Publisher Terms & Conditions
Effective July 29, 2020Download
Table of Contents
- The Program allows You to monetize Your Supply Inventory by paying you a CPM price for the viewable impressions displayed by LoopMe for LoopMe buyers. If You are accepted as a publisher in the Program and where Ads are successfully displayed on the Supply Inventory, LoopMe will pay You such amount as reflected on and on the basis of the LoopMe dashboard which You will have access to and be provided with once you register with LoopMe. For the sake of clarity, Your Supply Inventory shall not include any apps that do not feature on the Google Play Store or the Apple App Store. LoopMe shall not be liable to pay for any traffic from apps that are not part of either the Play Store or App Store.
- You shall be responsible for raising a valid invoice within five (5) working days of the end of the applicable month of active promotions under Your account and emailing the invoice to firstname.lastname@example.org. LoopMe will pay all undisputed Fees as stated on the invoice within 60 days from the receipt of such invoice. If there are any disputed amounts, both parties shall negotiate in good faith to resolve them. No payments will be issued for any amount less than $100 (USD) and any unpaid earnings will rollover and be charged on the next invoice (such amounts shall be noted on the face of the invoice for prior periods).
- The Parties agree that LoopMe’s obligation to pay amounts invoiced hereunder shall be subject to LoopMe’s receipt of funds from the applicable Buyer. LoopMe shall use reasonable endeavours to collect all monies due to LoopMe.
- From time to time LoopMe will run promotions for new customers to help them gain better value out of LoopMe and to encourage new publishers. You are responsible for the promo code being entered. LoopMe is under no obligation to enter it for you. If it is not entered, LoopMe will not pay You the amount the offer is valid for.
- Subject to invoice approval. LoopMe will pay invoices as noted above. Payments can be made in US dollars ($US), £ Sterling or Euros only. We shall send payment to you via wire transfer / BAC’s transfer. Our only liability is to send payment using the bank details provided by You and we shall have no liability for lost payments as a result of details being incorrectly entered by You. LoopMe shall not be liable for any bank charges attributable to the transfer, and shall be entitled to set off the same against the invoice as raised by You.
- LoopMe reserves the right to discontinue the Program, withhold payment at any time, and/or terminate any agreement with You, without liability to You, if LoopMe reasonably suspects that any of the following have occurred on Your Supply Inventory: (i) any form of Fraudulent Activity or illegal practices, or (ii) any type of activity, text, image, or use that may violate applicable laws or is reasonably likely to have a negative commercial impact on LoopMe, its advertisers or business partners. Without limitation to the foregoing, LoopMe may, at its sole discretion, credit back to advertisers and/or offset against future payments to You any payments which it subsequently determines accrued as a result of such Fraudulent activity or illegal activity. The term “Fraudulent Activity” for the purposes of this Agreement means, Fraudulent Activity includes without limitation, any activities by You that authorize or encourage any third party to: (1) generate impressions of or clicks on any Ad(s) through any automated, deceptive, fraudulent or other invalid means, including but not limited to repeated manual clicks and automated query tools; (2) mislead users to click on Ad(s); (3) in any way minimize or obstruct the display of any Ad(s); or edit, modify, filter or change the order of the information contained in any Advertisements; (4) attempt to edit the website tags, source codes, links, pixels, modules, software development kits or other data provided by LoopMe; (5) fraudulent passing off, including but not limited to spoofing the unique identifier of the ad spot which could be a url or an app name; (6) providing inventory that is not as agreed with LoopMe, including but not limited to providing inventory which is of lesser quality; or (7) reverse engineer, decompile or disassemble any software components of the advertising services provided by LoopMe.LoopMe may at its sole discretion seek liquidated damages not exceeding 50% of the amount payable to you under the Program for any breach of this Section II (f).
- Taxes: All payments are inclusive of taxes. Excluding any taxes on the income of a party, any taxes, including but not limited to sales, GST, VAT, excise, service tax, or such other transaction taxes, applicable in connection with this Agreement shall be borne and remitted by You to the relevant tax authorities. In case applicable laws require withholding of any amount on account of withholding taxes, LoopMe may withhold such amounts, unless You provides a certificate of exemption from such withholding taxes. Amounts payable to You shall not be grossed up on account of withholding taxes. Further LoopMe and You shall co-operate to enable each party to more accurately determine the respective tax liability and to minimize such liability, to the extent legally permissible.
- You will implement the Program in a manner that complies with the technical and implementation requirements provided by LoopMe from time to time, which may include integration or distribution of software, implementation of APIs or SDKs, complying with protocols and any other instructions contained in the LoopMe documentation (collectively, the “Protocol”). LoopMe will provide reasonable support and cooperation to You through the implementation process. All the materials provided to You by LoopMe (including the Protocol, APIs or SDKs or Ads in relation to this Agreement (LoopMe Materials) are the property of LoopMe and is sub-licensed to You for the performance of the respective obligations of the Parties under this Agreement. It is Your responsibility to ensure that You have appropriate protection for Your computers, software, data and applications including any systems that You use to access the Services or any LoopMe Materials and that LoopMe shall have no responsibility for any computer viruses, worms, software bombs, bugs or similar items that affect Your computers, computer systems, software, infrastructure or data as a result of Your access of the Services or use of the LoopMe Materials.
- Content. You are solely responsible for Your Inventory and all aspects of Your Supply Inventory (including content and subject matter, editorial, text, graphic, audiovisual, and other content and any other information) and/ or the activities of any third parties within Your Inventory.
- Your Account. You will protect any Program accounts You use to access any of the Services (each, an “Account”) and any usernames, passwords, verification codes, and any other account access or authentication information associated with the Account (“Credentials”) against any unauthorized access and use, and will take full responsibility for Your own, and any authorized or unauthorized third party, use of the Credentials or the Account. You will ensure that all information in Your Account, including, but not limited to, full name, contact address, and bank account information is up-to-date, complete and accurate. You acknowledge and agree that any remittances owed to You in connection with Your use of the Services may be delayed in the event that Your Account information is not up-to-date, complete and accurate. You may only grant access to Your Account to third parties approved by LoopMe solely to allow such third parties to access and manage Your Account on Your behalf; provided, however, that You shall (i) require that such third parties agree to be bound by the terms of this Agreement; (ii) ensure that such third parties comply fully with all provisions of this Agreement, and (iii) be fully responsible and liable for the acts and omissions of such third parties. Misrepresenting ownership and fraudulent claiming of applications in the LoopMe UI is strictly prohibited and may result in a permanent ban from the Services. You agree that to the extent You create a new Account, it must be pre-approved by LoopMe and registered to You under the same entity or name as your other Account(s); if not pre-approved or registered with the same entity or name, any right to any remittance is automatically waived by You.
- Prohibited Actions. You will not, and will not allow any third party to: (a) use, directly or indirectly access, launch or activate the Program or LoopMe Materials through or from, or otherwise incorporate the Program in, any software application, website or other means other than Your designated sites; (b) transfer, sell, lease, syndicate, sublicense or lend the Program or LoopMe Materials; (c) directly or indirectly generate queries, or impressions of or clicks on ads, through any automated, deceptive, fraudulent or other invalid means (including, but not limited to, click spam, robots, macro programs, and Internet agents); (d) encourage or require end users or any other persons, either with or without their knowledge, to click on ads, including without limitation Ads, through offering incentives or any other methods that are manipulative, deceptive, malicious or fraudulent; (e) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Program or any LoopMe Materials,; (f) remove, deface, obscure, or alter LoopMe’s proprietary rights notices affixed to or provided as a part of the Program, the LoopMe Protocol, or any other LoopMe Materials (g) create or attempt to create a substitute or similar service or product through use of or access to any of the Program, LoopMe Materials or any other proprietary information related thereto; (h) use any feature or functionality of the Program, or include anything in Your Supply Inventory, that could be used to personally identify or personally track individual end users or any other persons; or (i) engage in any action or practice that reflects poorly on LoopMe or otherwise disparages or devalues LoopMe’s reputation or goodwill. LoopMe may terminate the Program, immediately upon written notice if You breach this Section.
