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Article 1 (Purpose)

These Terms set out the conditions and procedures for using the Ad.Control Referral Program (hereinafter the “Program”) operated by Open Rhapsody Co., Ltd. (hereinafter the “Company”), as well as the rights, obligations, and responsibilities between the Company and participants.

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Article 2 (Definitions)

  1. “Referrer” means an individual or corporation that has agreed to these Terms, completed Referral Registration with the Company, and been approved by the Company.
  2. “New Client” means a new publisher (on a corporate-entity basis) introduced by a Referrer through the Program.
  3. “Referred Contact” means a representative of the New Client introduced by the Referrer to the Company, whom the Company treats as the recipient of the referral email and the meeting proposal.
  4. “Referral Registration” means advance registration through the official form provided by the Company, and the time of registration serves as the reference point for all eligibility determinations.
  5. “Referral Email” means the first introductory email (including the Referrer as a CC recipient) that the Company sends to the Referred Contact after Referral Registration is approved.
  6. “Valid Reply” means a reply in which the Referred Contact, or a representative of the New Client who received the introduction or forwarding from the Referred Contact, expresses an intention to hold a meeting, use Ad.Control, or proceed with a related consultation; automatic responses, read receipts, mere expressions of thanks, and explicit refusals are not deemed Valid Replies.
  7. “First Meeting Held” means a face-to-face or online meeting actually conducted, with a schedule arranged in advance, between the Company and the working-level representative or decision-maker of the Referred Contact or the New Client. An online meeting means a meeting conducted through a real-time conferencing tool such as Zoom, Google Meet, or Microsoft Teams; a mere phone call is not deemed a meeting regardless of whether it was scheduled in advance, and email correspondence, requests for materials, or scheduling coordination alone are likewise not deemed a meeting.
  8. “Settlement-Basis Revenue” collectively refers to the following revenues attributable to the Company arising from a New Client, and means the confirmed amount reflecting deductions for invalid traffic, refunds, ad-spend adjustments, payment gateway fees, accounts receivable, payment cancellations, and other settlement-related deductions. Settlement-Basis Revenue is based on the supply value excluding value-added tax (VAT); where a client has been billed with VAT included, the amount equivalent to such VAT is not included in the Settlement-Basis Revenue.
    • a. Wave Usage Fee Revenue: the impression-based usage fee paid to the Company by a New Client under the Ad.Control Wave paid plan (Terms of Service, Article 2.2).
    • b. Backfill Operating Commission Revenue: the 20% operating commission received by the Company on the New Client’s network ad revenue (Terms of Service, Article 8.3). It is based on the commission attributable to the Company, not the total ad revenue.
    • c. Under these Terms, “use of Ad.Control” or “operation of Ad.Control” includes both use of the Wave paid plan and Backfill operation, unless otherwise specified.
  9. “First Revenue Date” means the date on which Settlement-Basis Revenue first arises from a New Client. Among items (a) and (b) of Article 2(8), the date on which revenue attributable to the Company of KRW 1 or more first arises in the actual operating environment is deemed the First Revenue Date. Once a First Revenue Date is recognized under either item, the Revenue Measurement Period does not restart even if separate revenue subsequently arises under the other item.
  10. “Revenue Measurement Period” means the total of three calendar months consisting of the month containing the First Revenue Date and the following two months. (Example: even if the first revenue arises on January 1 or January 31, the measurement period is January, February, and March, and the first month may include only part of the period.)
  11. “Completion of the Revenue Measurement Period” means that the New Client maintains Ad.Control in the actual operating environment until the end date of the Revenue Measurement Period. Where the Company reasonably determines that there has been termination, suspension of operation, abnormal or nominal deployment, test-purpose operation, or a substantially non-operational state, the measurement period is not deemed completed.
  12. “Meeting Bonus” means the reward paid upon the First Meeting Held.
  13. “Revenue Share” means the reward paid based on the Settlement-Basis Revenue.
  14. “Business day” means a day excluding Saturdays, Sundays, and public holidays in the Republic of Korea.

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Article 3 (Eligibility and Scope of Application)

  1. This Program is operated for Referrers in the Republic of Korea and domestic New Clients. Referrers located overseas or referrals of overseas clients are excluded from rewards except where separately approved by the Company.
  2. The Company may restrict participation in consideration of business needs, statutory restrictions, conflicts of interest, concerns about misconduct, existing contractual relationships, and the like.
  3. The following persons may not participate in this Program:
    • A public official, etc. as defined under Article 2(2) of the Improper Solicitation and Graft Act, whose participation in this Program may be in violation of that Act.
    • Any other person prohibited from participating in this Program or receiving rewards under the internal rules of their affiliated institution or company, or under relevant laws.
  4. The Referrer warrants, upon applying to participate, that none of the restriction grounds in paragraph 3 apply, and shall compensate the Company for any damages arising from a false warranty.

