded in full. The full withdrawal instruction and model withdrawal form are at /widerruf and are provided to consumers before contract conclusion.

Chargebacks. If you initiate a chargeback or payment dispute with your bank or card issuer instead of first contacting us at billing@soundworks-ai.com to resolve the issue, you may be in breach of these Terms. While a dispute is open we may suspend the account, pause campaigns, and freeze affected balances and payouts. Chargebacks that are later found unjustified entitle us to recover the disputed amount and any processor fees and reasonable handling costs we incur, subject to mandatory law. You remain free to prove that we incurred no loss, or a substantially lower one. Nothing here limits your statutory or scheme rights to dispute genuinely unauthorised or incorrect charges.

Publisher reversals. Remuneration tied to impressions later found invalid may move from "pending" or "available" to "reversed" before payout, and already-paid amounts for invalid traffic or fraud may be reclaimed.

For each validated impression, the Advertiser pays stads the price shown in the dashboard (the "impression price"). stads renders the advertising service in its own name and pays the Publisher for the ad space it bought for it at currently 50% of the impression price; the remaining 50% is stads's margin, out of which stads bears its costs (including payment processing, taxes, and operations). This is not the splitting of third-party money but two separate transactions: the sale of the advertising service to the Advertiser and the purchase of ad space from the Publisher. The receipt shows both amounts line by line. Amounts are computed in micro-dollars (µ$); where the remuneration does not divide evenly, the single indivisible µ$ remains in stads's margin.

Advertiser pays stads

impression price

stads pays Publisher

50%

stads margin

50%

Payment-processing fees (Stripe) and taxes are borne by stads out of its margin and do not reduce the Publisher's remuneration, except where a Stripe payout fee or negative balance is unavoidably attributable to the Publisher's Connected Account under the Stripe agreements. The remuneration is currently 50% of the impression price; we may change it prospectively with reasonable advance notice as described in Section 13, and any change applies only to impressions served after it takes effect.

We provide the Service with reasonable care but do not warrant uninterrupted or error-free availability. We may perform maintenance, and we may add, change, or discontinue features. The CLI client composes a line into status bars of third-party tools that we do not control; those tools may change, and their own terms apply to your use of them. You are responsible for ensuring your use of the Service complies with the terms of any third-party software you run it alongside. We are not affiliated with the makers of those tools.

We are liable without limitation for damages arising from injury to life, body, or health caused by our negligent or intentional breach of duty, for damages caused by our intent or gross negligence, under the German Product Liability Act (Produkthaftungsgesetz), and to the extent we have assumed a guarantee.

For the slightly negligent breach of an essential contractual obligation (a so-called cardinal duty, whose fulfilment makes proper performance of the contract possible and on whose observance the contractual partner regularly relies), our liability is limited to the foreseeable damage typical for this type of contract. Any further liability for slight negligence is excluded.

In particular, and within the limits above, we are not liable for lost profits or lost earnings, for indirect or consequential damage, for the acts, omissions, decisions, reserves, or timing of Stripe or other third parties, or for losses resulting from invalid traffic, fraud by third parties, or changes to third-party tools. The above limitations also apply in favour of our legal representatives, employees, and vicarious agents. None of the above affects mandatory statutory liability or any non-excludable consumer rights.

The contract runs for an indefinite term. You may stop using the Service and request closure of your account at any time. Either party may terminate the ongoing relationship for convenience with reasonable notice, and either party may terminate for cause (außerordentliche Kündigung) where, taking all circumstances into account, continuation cannot reasonably be expected - including material breach, fraud, or unlawful use.

On termination: your licence to use the Service ends; we may disable your account; pending campaigns stop serving; and we will settle balances that are due and not subject to a fraud, dispute, or legal hold. Refunds of unspent budget follow Section 08; matured, validated Publisher remuneration remains payable via Stripe Connect subject to the thresholds and holds above. Provisions that by their nature should survive termination (including fraud remedies, liability, governing law, and accrued payment obligations) continue to apply.

We may amend these Terms to reflect changes in the Service, our prices or Publisher remuneration, applicable law, or our processors. We will notify you of material changes by a suitable means (for example email or an in-dashboard notice) with reasonable advance notice before they take effect. For consumers, a change becomes binding only if we have pointed out the consequences of not objecting and you have not objected within the stated period, or as otherwise required by mandatory law. If you do not accept a material change, you may terminate before it takes effect.

These Terms and the contractual relationship are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). For consumers, this choice of law does not deprive you of the protection of mandatory provisions of the law of your country of habitual residence.

If you are a merchant (Kaufmann), a legal entity under public law, or a special fund under public law, or if you have no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the Operator's seat in 48268 Greven. For consumers, the statutory places of jurisdiction apply.

The European Commission provides a platform for online dispute resolution (ODR): https://ec.europa.eu/consumers/odr/. We are neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board (Verbraucherschlichtungsstelle, § 36 Abs. 1 Nr. 1 VSBG).

Should any provision of these Terms be or become invalid, the validity of the remaining provisions is unaffected. You may not assign your rights or obligations under these Terms without our prior consent in text form; we may assign this contract to an affiliate or in connection with a merger or transfer of the business, provided your rights are not diminished. We may engage third parties (such as Stripe and Supabase) to perform parts of the Service.

For data protection, see our Datenschutzerklärung (privacy policy) and, where you process personal data on our behalf, our data processing agreement (GDPR). Operator identity and contact details are in our Impressum.