- No Endorsement. You acknowledge and agree that LoopMe is not affiliated with or responsible for any third-party products/services You may choose to manage with the Program. LoopMe reserves the right, but will have no responsibility, to refuse to post or remove any Disclaimed Content, in whole or in part, that in LoopMe, in its sole and absolute discretion, deems is objectionable, erroneous, illegal, fraudulent or otherwise in violation of this Agreement. Disclaimed Content means, any part of Your Supply Inventory or Your Inventory that may be considered to contain any hate-related, pornographic, libelous, sexually explicit, violent or otherwise offensive content or contain any other material, products or services that violate or encourage conduct that would violate any applicable laws, or any third-party rights or which are reasonably likely to subject LoopMe or its Buyers or business partners to negative publicity. You represent and warrants to LoopMe that the Supply Inventory are legal to distribute, does not and shall not infringe on any third-party intellectual property right (including, without limitation, trademarks, patents, copyrights, rights of publicity, moral rights, or any other third-party right) and does not otherwise violate any applicable law or regulation, including any criminal law.
- Compliance. LoopMe may investigate any activity that may violate this Agreement. If You violate this Agreement or any Policies, LoopMe may in its sole discretion, with a prior notice of forty-eight (48) hours, terminate this Agreement, or suspend or terminate the participation of Your Program Site in all or part of the Program. For any other violations, LoopMe will give you forty eight (48) hour notice period to cure such violations, and if such violation is not cured within the 48 hours of LoopMe sending such notice to You, LoopMe may terminate this Agreement, or suspend or terminate the participation of Your Program Site in all or part of the Program. . LoopMe may refuse to process a request for display of Ads (“Ad Requests”) that are not sent in compliance with the requirements of this Agreement. Further LoopMe shall not be liable for any loss or damage You may suffer or incur as a result of the suspension of Your access to the Services (or any part thereof) and/or any LoopMe Materials (or any part thereof).
- Third-Party Terms. You (i) will comply with any third-party terms and conditions applicable to the development and distribution of applications within Your Inventory, including, without limitation, any third-party terms and conditions applicable to Your development and distribution of any part of Your Inventory operating on the Android or iOS mobile operating systems or any other operating system supported by LoopMe now or in the future (collectively, “Third-Party Terms”), and (ii) will not cause LoopMe to be in violation of any such Third-Party Terms.
- Subject to the terms and conditions of this Agreement, with effect from the Effective Date LoopMe grants You a limited, revocable, non-exclusive, non-transferable license and hence the right during the Term to access and use the Program via the Program Interface and use the LoopMe Materials solely for the purpose of enabling You to receive the benefit of the Program. You will have no right to use, perform, display, reproduce and distribute LoopMe Materials for any other purpose. You shall comply with any and all reasonable instructions, conditions and security requirements in respect thereof as shall from time to time be notified in writing to You by LoopMe or updated in LoopMe website from time to time as made available to you
- You acknowledge that You obtain no rights in the Program, Ads and/ or in any LoopMe Materials or the Intellectual Property Rights in or relating to them or to receive or access the Program save as expressly provided in this Agreement.
- LoopMe Attribution. You agree that LoopMe may include LoopMe brand features or other LoopMe attribution (collectively, “Brand Features”) on any Advertisements transmitted by LoopMe via any Service. You agree that LoopMe may include Brand Features on any webview, website, or other medium displayed to an End User through the LoopMe SDK’s EU Consent Solution.
- Marketing and Publicity. LoopMe shall have the right to and You hereby grant LoopMe a non-exclusive, royalty-free, worldwide, fully paid-up license under all of Your applicable rights to use and display Your name, trademarks, trade names, service marks and/or logos as well as those of the applications in the Publisher Network in customer lists, website listings of customers, presentations, marketing materials, case studies, blog posts and other marketing-related activities.
- This Agreement will be effective as of the date LoopMe activates Your Program account and will continue unless earlier terminated as provided in this Agreement. LoopMe may terminate this Agreement at any given point, with or without cause, and reasonably endeavour to notify you of the same. For any violations by LoopMe of the terms of this Agreement, You will give LoopMe a notice period of forty eight (48) hours to cure such violations, and if such violation is not cured within the 48 hours of You sending such notice to LoopMe, You may terminate this Agreement.
- On termination of the Agreement for any reason:
- i. All licenses granted by LoopMe under this Agreement shall immediately terminate; and
- ii. You shall uninstall or otherwise remove any means of access to the Program provided under the Agreement including client software and any LoopMe SDK or API code supplied by LoopMe for that purpose;
- iii. You shall immediately return any and all of the Confidential Information of LoopMe and any and all of the LoopMe Material provided to You by LoopMe;
- The termination of the Agreement shall be without prejudice to any accrued rights and obligations of the parties arising under the Agreement prior to such termination;
- Any provision which expressly or by implication is intended to come into effect on, or to continue in effect after such expiry or termination, will continue to be in effect post the termination of this Agreement.
- Data. You acknowledge and agree that LoopMe may, as a result of You accessing the Services, process personal data (as such terms are defined in the applicable Data Protection Legislation) on Your behalf. You further agree that LoopMe may use and access any data obtained hereunder for any such purpose as it deems fit in accordance with applicable law.
- Data Protection Legislation means the shall mean (i) prior to 25 May 2018, Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data (“Directive”) and on and after 25 May 2018, Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (“GDPR”); and (ii) Directive 2002/58/EC concerning the processing of Personal Data and the protection of privacy in the electronic communications sector and applicable national implementations of it (as may be amended, superseded or replaced); and all other applicable laws and regulations in any jurisdiction in the world relating to the processing of personal data, privacy and online behavioral advertising including, where applicable, the guidance and codes of practice issued by any regulator or end user; and
- You may use Your Data that You receive for Your internal business purposes so long as such use is in compliance with all applicable privacy policies, laws, rules, regulations and industry self-regulatory regimes relating to the collection, use and disclosure of Data, and provided that You have obtained all consents, authorizations and clearances from end users that may be required in connection therewith. “Your Data” means any data belonging to You or to third parties and used by You under license which may be stored and/or processed by LoopMe because of Your use or access of Program. In cases, where LoopMe receives any of Your Data which is stored and/or processed by LoopMe as a result of the use and access of the Program, You hereby grant a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to LoopMe to use, copy, modify, amend and create derivative works of Your Data for any purpose connected with the provision of use of the Program (including the use of the Program by third parties).
- You shall own all rights, title and interest in and to all Your Data and shall be solely responsible for the legality, reliability, integrity, accuracy and quality of Your Data. LoopMe shall have no liability to You in the event that Your Data is lost, corrupted or inaccessible (either temporarily or permanently).
- Controller Relationship. You acknowledge that You and LoopMe are each independent controllers of the personal data processed in order to provide the Services and that LoopMe will individually determine the purposes and means of processing described in this Agreement. In no event will the parties process personal data as joint controllers. Each party shall be individually and separately responsible for the obligations that apply to it as a controller with respect to the processing of personal data. LoopMe is the data controller with respect to the processing of any personal data from End Users outside of the United States, including those located in the European Economic Area, the United Kingdom, and Switzerland.
- EU Consent Solution. If You would like to serve personalized advertising to End Users in the European Economic Area, the United Kingdom, and Switzerland, You will use a solution to obtain consent from such end users in a manner compliant to applicable laws. You will not alter or modify the consent solution or otherwise attempt to fraudulently pass consent on behalf of the End User.
- EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTIES, OR WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE ADVERTISEMENTS INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
- NEITHER PARTY AND ITS WHOLLY OWNED SUBSIDIARIES WILL NOT BE LIABLE TO THE OTHER PARTY OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE PROGRAM), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF LOOPME AND/OR ITS SUBSIDIARIES AND AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- THE AGGREGATE LIABILITY OF LOOPME FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (HOWEVER THAT LIABILITY ARISES) SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES UP TO $500.