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Article 4 (Program Participation and Referral Registration)

  1. A person wishing to participate in the Program must register the referral in advance through the official form provided by the Company; referrals asserted after the fact are not recognized.
  2. Upon Referral Registration, the Referrer must accurately enter their own information (name, affiliation, email, phone number), the Referred Contact’s information (name, affiliation, email), the relationship with the Referred Contact, and the date and method by which consent to be contacted was obtained.
  3. Upon Referral Registration, the Referrer warrants the following:
    • That the Referrer has notified the Referred Contact in advance, and lawfully obtained their consent, regarding the provision of the Referred Contact’s personal information (name, email, affiliation, position, etc.) to the Company, the Company’s collection and use of such information for sales contact (sending the Referral Email, proposing meetings, providing service information, etc.), and that the retention period of the information is three years from the end date of this Program or the date the referral lapses.
    • That the Referrer has notified the Referred Contact that this matter is an introduction through the referral program and that the Referrer may receive a reward.
    • That the contents of the Referral Registration are true, and that referral eligibility and rewards may be canceled if there is any falsehood, exaggeration, or omission.
    • That participation in this Program and receipt of rewards do not violate the Referrer’s affiliated company, clients, business counterparties, or relevant laws or internal rules.
  4. The Referrer must maintain accurate contact and payment information during the period of participation in the Program, and the Company shall not be liable for any delay in notification or payment caused by changes to, errors in, or non-response regarding such information.
  5. The Company shall notify approval or rejection within five business days of receiving the Referral Registration. A registration may be rejected for reasons such as duplication with an existing pipeline, ineligibility, or potential conflict of interest, and the reason shall be notified together with any rejection.
  6. A Referrer wishing to withdraw from the Program may express their intention to withdraw to the Company in writing (including by email). Withdrawal does not affect any reward claims that have already arisen, and no new Referral Registration is possible after withdrawal.

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Article 5 (Recognition and Exclusion of Referrals)

  1. A referral is not recognized in any of the following cases:
    • Where, as of the registration date, the Company has, within the most recent six months, engaged in two-way contact, a meeting, a proposal, a quotation, a contract, an integration, ad operation, or settlement discussions with the relevant client. However, where a matter for which there was no Valid Reply or follow-up progress from the client for 60 days or more after a past contact is reconnected through the Referrer’s substantive introduction, it may be recognized at the Company’s discretion.
    • Where an officer or employee, agent, advisor, stakeholder who may influence purchasing or contracting decisions, or a specially related person thereof of the New Client refers their own company. However, this may be excepted where the Company has approved it in advance, having determined that there is no possibility of a conflict of interest.
    • A person who performs New Client sourcing under a separate sales, partnership, agency, consulting, lead-generation, or similar contractual relationship with the Company (except where approved in advance by the Company).
    • Where an officer or employee of the Company makes the referral.
  2. Where multiple Referrers register for the same client, the Referrer who registered first takes priority. If the first-registered referral lapses by exceeding the deadlines in Article 6, the opportunity transfers to the next registrant. If there is no next registrant, the Company treats the relevant client as unregistered.
  3. Where, after Referral Registration, the client is acquired through its own channel rather than the referral channel, the Company verifies whether the Referred Contact was aware of and went through the Referrer’s introduction, and recognizes the referral only where such fact is confirmed.
  4. The reward unit is the corporate entity, and revenue from multiple publishers operated by the same corporate entity is aggregated within the Revenue Measurement Period; even if the same corporate entity integrates additional publishers after the end of the measurement period, there is no additional reward. Where a determination of the reward unit is necessary due to a change of trade name, merger, division, business transfer, transfer among affiliates, or the like of a New Client, the Company makes a reasonable determination by comprehensively considering substantive identity, the settlement entity, the operating publisher, the revenue-attribution relationship, and the like.

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Article 6 (Rewards and Conditions for Maintaining Eligibility)

