Terms & conditions

1. Business-to-business service; age restriction

The Exchange is a business platform. It is not a consumer service, hosts no adult content of its own, and may only be accessed by persons aged 18 or over acting for a legally constituted business. Individuals under 18, and anyone accessing the platform for personal consumption of adult material, are prohibited from registering.

2. Onboarding and verification

Before activation the Exchange conducts due diligence: certificate of incorporation, register of directors and beneficial owners holding over 25%, government photo identification for authorised signatories, and sanctions and adverse-media screening against UN, UK, EU, US OFAC and Cayman Islands lists.

Supply Partners must additionally evidence: an operating age-assurance mechanism on each registered property; a documented performer age-verification and consent record-keeping process, including releases for all depicted persons; a published takedown and complaints procedure with a named contact; and ownership or lawful operation of every domain submitted. The Exchange may decline or revoke access at its discretion.

3. Absolutely prohibited material

The following result in immediate, permanent termination, forfeiture of any balance held, preservation of all associated records, and referral to law enforcement and to NCMEC or the Internet Watch Foundation as appropriate:

• any depiction of a minor, or of a person appearing to be a minor, in a sexual context, including drawn, animated or synthetic material;
• non-consensual material, including image-based sexual abuse, “revenge” content, hidden-camera footage and deepfakes of real persons;
• content depicting coercion, trafficking, incapacity, bestiality, or serious physical harm;
• content promoting or facilitating sexual services where prohibited by the law of the visitor’s territory;
• malware, cryptominers, forced downloads, or creatives that impersonate a system, browser, player or messaging interface.

Partners must report suspected material immediately to contact@naughty.bid. Failure to report known material is itself a breach.

4. Partner warranties

Each Partner warrants on a continuing basis that it complies with all laws applicable to it, including record-keeping and labelling obligations for adult content, age-verification duties in territories that impose them, consumer-protection rules on subscription billing, and applicable data-protection law.

Demand Partners further warrant that their creatives and destinations comply with the creative policy published on the ad formats page, that they hold all necessary rights and releases, and that any subscription offer discloses price, billing frequency and cancellation route before payment.

5. Auction mechanics and no volume guarantee

Impressions clear in a first-price auction. The Exchange does not guarantee volume, win rate, position, fill rate or revenue, and figures shown in the interface or in marketing material are indicative averages, not commitments. The Exchange may adjust floors, reject bids, and exclude inventory or creatives at any time to protect the integrity of the marketplace.

6. Measurement, invalid traffic and discrepancies

Exchange server logs are definitive for billing and payout. Discrepancies of up to 10% against a Partner’s own tracker are normal and not adjustable. Traffic identified as invalid by the Exchange’s pre-bid and post-auction filtering is excluded from billing, credited to Demand Partners, and deducted from Supply Partner earnings, including retrospectively where fraud is established.

7. Fees, settlement and payouts

Demand Partners fund a prepaid balance by wire, card (where approved), USDT, USDC or Paxum; net-15 credit terms may be granted after three settled months. The Exchange retains a disclosed take rate on cleared spend, stated in the account dashboard and on each statement.

Supply Partner payouts run net-7 on request above a USD 50 threshold. Earnings subject to a fraud, chargeback or content investigation are withheld pending its outcome. Unspent buyer balance is refundable to the original funding source, less processing costs, and never to a third party. Balances inactive for 24 months may be forfeited after 30 days’ notice.

8. Taxes

Amounts are exclusive of any tax. Each Partner is responsible for its own taxes, including any withholding, VAT, GST or digital-services tax arising in its own jurisdiction, and will provide tax documentation on request.

9. Confidentiality and data

Floors, take rates, zone-level performance and rate cards are confidential and may not be republished. Each Partner is an independent controller for the personal data it determines the purposes of; the Exchange’s processing is described in the privacy policy, and a data processing addendum is available where a Partner is subject to GDPR or comparable law.

10. Suspension and termination

The Exchange may suspend or terminate access immediately for a breach of sections 2, 3 or 4, on the demand of a regulator, payment partner or court, or where required by sanctions law. Either party may terminate for convenience on seven days’ written notice. Sections 3, 6, 7, 9, 11, 12 and 14 survive termination.

11. Disclaimer and limitation of liability

The Exchange is provided “as is” and “as available”, with all implied warranties excluded to the fullest extent permitted by law. The Exchange is a technical intermediary and is not the publisher or author of any Partner’s content or creative.

Neither party is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, data or goodwill. The Exchange’s aggregate liability in any 12-month period is limited to the greater of its take-rate revenue earned from the affected Partner in the three preceding months and USD 5,000. Nothing excludes liability for fraud or for anything that cannot lawfully be excluded.

12. Indemnity

Each Partner indemnifies the Exchange, its officers, employees and counterparties against all claims, fines, regulatory penalties, losses and reasonable legal costs arising from that Partner’s content, creatives, destinations, licensing or verification position, or its breach of sections 3 or 4.

13. Changes

The Exchange may amend these terms on 14 days’ notice by email and in-dashboard notification, except where a change is required immediately by law or by a payment partner. Continued use after the effective date constitutes acceptance.

14. Governing law and disputes

These terms are governed by the laws of the Cayman Islands. The parties will attempt good-faith resolution for 30 days; failing that, disputes are finally resolved by arbitration in George Town under the Cayman Islands Arbitration Act, before a single arbitrator, in English. Either party may seek urgent injunctive relief in any competent court to protect confidential information, intellectual property, or to address prohibited material under section 3.

15. General

The parties are independent contractors; nothing creates a partnership, agency or joint venture. Neither party may assign without consent, except to a group company or on a sale of the business. If a provision is unenforceable the remainder stands. These terms, together with any insertion order and the published platform policies, are the entire agreement. Notices go to contact@naughty.bid and to the Partner’s registered account email.