- You represent and warrant that: (a) You have and will maintain throughout the Program Term all rights, authorizations and licenses (including without limitation any copyright, trademark, patent, publicity or other rights) that are required with respect to Your Supply Inventory, to display Ads on the Supply Inventory, and to permit LoopMe to perform the services contemplated under this Agreement; (c) all of the information provided by You to LoopMe to enroll in the Program is correct and current at all times; (d) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (e) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003, COPPA Act and any other relevant laws in the Data Protection Legislation for Your performance of any acts hereunder; (f) You comply with and have any and all consents, authorizations and clearances from end users of the Supply Inventory to allow LoopMe to collect and use the Data in accordance with Section 7(a), and as may be required for LoopMe to provide services hereunder; (g) You will at all times comply with LoopMe Policies as available at www.loopme.com.
- The parties shall at all times comply with the Children’s Online Privacy Protection Act (“COPPA”) while performing its obligations of this Agreement. LoopMe shall therefore not use or allow use of: (a) behavorial targeted ads to users under 13; (b) creation profiles of users under 13 or (c) collection of personal information from users under 13 You shall therefore not use or allow use of: (a) games or applications directed to users under 13 in the Supply Inventory; (b) creation profiles of users under 13 or (c) collection of personal information from users under 13.
- Assignment and Subcontracting by You: You may not assign the benefit of, or obligations under, this Contract to any third party without the prior written consent of LoopMe (which may be delayed or withheld in its discretion).
- Assignment and Subcontracting by LoopMe: LoopMe shall be entitled freely to assign or subcontract any of its rights or obligations under this Contract.
- No Waiver: The failure of either Party to enforce its rights under this Contract at any time for any period shall not be construed as a waiver of such rights.
- Severability: If any provision of this Contract is held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Contract in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of this Contract in any other jurisdiction shall not be affected.
- Entire Agreement: This Contract constitute the entire agreement between the parties and supersedes all prior agreements and arrangements (if any) whether written, oral or implied between the Parties relating to the subject matter of this Contract. In the event of any conflict between this Agreement and any written agreement(s) between LoopMe and You, which have been signed by both parties after the effective date of this Agreement, regarding any Service, the terms of the written agreement(s) will take precedence over the specific terms of this Agreement with respect to such conflict.
- Force Majeure: Neither Party shall be responsible for any delay or failure in performance of any part of this Contract to the extent that such delay is caused by reason of acts of God, wars, revolution, civil commotion, acts of public enemy, embargo, acts of government in its sovereign capacity, or any other circumstances beyond the reasonable control of the delayed Party (“Force Majeure Event”). LoopMe shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond LoopMe’s reasonable control.
- Amendments: LoopMe reserves the right to amend these Conditions at any time on prior written notice to You without incurring any liability to You. All amendments shall take effect immediately on written notice to You. In the event that You object to any amendment to these Conditions made by LoopMe, You shall be entitled, during the period of 14 days following notice of the amendment, to terminate this Contract by notice in writing to LoopMe. In the event of such termination, clause 12 above shall apply.
- Notices: LoopMe may notify You for any purpose under this Agreement via a) registered or certified mail, postage prepaid, return receipt requested, (b) private courier service, or (c) facsimile addressed to the respective addresses of the parties as first above written or at such other addresses as LoopMe may designate by like notice from time to time, including via email.
- Independent Contractors. LoopMe and You are not legal partners or agents, but are independent contractors, and neither party by virtue of this Agreement will have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
- This Agreement and any dispute or claim arising in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
Advertiser Terms & Conditions
Effective September 16, 2020Download
Table of Contents
“CPM Deliverables” means Deliverables sold on a cost per thousand impression basis.
“CPM Deliverables” means Deliverables sold on a cost per thousand impression basis.
- IO Details. From time to time, Media Company and Agency may execute IOs that will be accepted as set forth in Section I(b). As applicable, each IO will specify: (i) the type(s) and amount(s) of Deliverables, (ii) the price(s) for such Deliverables, (iii) the maximum amount of money to be spent pursuant to the IO, (iv) the start and end dates of the campaign, and (v) the identity of and contact information for any Third Party Ad Server. Other items that may be included are, but are not limited to, reporting requirements, any special Ad delivery scheduling and/or Ad placement requirements, and specifications concerning ownership of data collected. Excluding Advertising Materials provided by Advertiser, Media Company shall own and retain all right, title and interest in any materials and content it creates for the media buy pursuant to the IO. Advertiser agrees that it shall not at any time assert or claim any interest in, or do anything that may adversely affect the validity or enforceability of, any intellectual property or other proprietary right belonging to Media Company hereunder.
- Availability; Acceptance. Media Company will make commercially reasonable efforts to notify Agency within two (2) business days of receipt of an IO signed by Agency if the specified inventory is not available. Acceptance of the IO and these Terms will be deemed the earlier of
- (i) written (which, unless otherwise specified, for purposes of these Terms, will include paper, fax, or e-mail communication) approval of the IO by Media Company and Agency, or (ii) the display of the first Ad impression by Media Company, unless otherwise agreed on the IO. Notwithstanding the foregoing, modifications to the originally submitted IO will not be binding unless approved in writing by both Media Company and Agency.
- Revisions. Revisions to accepted IOs will be made in writing and acknowledged by the other party in writing.
- Compliance with IO. Media Company will comply with the IO, including all Ad placement restrictions, and, except as set forth in Section VI(c), will use commercially reasonable efforts to create a reasonably balanced delivery schedule; provided that, Advertiser and Agency acknowledge that given the nature of Media Company’s business impressions on Sites may vary at times. Media Company will provide, within the scope of the IO, an Ad to the Site specified on the IO when such Site is visited by an Internet user. Any exceptions will be approved by Agency in writing.
- Changes to Site. Media Company will use commercially reasonable efforts to provide Agency at least 10 business days prior notification of any material changes to the Site that would materially change the target audience or materially affect the size or placement of the Ad specified on the applicable IO. Should such a modification occur with or without notice, as Agency’s and Advertiser’s sole remedy for such change, Agency may cancel the remainder of the affected placement without penalty within the 10-day notice period. If Media Company has failed to provide such notification, Agency may cancel the remainder of the affected placement within 30 days of such modification and, in such case, will not be charged for any affected Ads delivered after such modification.
- Technical Specifications. Media Company will submit or otherwise make electronically accessible to Agency final technical specifications within two (2) business days of the acceptance of an IO. Changes by Media Company to the specifications of already- purchased Ads after that two (2) business day period will allow Advertiser to suspend delivery of the affected Ad for a reasonable time (without impacting the end date, unless otherwise agreed by the parties) in order to (i) send revised Advertising Materials; (ii) request that Media Company resize the Ad at Media Company’s cost, and with final creative approval of Agency, within a reasonable time period to fulfill the guaranteed levels of the IO; (iii) accept a comparable replacement; or (iv) if the parties are unable to negotiate an alternate or comparable replacement in good faith within five (5) business days, immediately cancel the remainder of the affected placement without penalty.
- Invoices. The initial invoice will be sent by Media Company upon completion of the first month’s delivery, or within 30 days of completion of the IO, whichever is earlier. Invoices will be sent to Agency’s billing address as set forth on the IO and will include information reasonably specified by Agency, such as the IO number, Advertiser name, brand name or campaign name, and any number or other identifiable reference stated as required for invoicing on the IO. All invoices (other than corrections of previously provided invoices) pursuant to the IO will be sent within 90 days of delivery of all Deliverables. Media Company acknowledges that failure by Media Company to send an initial invoice within such period may cause Agency to be contractually unable to collect payment from the Advertiser. If Media Company sends the initial invoice after the 90-day period and the Agency either has not received the applicable funds from the Advertiser or does not have the Advertiser’s consent to dispense such funds, Agency will use commercially reasonable efforts to assist Media Company in collecting payment from the Advertiser or obtaining Advertiser’s consent to dispense funds. Any failure by Agency to invoice the Advertiser within this time frame shall not in any way limit Media Company’s ability to collect funds from the Advertiser.Any bank charges applicable to the payments made hereunder shall be borne by the Advertiser and/ or Agency, and the Media Company shall not be liable for the same. In no event will the Advertiser and/ or Agency set off any amounts (including but not limited to any bank charges) against the invoice payable to the Media Company.Upon request from the Agency, Media Company should provide proof of performance for the invoiced period, which may include access to online or electronic reporting, as addressed in these Terms, subject to the notice and cure provisions of Section IV. Media Company should invoice Agency for the services provided with the net cost (i.e., the cost after subtracting any applicable discounts and commissions, including but not limited to Agency commissions, if any) based on actual delivery, flat-fee, or based on prorated distribution of delivery over the term of the IO, as specified on the applicable IO.