  1. Meeting Bonus: Where a first meeting is held, the Company pays the Referrer Naver Pay Points worth KRW 50,000. The Company reasonably determines whether to proceed with a meeting in consideration of client suitability, duplication with an existing pipeline, the Referred Contact’s authority and relationship, whether the referral is spammy or nominal, business reasonableness, and the like, and payment is made only where an actual meeting is held. The Meeting Bonus is paid only once per New Client, and is not paid in duplicate even if the same corporate entity, service, or representative, or a substantially identical referral, is registered separately.
  2. Validity requirements for a referral: A Valid Reply must be confirmed within seven business days of the date the Referral Email is sent. If this is not met, the relevant referral automatically lapses, neither the Meeting Bonus nor the Revenue Share is paid, and new registration by another Referrer for the same client becomes possible.
  3. Revenue Share: 50% of the Settlement-Basis Revenue (Article 2(8)) arising within the New Client’s Revenue Measurement Period is paid, and the total payment per New Client (corporate entity) is capped at KRW 10,000,000. All reward amounts are based on the amount before withholding tax. The Revenue Share of a corporate or individual-business Referrer is subject to VAT as consideration for introduction or brokerage services (regardless of whether the New Client’s revenue is zero-rated); in this case, unless otherwise notified, the KRW 10,000,000 cap is based on the supply value excluding VAT, and the VAT is paid separately from the reward.
  4. Additional conditions for Revenue Share payment: For referrals that satisfy paragraph 2, the Revenue Share is paid where all of the following are satisfied:
    • The first meeting is actually held within 30 days of the Valid Reply date. However, where the schedule has been confirmed but the actual date held exceeds 30 days due to the client’s circumstances or the like, the Company may extend eligibility at its reasonable discretion.
    • The first revenue arises within 180 days of the First Meeting Held date.
    • The New Client completes the Revenue Measurement Period (Article 2(11)). In the case of termination, suspension of operation, or non-operation before the end of the measurement period, the Revenue Share is not paid (the Meeting Bonus is retained).
    • Where any one of the above stages exceeds its specified deadline, Revenue Share eligibility lapses, and new registration by another Referrer for the same client may become possible.
  5. The basis for calculating the Revenue Share is the Settlement-Basis Revenue (Article 2(8)) arising from the New Client. Ad revenue brokered by the Company through Ad.Note is excluded.

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Article 7 (Settlement and Payment)

  1. The Meeting Bonus is paid within 30 days of the last day of the month containing the meeting date.
  2. The Revenue Share is paid to the account designated by the Referrer on the regular payment date following confirmation of the Settlement-Basis Revenue through settlement with the client, ad network, and the Company’s internal settlement after the end of the Revenue Measurement Period. The regular payment date is within 30 days of the last day of the final month of the Revenue Measurement Period, and payment may be withheld or adjusted where there are reasonable grounds such as settlement delays, deductions for invalid traffic, refunds, accounts receivable, or network adjustments.
  3. Upon payment, the Company shares the Settlement-Basis Revenue and the reward calculation results with the Referrer. However, the client’s raw data, advertiser names, campaign details, publisher traffic, and the like are not shared, and the shared details are subject to the confidentiality obligation in Article 8.
  4. The Revenue Share is based on the amount before withholding tax, and the Company shall deduct withholding tax amounts such as income tax in accordance with relevant laws before payment, and may carry out necessary tax processing such as filing a payment statement. The Revenue Share paid to an individual Referrer is processed under the appropriate income classification under relevant laws, such as other income or business income, taking into account the continuity and repetitiveness of the referral activity; in the case of a corporate or individual-business Referrer, the Company may request the issuance of a VAT tax invoice or qualified documentary evidence.
  5. Where the Referrer does not provide the requested information within a reasonable period from the date the Company requested the information necessary for payment, or is not reachable, payment may be withheld, and the payment schedule may be deferred to after the next regular payment date.

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Article 8 (Confidentiality)

  1. The Referrer must not disclose or share with any third party the name of the New Client, whether the New Client uses Ad.Control, whether and the scale to which revenue arises, settlement details, the contents of discussions between the Company and the client, or the scale of the rewards received.
  2. The Referrer may mention the fact of participating in the Program itself, but disclosure that specifies the client name, reward amount, or settlement details, or that combines these, is prohibited.
  3. The confidentiality obligation under this Article is maintained for three years even after the end of a referral, completion of reward payment, withdrawal from the Program, or termination of the Program, and information constituting a trade secret is maintained until that information loses its trade-secret status.
  4. In the event of a violation of this obligation, the Company may revoke referral eligibility, extinguish unpaid rewards, and claim a refund of amounts already paid.

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Article 9 (Obligations of the Referrer)

  1. The Referrer is not an agent or salesperson of the Company and has no authority to make any declaration of intent on behalf of the Company.
  2. The Referrer must not engage in the following acts:
    • False or exaggerated representations in the Company’s name (such as promises guaranteeing revenue).
    • Acts that harm third parties, such as indiscriminate spam sending.
    • Sales acts that impersonate or cause confusion with the Company’s brand.
    • Producing or distributing promotional advertising materials, landing pages, mass-sent messages, and the like using the Company’s name, logo, trademark, or service materials without the Company’s prior written consent.
  3. The Referrer may not assign, pledge, or transfer to a third party any reward claim or status under this Program without the Company’s prior written consent.