- Payment Date. Order acceptance is subject to credit approval of Advertiser and/or Agency; Advertiser and Agency shall provide information reasonably requested by Media Company to evaluate such entity’s credit and Media Company reserves the right to cancel credit at any time for any reason in its sole discretion, with or without notice. Provided credit is approved, payment is due thirty (30) days from invoice date, unless otherwise agreed in writing by Media Company. Media Company may notify Agency that it has not received payment in such 30- day period and whether it intends to seek payment directly from Advertiser pursuant to Section III(c), below, and Media Company may do so five (5) business days after providing such notice. In the event of non-payment, and without limiting any other remedies, Media Company may offset any amounts due to Media Company against any amounts due from Media Company to Advertiser (or Agency on its behalf) under any agreement or IO, or may offset such amounts against any charges for media to be delivered by Media Company.
- Payment Liability. Media Company may hold Agency liable for payments due by Advertiser, as the disclosed agent of the Advertiser, in the event of non-payment by Advertiser for Ads placed in accordance with the terms of the IO. Agency agrees that Media Company may hold Agency liable for payments in the event that proceeds have not cleared from Advertiser for Ads placed in accordance with the IO. Advertiser shall keep records related to payments made by it to Agency with respect to services provided by Media Company under this Agreement and Agency shall keep records related to payments received by it from Advertiser with respect to services provided by Media Company under this Agreement, and upon reasonable notice from Media Company, Advertiser and Agency shall allow Media Company to review such records. Unless otherwise set forth by the Media Company in the IO, a 2% per month (pro-rated for part thereof) penal interest on late payments shall be levied from the date of receipt of an invoice by the Media Company.Agency agrees to make every reasonable effort to collect and clear payment from Advertiser on a timely basis.Agency’s credit is established on a client-by-client basis.If Advertiser proceeds have not cleared for the IO, other advertisers from Agency will not be prohibited from advertising on the Site due to such non-clearance if such other advertisers’ credit is not in question. Upon request, Agency will make available to Media Company written confirmation of the relationship between Agency and Advertiser. This confirmation should include, for example, Advertiser’s acknowledgement that Agency is its agent and is authorized to act on its behalf in connection with the IO and these Terms. In addition, upon the request of Media Company, Agency will confirm whether Advertiser has paid to Agency in advance funds sufficient to make payments pursuant to the IO. If Advertiser’s or Agency’s credit is or becomes impaired, Media Company may require payment in advance.
- Payment Recovery Costs. Pursuant to Section III(b) above, in the event that Media Company is required to seek payment directly from Advertiser, Media Company may impose additional costs on Advertiser in relation to the IO associated with the recovery of the outstanding payment (i.e., the reasonable costs of debt recovery companies instructed to recover the payments).
- Media Company Reporting. If Media Company is serving the campaign, Media Company may make reporting available at least as often as weekly, either electronically or in writing, unless otherwise specified on the IO. Reports will be broken out by day and summarized by creative execution, content area (Ad placement), impressions, clicks, spend/cost, and other variables as may be defined on the IO (e.g., keywords).Once Media Company has provided the online or electronic report, if applicable, it agrees that Agency and Advertiser are entitled to reasonably rely on it, subject to provision of Media Company’s invoice for such period.
- Without Cause. Unless designated on the IO as non-cancelable, Advertiser may cancel the entire IO, or any portion thereof, as follows:
- i. With 14 days’ prior written notice to Media Company, without penalty, for any guaranteed Deliverable, including, but not limited to, CPM Deliverables. For clarity and by way of example, if Advertiser cancels the guaranteed portions of the IO eight
(8) days prior to serving of the first impression, Advertiser will only be responsible for the first six (6) days of those Deliverables.
- ii. With seven (7) days’ prior written notice to Media Company, without penalty, for any non-guaranteed Deliverable, including, but not limited to, CPC Deliverables, CPL Deliverables, or CPA Deliverables, as well as some non-guaranteed CPM Deliverables.
- iii. With 30 days’ prior written notice to Media Company, without penalty, for any flat fee- based or fixed-placement Deliverable, including, but not limited to, roadblocks, time-based or share-of-voice buys, and some types of cancelable sponsorships.
- iv. Advertiser will remain liable to Media Company for amounts due for any custom content or development (“Custom Material”) provided to Advertiser or completed by Media Company or its third-party vendor prior to the effective date of termination. For IOs that contemplate the provision or creation of Custom Material, Media Company will specify the amounts due for such Custom Material as a separate line item. Advertiser will pay for such Custom Material within 30 days from receiving an invoice therefore.
- i. With 14 days’ prior written notice to Media Company, without penalty, for any guaranteed Deliverable, including, but not limited to, CPM Deliverables. For clarity and by way of example, if Advertiser cancels the guaranteed portions of the IO eight
- For Cause. Either Media Company or Agency may terminate an IO at any time if the other party is in material breach of its obligations hereunder, which breach is not cured within 10 days after receipt of written notice thereof from the non-breaching party, except as otherwise stated in these Terms with regard to specific breaches. Additionally, if Agency or Advertiser breaches its obligations by violating the same Policy three times (and such Policy was provided to Agency or Advertiser) and receives timely notice of each such breach, even if Agency or Advertiser cures such breaches, then Media Company may terminate the IO or placements associated with such breach upon written notice. If Agency or Advertiser does not cure a violation of a Policy within the applicable 10-day cure period after written notice, where such Policy had been provided by Media Company to Agency, then Media Company may terminate the IO and/or placements associated with such breach upon written notice.
- Notification of Under-delivery. Media Company will monitor delivery of the Ads, and will notify Agency either electronically or in writing as soon as possible if Media Company believes that an under-delivery is likely. In the case of a probable or actual under-delivery, Agency and Media Company may arrange for a makegood consistent with these Terms.
- Makegood Procedure. If actual Deliverables for any campaign fall below guaranteed levels, as set forth on the IO, and/or if there is an omission of any Ad (placement or creative unit), Agency and Media Company will use commercially reasonable efforts to agree upon the conditions of a makegood flight, either on the IO or at the time of the shortfall. If no makegood can be agreed upon, Agency may execute a credit equal to the value of the under-delivered portion of the IO for which it was charged. If Agency or Advertiser has made a cash prepayment to Media Company, specifically for the campaign IO for which under-delivery applies, then, if Agency and/or Advertiser is reasonably current on all amounts owed to Media Company under any other agreement for such Advertiser, Agency may elect to receive a refund for the under-delivery equal to the difference between the applicable pre-payment and the value of the delivered portion of the campaign. In no event will Media Company provide a makegood or extend any Ad beyond the period set forth on the IO without the prior written consent of Agency.
- Unguaranteed Deliverables. If an IO contains CPA Deliverables, CPL Deliverables, or CPC Deliverables, the predictability, forecasting, and conversions for such Deliverables may vary and guaranteed delivery, even delivery, and makegoods are not available.
- Generally. Excluding payment obligations, neither Agency nor Media Company will be liable for delay or default in the performance of its respective obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (“Force Majeure event”). If Media Company suffers such a delay or default, Media Company will make reasonable efforts within five (5) business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or makegood is reasonably acceptable to Agency, Media Company will allow Agency a pro rata reduction in the space, time, and/or program charges hereunder in the amount of money assigned to the space, time, and/or program charges at time of purchase. In addition, Agency will have the benefit of the same discounts that would have been earned had there been no default or delay.
- Related to Payment. If Agency’s ability to transfer funds to third parties has been materially negatively impacted by an event beyond the Agency’s reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then Agency will make every reasonable effort to make payments on a timely basis to Media Company, but any delays caused by such condition will be excused for the duration of such condition. Subject to the foregoing, such excuse for delay will not in any way relieve Agency from any of its obligations as to the amount of money that would have been due and paid without such condition.
- Cancellation. If a Force Majeure event has continued for five (5) business days, Media Company and/or Agency has the right to cancel the remainder of the IO without penalty.
- Submission. Agency will submit Advertising Materials pursuant to Section II(c) in accordance with Media Company’s then-existing Policies. Media Company’s sole remedies for a breach of this provision are set forth in Section V(b), above, Sections IX (c) and (d), below, and Sections X (b) and (c), below.
- Late Creative. If Advertising Materials are not received by the IO start date, Media Company will begin to charge the Advertiser on the IO start date on a pro rata basis based on the full IO, excluding portions consisting of performance-based, non-guaranteed inventory, for each full day the Advertising Materials are not received. If Advertising Materials are late based on the Policies, Media Company is not required to guarantee full delivery of the IO. Media Company and Agency will negotiate a resolution if Media Company has received all required Advertising Materials in accordance with Section IX(a) but fails to commence a campaign on the IO start date.
- Damaged Creative. If Advertising Materials provided by Agency are damaged, not to Media Company’s specifications, or otherwise unacceptable, Media Company will use commercially reasonable efforts to notify Agency within two (2) business days of its receipt of such Advertising Materials. If Advertiser or Agency fails to provide Media Company with Advertising Materials to replace such damaged, non-compliant or otherwise unacceptable Advertising Materials prior to the scheduled start of the media flight, Advertising Materials will be deemed ‘late’ pursuant to subsection IX(b).
- No Modification. Media Company will not edit or modify the submitted Ads in any way, including, but not limited to, resizing the Ad, without Agency’s approval. Media Company will use all Ads in strict compliance with these Terms and any written instructions provided on the IO.
- Ad Tags. When applicable, Third Party Ad Server tags will be implemented so that they are functional in all aspects. All use of Third Party Ad Server tags shall comply with Media Company’s Policies including, without limitation, policies regarding use of tags, cookies and any other technology now known or hereafter developed that is designed to track users’ online behavior or activity as supplied by Media Company from time to time.
- Trademark Usage. Media Company, on the one hand, and Agency and Advertiser, on the other, will not use the other’s trade name, trademarks, logos, or Ads in any public announcement (including, but not limited to, in any press release) regarding the existence or content of these Terms or an IO without the other’s prior written approval.
- Policies. For the purposes of Section X(b), Agency agrees that new and/or amended Policies posted by Media Company from time to time on the LoopMe website shall satisfy the requirement to provide prior notice of such Policies to Agency.
- By Media Company. Media Company will defend, indemnify, and hold harmless Agency, Advertiser, and each of its Affiliates and Representatives from damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) resulting from any allegations, actions, causes of action, obligations, demands, threatened claims and claim, judgment, or proceeding (collectively, “Claims”) brought by a Third Party and resulting from (i) Media Company’s alleged breach of Section XII or of Media Company’s representations and warranties in Section XIV(a), (ii) […] or (iii) Advertising Materials provided by Media Company for an Ad (and not by Agency, Advertiser, and/or each of its Affiliates and/or Representatives) (“Media Company Advertising Materials”) that: (A) violate any applicable law, regulation, judicial or administrative action, or the right of a Third Party; or (B) are defamatory or obscene.
- Notwithstanding the foregoing, Media Company will not be liable for any Losses resulting from Claims to the extent that such Claims result from (1) Media Company’s customization of Ads or Advertising Materials based upon detailed specifications, materials, or information provided by the Advertiser, Agency, and/or each of its Affiliates and/or Representatives, or (2) a user viewing an Ad outside of the targeting set forth on the IO, which viewing is not directly attributable to Media Company’s serving such Ad in breach of such targeting.
- By Advertiser. Advertiser will defend, indemnify, and hold harmless Media Company and each of its Affiliates and Representatives from Losses resulting from any Claims brought by a Third Party resulting from (i) Advertiser’s alleged breach of Section XII or of Advertiser’s representations and warranties in Section XIV(a), (ii) Advertiser’s violation of Policies (to the extent the terms of such Policies have been provided (e.g., by making such Policies available by providing a URL) via email or other affirmative means, to Agency or Advertiser at least 14 days prior to the violation giving rise to the Claim), or (iii) the content or subject matter of any Ad or Advertising Materials to the extent used by Media Company in accordance with these Terms or an IO. Advertiser shall further indemnify Media Company and each of its Affiliates and Representatives from Losses resulting from any Claims brought by a Third Party resulting from (1) Ads and Advertising Materials provided by Advertiser or Agency to Media Company and posted on a Site, (2) Media Company’s use of any content or technology other than an Ad or Advertising Materials that Advertiser or Agency require Media Company to use, (3) the pages and sites to which an Ad or Advertising Materials link, and (4) use of any products sold through an Ad or Advertising Materials or through pages or sites to which they link.
- By Agency. Agency represents and warrants that it has the authority as Advertiser’s agent to bind Advertiser to these Terms and each IO, and that all of Agency’s actions related to these Terms and each IO will be within the scope of such agency. Agency will defend, indemnify, and hold harmless Media Company and each of its Affiliates and Representatives from Losses resulting from (i) Agency’s alleged breach of the foregoing sentence, or (ii) Claims brought by a Third Party alleging that Agency has breached its express, Agency- specific obligations under Section XII.
- Procedure. The indemnified party(s) will promptly notify the indemnifying party of all Claims of which it becomes aware (provided that a failure or delay in providing such notice will not relieve the indemnifying party’s obligations except to the extent such party is prejudiced by such failure or delay), and will: (i) provide reasonable cooperation to the indemnifying party at the indemnifying party’s expense in connection with the defense or settlement of all Claims; and (ii) be entitled to participate at its own expense in the defense of all Claims. The indemnified party(s) agrees that the indemnifying party will have sole and exclusive control over the defense and settlement of all Claims; provided, however, the indemnifying party will not acquiesce to any judgment or enter into any settlement, either of which imposes any obligation or liability on an indemnified party(s) without its prior written consent.
- Excluding Agency’s, Advertiser’s, and Media Company’s respective obligations under Section X, damages that result from a breach of Section XII, or intentional misconduct by Agency, Advertiser, or Media Company, in no event will any party be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, incurred by another party arising out of an IO, even if such party has been advised of the possibility of such damages.
- Except in connection with the indemnification obligation under Section X(a), Media Company’s (including all companies whose sites and properties are included as part of the Ad Network (“Participating Companies”) liability to Advertiser from all causes of action and all theories of liability will be limited to direct damages only and will not, in the aggregate, exceed the fees actually received by Media Company in connection with the IO to which such claims relate. Participating Companies shall be deemed third party beneficiaries of Advertiser’s obligations here under including Advertiser’s indemnity obligations.
- Definitions and Obligations. “Confidential Information” will include (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to IO Details (as defined below) shall be considered such Discloser’s Confidential Information. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, Affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser’s Confidential Information other than as provided for on the IO.
- Exceptions. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure.
- Additional Definitions. As used herein the following terms shall have the following definitions:
- i. “User Volunteered Data” is personally identifiable information collected from individual users by Media Company during delivery of an Ad pursuant to the IO, but only where it is expressly disclosed to such individual users that such collection is solely on behalf of Advertiser.
- ii. “IO Details” are details set forth on the IO but only when expressly associated with the applicable Discloser, including, but not limited to, Ad pricing information, Ad description, Ad placement information, and Ad targeting information.
- iii. “Performance Data” is data regarding a campaign gathered during delivery of an Ad pursuant to the IO (e.g., number of impressions, interactions, and header information), but excluding Site Data or IO Details.
- iv. “Site Data” is any data that is (A) preexisting Media Company data used by Media Company pursuant to the IO; (B) gathered pursuant to the IO during delivery of an Ad that identifies or allows identification of Media Company, Media Company’s Site, brand, content, context, or users as such; or (C) entered by users on any Media Company Site other than User Volunteered Data.