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Article 10 (Misconduct and Clawback)

  1. Where misconduct such as false referrals, collusion with the Referred Contact or client, artificial traffic manipulation, conflicts of interest, improper solicitation, or rebates is confirmed, the Company may refuse to pay rewards and claw back rewards already paid, and may permanently bar the relevant Referrer from participating in the Program. Where the Company notifies a clawback, the Referrer must return the relevant amount within 14 days of the notification date, and where damage has arisen to the Company or the client, the Company may separately claim damages.
  2. The Company reasonably applies the above measures in consideration of the degree of the violation, whether it was intentional or negligent, the damage arising to the Company or the client, the Referrer’s explanation, and the like.
  3. Where revenue is retroactively changed due to deductions for invalid traffic, refunds, network settlement adjustments, or the like, the reward is recalculated based on the confirmed Settlement-Basis Revenue, and where a material retroactive adjustment arises after payment, it may be offset against the next payment or clawed back.

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Article 11 (Processing of Personal Information)

  1. The Company collects and uses the personal information of Referrers and Referred Contacts for the operation of the Program, and the details are governed by the separate Referral Program Privacy Policy.
  2. Where the Referrer provides the Referred Contact’s personal information, the Referrer is responsible for obtaining lawful consent from the Referred Contact, and where a dispute, damage, sanction, or complaint arises due to the Referrer’s fault, the Referrer shall compensate the Company for the damage thereby incurred to the Company.
  3. The Company notifies the Referred Contact of the fact of personal-information processing and the method of opting out when sending the Referral Email.

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Article 12 (Modification and Termination of the Program)

  1. The Company may, with prior notice, modify the contents of the Program or terminate the Program, and even without terminating the Program, may temporarily suspend receipt of new Referral Registrations or restrict participation for specific periods, channels, or client groups.
  2. Where the Company modifies these Terms, it shall announce the modified contents and the effective date through the website operated by the Company and the like, from 7 days (30 days in the case of changes that are unfavorable or material to the Referrer) before the effective date. Where the Referrer does not explicitly express an objection by the effective date of the modified Terms and continues to participate in the Program, the Referrer is deemed to have agreed to the modified Terms, and a Referrer who does not agree to the modification may discontinue participation in the Program.
  3. However, referrals already registered and approved at the time of the modification or termination are processed under the existing terms, and the Referrer is not disadvantaged retroactively.

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Article 13 (Disclaimer and Limitation of Liability)

  1. The Company does not guarantee the conclusion of a contract with, the use of the service by, or whether or the scale to which revenue arises from the client introduced by the Referrer; whether and the scale to which revenue arises depends on the client’s operation.
  2. The Company is not liable for disputes arising in the relationship between the Referrer and the Referred Contact or client.
  3. Where the Company bears liability for damages to the Referrer in connection with these Terms or the Program, except in the case of the Company’s willful misconduct or gross negligence, such liability is limited to the aggregate of the rewards paid or to be paid to the Referrer in connection with the relevant referral. The Company is not liable for damages exceeding ordinary damages, such as special damages, indirect damages, and lost profits, regardless of foreseeability.
  4. Where a dispute, claim, damage, sanction, or complaint arises between a third party and the Company due to the Referrer’s violation of these Terms or relevant laws, or due to the falsity or inaccuracy of information the Referrer provided to the Company, the Referrer shall resolve it at their own expense and responsibility, and shall compensate the Company for the damage thereby incurred to the Company (including reasonable legal costs).

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Article 14 (Objections and Dispute Resolution)

  1. The Referrer may raise an objection within 30 days of the date the Company sent the settlement details to the email address registered by the Referrer or a separately confirmed contact, and upon the lapse of this period the settlement details are finalized.
  2. Matters not specified in these Terms or matters on which there is a difference of interpretation are processed in consideration of relevant laws, the purpose of the Program, and trade practices. In the event of a difference of interpretation, the Company decides after hearing the Referrer’s opinion, and does not restrict any remedy recognized under relevant laws.
  3. Disputes related to these Terms are governed by the laws of the Republic of Korea, and the court of competent jurisdiction for the first instance regarding a dispute shall be the court having jurisdiction over the location of the Company’s head office. However, where the Referrer is a consumer under relevant laws such as the Act on the Regulation of Terms and Conditions, the court of competent jurisdiction follows the Civil Procedure Act.

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Article 15 (Severability)

  1. Even where part of a provision of these Terms is found to be void or unenforceable under relevant laws or by a court’s determination, this does not affect the validity of the remaining provisions, and the part found void or unenforceable is deemed replaced with lawful and valid content that most closely reflects its intent.
Addendum These Terms take effect on July 1, 2026. Inquiries: support@adrop.io