- v. “Collected Data” consists of IO Details, Performance Data, and Site Data.
- vi. “Repurposing” means retargeting a user or appending data to a non-public profile regarding a user for purposes other than performance of the IO.
- vii. “Aggregated” means a form in which data gathered under an IO is combined with data from numerous campaigns of numerous Advertisers and precludes identification, directly or indirectly, of an Advertiser.
- Use of Collected Data.
- i. Notwithstanding anything to the contrary contained in this Agreement, any data (including, without limitation, User Volunteered Data, Performance Data and Site Data) collected and used by Advertiser, Agency and any Third Party acting on their behalf or otherwise engaged to render, perform or provide services for Advertiser or Agency in connection with a campaign (including, without limitation, Third Party Ad Servers) is subject to Media Company’s prior written approval. Without limiting the foregoing, unless otherwise authorized by Media Company in advance in writing, Advertiser, Agency and any Third Party acting on their behalf or otherwise engaged to render, perform or provide services for Advertiser or Agency in connection with a campaign (including, without limitation, Third Party Ad Servers) may collect and use Collected Data solely for the purpose of performing under the IO and may not collect or use it for any other purpose (including, without limitation, to target or retarget advertisements). Upon reasonable advance notice, Media Company may review documents in the possession of Advertiser, Agency and any Third Party acting on their behalf or otherwise engaged to render, perform or provide services for Advertiser or Agency in connection with a campaign (including, without limitation, Third Party Ad Servers) solely for the purpose of verifying compliance with the foregoing and Advertiser shall ensure Media Company has reasonable access to all such documents for such purpose . In addition, unless otherwise authorized by Media Company in advance in writing, neither Advertiser nor Agency will (A) disclose IO Details of Media Company or Site Data to any Affiliate or Third Party (including, without limitation, Third Party Ad Servers) except as set forth in Section XII(d)(iii).”
- ii. Unless otherwise authorized by Agency or Advertiser, Media Company will not: (A) use or disclose IO Details of Advertiser, Performance Data, or a user’s recorded view or click of an Ad, each of the foregoing on a non-Aggregated basis, for Repurposing or any purpose other than performing under the IO, compensating data providers in a way that precludes identification of the Advertiser, or internal reporting or internal analysis; or (B) use or disclose any User Volunteered Data in any manner other than in performing under the IO. Media Company may use Collected Data in an Aggregated form generated or collected in connection with the IO (collectively “Permitted Data”) for reporting purposes, optimizing network performance, and other legitimate business purposes of Media Company, on the basis that the Permitted Data does not identify Advertiser and is not used to target based upon Advertiser’s identity.”
- iii. Advertiser, Agency, and Media Company (each a “Transferring Party”) will require any Third Party or Affiliate used by the Transferring Party in performance of the IO on behalf of such Transferring Party to be bound by confidentiality and non-use obligations at least as restrictive as those on the Transferring Party, unless otherwise set forth in the IO.
- Compliance with Law. Agency, Advertiser, and Media Company will at all times comply with all federal, state, and local laws, ordinances, regulations, and codes which are applicable to their performance of their respective obligations under the IO.
- Agency Use of Data. Agency will not: (i) use Collected Data unless Advertiser is permitted to use such Collected Data, nor (ii) use Collected Data in ways that Advertiser is not allowed to use such Collected Data. Notwithstanding the foregoing or anything to the contrary herein, the restrictions on Advertiser in Section XII(d)(i) shall not prohibit Agency from (A) using Collected Data on an Aggregated basis for internal media planning purposes only (but not for Repurposing), or (B) disclosing qualitative evaluations of Aggregated Collected Data to its clients and potential clients, and Media Companies on behalf of such clients or potential clients, for the purpose of media planning.
- Ad Serving and Tracking. Media Company will track delivery through its ad server and, provided that Media Company has approved in writing a Third Party Ad Server to run on its properties, Agency will track delivery through such Third Party Ad Server. Agency may not substitute the specified Third Party Ad Server without Media Company’s prior written consent.
- Controlling Measurement. If both parties are tracking delivery, the measurement used for invoicing advertising fees under an IO (“Controlling Measurement”) will be determined as follows:
- i. Except as specified in Section XIII(b)(iii), the Controlling Measurement will be taken from an ad server that is certified as compliant with the IAB/AAAA Ad Measurement Guidelines (the “IAB/AAAA Guidelines”).
- ii. If both ad servers are compliant with the IAB/AAAA Guidelines, the Controlling Measurement will be the Third Party Ad Server if such Third Party Ad Server provides an automated, daily reporting interface which allows for automated delivery of relevant and non- proprietary statistics to Media Company in an electronic form that is approved by Media Company; provided, however, that Media Company must receive access to such interface in the timeframe set forth in Section XIII(c), below.
- iii. If neither party’s ad server is compliant with the IAB/AAAA Guidelines or the requirements in subparagraph (ii), above, cannot be met, the Controlling Measurement will be based on Media Company’s ad server, unless otherwise agreed by Agency and Media Company in writing.
- Ad Server Reporting Access. As available, the party responsible for the Controlling Measurement will provide the other party with online or automated access to relevant and non-proprietary statistics from the ad server within one (1) day after campaign launch. The other party will notify the party with Controlling Measurement if such party has not received such access. If such online or automated reporting is not available, the party responsible for the Controlling Measurement will provide placement-level activity reports to the other party in a timely manner, as mutually agreed to by the parties or as specified in Section IV(b), above, in the case of Ads being served by Media Company. If both parties have tracked the campaign from the beginning and the party responsible for the Controlling Measurement fails to provide such access or reports as described herein, then the other party may use or provide its ad server statistics as the basis of calculating campaign delivery for invoicing. Notification may be given that access, such as login credentials or automated reporting functionality integration, applies to all current and future IOs for one or more Advertisers, in which case new access for each IO is not necessary. Nothing in this Section XIII(c) shall limit, replace or nullify any other obligation set forth in this Agreement (including this Addendum).
- Discrepant Measurement. If the difference between the Controlling Measurement and the other measurement exceeds 10% over the invoice period and the Controlling Measurement is lower, the parties will facilitate a reconciliation effort between Media Company and Third Party Ad Server measurements. If the discrepancy cannot be resolved and a good faith effort to facilitate the reconciliation has been made, Agency reserves the right to either:
- i. Consider the discrepancy an under-delivery of the Deliverables as described in Section VI(b), whereupon the parties will act in accordance with that Section, including the requirement that Agency and Media Company make an effort to agree upon the conditions of a makegood flight and delivery of any makegood will be measured by the Third Party Ad Server, or
- ii. Pay invoice based on Controlling Measurement-reported data, plus a 10% upward adjustment to delivery.
- Measurement Methodology. Media Company will make reasonable efforts to publish, and Agency will make reasonable efforts to cause the Third Party Ad Server to publish, a disclosure in the form specified by the AAAA and IAB regarding their respective ad delivery measurement methodologies with regard to compliance with the IAB/AAAA Guidelines.
- Third Party Ad Server Malfunction. Where Agency is using a Third Party Ad Server and that Third Party Ad Server cannot serve the Ad, Agency will have a one-time right to temporarily suspend delivery under the IO for a period of up to 72 hours. Upon written notification by Agency of a non-functioning Third Party Ad Server, Media Company will have 24 hours to suspend delivery. Following that period, Agency will not be held liable for payment for any Ad that runs within the immediately following 72-hour period until Media Company is notified that the Third Party Ad Server is able to serve Ads. After the 72-hour period passes and Agency has not provided written notification that Media Company can resume delivery under the IO, Advertiser will pay for the Ads that would have run, or are run, after the 72-hour period but for the suspension, and can elect Media Company to serve Ads until the Third Party Ad Server is able to serve Ads. If Agency does not so elect for Media Company to serve the Ads until Third Party Ad Server is able to serve Ads, Media Company may use the inventory that would have been otherwise used for Media Company’s own advertisements or advertisements provided by a Third Party.
- Third Party Ad Server Fixed. Upon notification that the Third Party Ad Server is functioning, Media Company will have 72 hours to resume delivery. Any delay in the resumption of delivery beyond this period, without reasonable explanation, will result in Media Company owing a makegood to Agency.
- Necessary Rights. Media Company represents and warrants that Media Company has all necessary permits, licenses, and clearances to sell the Deliverables specified on the IO subject to these Terms. Advertiser represents and warrants that Advertiser has all necessary licenses and clearances to use the content contained in the Ads and Advertising Materials as specified on the IO and subject to these Terms, including any applicable Policies.
- Assignment. Neither Agency nor Advertiser may resell, assign, or transfer any of its rights or obligations hereunder, and any attempt to resell, assign, or transfer such rights or obligations without Media Company’s prior written approval will be null and void. All terms and conditions in these Terms and each IO will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors, and assigns.
- Entire Agreement. Each IO (including the Terms) will constitute the entire agreement of the parties with respect to the subject matter thereof and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO. The IO may be executed in counterparts, each of which will be an original, and all of which together will constitute one and the same document. Each IO may be executed by electronic signature and exchanged by email in scanned or pdf format.
- Conflicts; Governing Law; Amendment. In the event of any inconsistency between the terms of an IO and these Terms, the terms of the IO will prevail. All IOs will be governed by the laws of England and Wales. Media Company and Agency (on behalf of itself and Advertiser) agree that any claims, legal proceedings, or litigation arising in connection with the IO (including these Terms) will be brought solely before the courts in London, England and the parties consent to the jurisdiction of such courts. No modification of these Terms will be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative.
- Notice. Any notice required to be delivered hereunder will be deemed delivered three days after deposit, postage paid, in U.S. mail, return receipt requested, one business day if sent by overnight courier service, and immediately if sent electronically or by fax. All notices to Media Company and Agency will be sent to the contact as noted on the IO with a copy to the Legal Department. All notices to Advertiser will be sent to the address specified on the IO.
- Survival. Sections III, VI, X, XI, XII, and XIV will survive termination or expiration of these Terms, and Section IV will survive for 30 days after the termination or expiration of these Terms. In addition, each party will promptly return or destroy the other party’s Confidential Information upon written request and remove Advertising Materials and Ad tags upon termination of these Terms.
- Headings. Section or paragraph headings used in these Terms are for reference purposes only, and should not be used in the interpretation hereof.
Effective September 16, 2020Download
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- General Use. Subject to these Terms, LoopMe hereby grants You a limited, non-exclusive, and non-transferable license to use the Site. You can simply visit and use the Site and you do not need to register with LoopMe to do so. We reserve the right to modify these Terms at any time. By continuing to access or use the Site or Service, You agree to such modifications.
- Intellectual Property and Takedown Notice.
- Disclaimer of Warranties and Limitation of Liability. LOOPME EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE SITE. EXCEPT FOR BODILY INJURY, IN NO EVENT WILL LOOPME OR ITS AGENTS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SITE, THE SERVICE, AND THE DATA, WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE; (II) ANY UNAUTHORISED ACCESS TO OR USE OF THE SITES; OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $1,000. ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS MUST BE BROUGHT WITHIN SIX (6) MONTHS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. LOOPME DISCLAIMS ALL LIABILITY OF ANY KIND OF LOOPME'S AGENTS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. YOU UNDERSTAND AND AGREE THAT YOUR SOLE RIGHT AND REMEDY AGAINST LOOPME IS TO DISCONTINUE USE OF THE SITE.
- Indemnity. You agree to indemnify, defend and hold harmless LoopMe, its parents, subsidiaries, affiliates, customers and vendors, and their respective officers, directors and employees from any liability, damage, cost, or fees (including reasonable attorneys' fees) arising from: (i) any claim or demand made by any third party due to or arising out of your access to the Site; (ii) your use of the Service or Site, and/or violation of the Terms; (iii) or the infringement by you, or any third party using your LoopMe account, of any intellectual property or other right of any person or entity.
- Governing Law.
- Termination. LoopMe, in its sole discretion, may terminate or suspend use of the Sites at any time for any reason or for no reason at all, without prior notice or liability to you. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
- Electronic Communications. Please send any questions or concerns regarding these Terms to email@example.com. By communicating with us electronically you acknowledge that communications by email are not considered confidential.
Effective September 17, 2020Download
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This privacy notice (“Privacy Notice”) explains who we are, how we collect share and use personal information about you, and how you can exercise your privacy rights. This Privacy Notice applies to LoopMe’s use of User’s personal information in connection with our services. You are a User when you visit a page of a website or app of one of LoopMe’s partners where LoopMe is serving interest based advertising.
- Who we are
- What we do
A technology platform that facilitates the buying and selling of Ad Inventory between Publishers and Advertisers through real time bidding (or RTB).
Refers to space for advertising that a publisher has available on its websites and/or apps at any given time.
A general term that refers to any technology used by the advertising industry that helps to improve media effectiveness and increase operational efficiencies. It can encompass a number of technology platforms, including Demand Side Platforms (DSPs), Data Management Platforms (DMPs), Supply Side Platforms (SSPs) and Ad Exchanges.
A technology platform that matches a Publisher’s supply of Ad Inventory with Advertisers wishing to display their Advertisements on such Ad Inventory. An Ad Network uses Programmatic Buying to facilitate this.
A brand, company or individual interested in opportunities to promote their service, product or brand by placing Advertisements on websites and/or apps audiences likely to be interested in their service, product or brand.
Advertisement (or Ad)
Refers to any form of audio, visual or textual form of information (creative) with the purpose of promoting a service, product or brand of Advertiser. Advertisements are displayed on Publisher websites and/or apps for certain fees and will typically contain links and prompts to redirect the user to the Advertiser’s website upon engaging with it.
Also referred to as an advertising agency, ad agency, or a "creative agency", is a business dedicated to creating, planning, and handling advertising and sometimes other forms of promotion and marketing for Advertiser clients.
Data Management Platform (or DMP)
A technology platform used for collecting and managing data. They also allow businesses to identify audience segments (interests of audiences) in turn used to target specific users and contexts with specific Advertisements.
Demand Side Platform (or DSP)
A technology platform that offers Advertisers (or their Agencies) a centralised interface to manage their buying of Ad Inventory through Open RTB.
First Party Data
Refers to data about a consumer used by the party who collected it (brand, media company, etc.).
The Identifier for Advertisers (IDFA) is a random device identifier assigned by Apple to a user’s device. Advertisers use this to track data so that they can deliver customised advertising.
Mobile Advertising IDs (MAIDs) is a user specific, resettable identifier assigned to mobile devices which helps Advertisers delivery customised advertising to a particular user.
Also referred to as Real-Time Bidding (RTB), is an initiative sponsored by the IAB (the Interactive Advertising Bureau) which provides standards and technical specifications to facilitate the automated trading of digital media between buyers and sellers of Advertising Inventory.
Is the process of executing transparent planning and buying of Ad Inventory using automation. Agencies use Programmatic Buying on behalf of their Advertiser clients to increase marketing efficiency, helping them to get more out of media budgets.
The owner of a website and/or app with Ad Inventory to sell to Advertisers.
Supply Side Platform (or SSP)
A technology platform that enables Publishers to offer their Ad Inventory for Ad Exchanges and Demand-Side Platforms to bid on through Open RTB.
- The information we collect broadly falls into the following categories:
- LoopMe online identifiers (this is the numerical sequence of letters and numbers which LoopMe assign to each User which is unique to LoopMe)
- IP address)
- Advertising identifiers (e.g., such as Apple's IDFA or Google's AAID)
- Information about the application (e.g. Application name or IDFA)
Information about your device
- Type of device (e.g. smartphone, laptop)
- Operating system of your device Version, language, date and time
- Network carrier information (e.g. Wifi, 4G or Wired connection)
- Page or app URL (e.g., www.publishersite.com)
- Browser Information (e.g. Safari or Chrome) usage and bookmarks.
- App usage and browsing information from apps a User has installed on their device.
- User Interactions (e.g., UUID 123 interacts with mainly content related to travel).
- Non-Precise Geolocation data: On web and web mobile, we collect non-precise location information at the country and/or city level that are derived from user IP Address (e.g., a user lives in New York)
- Precise Geolocation data: On mobile apps, we may collect your precise Geo Location on the publisher’s app (latitude / longitude) (subject to your consent where required
Survey dataWe may collect additional data that you submit to us directly via surveys created that we or our business partners ask you to complete. Inferred dataWe may also infer or collect additional information about you based on what we or our partners collect (including through real time bid requests).
- We collect this information from the following sources:
- Automatically from your device. We may automatically collect information from your device when you visit websites or apps of advertisers and publishers that we work with. We do this using cookies and similar tracking technologies. For more information see What cookies and similar technologies we may use? below.
- Advertisers. We may receive information (such as device identifiers) from our advertiser customers looking to target or reach specific devices with their advertisements.
- Data provider partners. Our trusted partners (such as MaxMind) provide us with information, in order to help us obtain a better understanding of your preferences. For a list of our trusted partners please see here.
- Open RTB partners. We receive information from advertising vendors participating in OpenRTB in connection with real time bids for advertising space / opportunities. Many of these partners are registered as TCF Global Vendors. For a detailed list of TCF Registered Global Vendors please see here.
- Select basic ads – To show you basic ads based on the content you are viewing, the website or app you are using, your approximate location or your device type and capabilities.
- Create a personalised advertising profile – To build a profile about you and your interests (based on information collected about your device and website and app visits) in order to show you personalised ads that are relevant to you.
- Select personalised ads – To select personalised ads to show you based on LoopMe’s user profile about you (e.g., a user’s prior activity, interests, visits to sites or apps, location, or demographic information).
- Measure ad performance - To measure the performance and effectiveness of ads that you see or interact with (e.g., whether an ad was clicked on by a user) and provide reporting to LoopMe’s clients about the effectiveness of their advertising.
- Apply market research to generate audience insights –To apply market research and insights to learn more about users who visit websites or apps and provide aggregated reporting insights to advertisers (e.g., the type of audiences which viewed an advertiser’s ad).
- Develop and improve our products - To improve our existing systems and software and develop new products.
- Ensure security, prevent fraud, and debug – To monitor for and prevent fraudulent activity, and ensure systems ad processes work properly and securely.
- Technically deliver ads – To allow you to see and interact with ads, your device can receive and send information.
- Link different devices - we may infer or determine which different devices are used by the same User or the same household for one or more of the above purposes.
- Match and combining offline data sources – we may combine data obtained from offline sources with data collected online in support of one or more of the above purposes.
- Group companies supporting our services for business and operational purposes
- Third party service providers and/or partners who provide data processing services to us or otherwise process personal information for purposes described in this Privacy Notice. These may including the categories of partners listed below. For a detailed list of third party providers with whom we may share data please see this link. In addition, for more details on what these partners do, please refer to our Glossary.
- An actual or potential buyer (and its agents and advisers) in connection with any actual or proposed business transition, such as a merger, acquisition by another company, or sale of all or a portion of our assets, provided that your information is only used for the purposes disclosed in this Privacy Notice.
- Any competent law enforcement body, regulatory agency, government agency, court or other third party where we believe disclosure is necessary (i) as a matter of applicable law or regulation, (ii) to exercise, establish or defend our legal rights, or (iii) to protect your vital interests or those of any other person;
- Anyone else with your consent.
- LoopMe Opt Out
Please note that, even though you have opted out of LoopMe:
- You will still see LoopMe recommendations however, these will not be personalised. The recommendations will still use information about the Partner Site you are viewing (i.e., contextual information) to provide you recommendations on that page.
- The opt out is cookie based and device/browser specific. If you browse the web from several devices and/or browsers, you will need to opt out from each device and/or browser.
- Opting out of personalisation tracking is not the same as blocking cookies.
- Alternative Opt-Out Options.
If you are using a mobile device, you may be able to opt out of receiving IBA by LoopMe based on app usage data, through your device settings as described below. We provide the following descriptions solely for informational purposes. For additional information and up to date methods of opting out, you should consult your device settings, and instructions provided by device manufacturers. Additional information can be found at www.networkadvertising.org/understanding-online-advertising/what-are-my-options.
- Additional Rights (EEA and UK Users only) Territory Citizens
If you are a resident of the European Economic Area or (after the end of the UK's transitional period) the UK, you have the following additional rights:
- the right to request access to, correction of, updates to, or deletion of your personal information;
- the right to object to processing of your personal information, ask us to restrict processing of your personal information or request portability of your information;
- where we process your personal information on the basis of consent, the right to withdraw your consent at any time;
- the right to complain to a data protection authority if believed that the processing of your personal data is in violation of the legislation. For more information please contact your local data protection authority.
- In the EEA or UK we must satisfy a "legal basis" for processing your information. Our legal basis for collecting and using the personal information described above will depend on the personal information concerned and the purpose for which we use it.
- We will normally rely on your consent to process your personal information for the purposes outlined but we may rely on our legitimate interests for certain activities, such as processing your information to ensure security, prevent fraud and debug, to technically deliver ads to you and/or to defend our rights.
- In some cases, we may also have a legal obligation to collect personal information from you or may otherwise need the personal information to protect your vital interests or those of another person.
We use appropriate technical and organisational measures to protect the personal information that we collect and process about you. The measures we use are designed to provide a level of security appropriate to the risk of processing your personal information.
Your personal information may be transferred to, and processed in, countries other than the country in which you are resident. These countries may have data protection laws that are different to the laws of your country.
Specifically, our primary servers are located in Germany, and our Group Companies and third party service providers and partners operate around the world. This means that when we collect your personal information we may process it in any of these countries.
However, we have taken appropriate safeguards to require that your personal information will remain protected in accordance with this Privacy Notice. These include implementing the European Commission’s Standard Contractual Clauses for transfers of personal information between our group companies, which require all group companies to protect personal information they process from the EEA or the UK in accordance with European Union data protection law.
LoopMe retains personal information based on how long the specific data is required for legal or business purposes (for example, we will keep a browsing event information for 13 months).
When we no longer need personal data, we securely delete or anonymise it, or if this is not possible (for example, because your personal information has been stored in backup archives) then we will securely store your personal information and isolate it from any further processing until deletion is possible. Aggregated data, which cannot identify a device/browser (or individual) and is used for purposes of reporting and analysis, is maintained for as long as commercially necessary.
None of our services are directed to children under 16. We do not knowingly collect personal data from anyone under 16 years of age. If we determine upon collection that a personal data belongs to an individual under 16, we will not use or maintain his/her personal data. If we become aware that we have unknowingly collected personal data from a child under the age of 16, we will make reasonable efforts to delete such information from our records.
This section applies only to California residents. It describes how we collect, use and share Personal Information of California residents in operating our business, and their rights with respect to that Personal Information. For purposes of this section, “ Personal Information” has the meaning given in the California Consumer Privacy Act of 2018 (“CCPA”) but does not include information exempted from the scope of the CCPA.
Your California privacy rights.
As a California resident, you have the rights listed below. However, these rights are not absolute, and in certain cases we may decline your request as permitted by law.
- Information. You can request the following information about how we have collected and used your Personal Information during the past 12 months:
- The categories of Personal Information that we have collected.
- The categories of sources from which we collected Personal Information.
- The business or commercial purpose for collecting and/or selling Personal Information.
- The categories of third parties with whom we share Personal Information.
- Whether we have disclosed your Personal Information for a business purpose, and if so, the categories of Personal Information received by each category of third party recipient.
- Whether we’ve sold your Personal Information, and if so, the categories of Personal Information received by each category of third party recipient.
- Access. You can request a copy of the Personal Information that we have collected about you during the past 12 months.
- Deletion. You can ask us to delete the Personal Information that we have collected from you.
- Opt-out of sales. If we sell your Personal Information, you can opt-out. In addition, if you direct us not to sell your Personal Information, we will consider it a request pursuant to California’s “Shine the Light” law to stop sharing your personal information covered by that law with third parties for their direct marketing purposes.
- Opt-in. We contractually prohibit our publishing and advertising clients from placing our technology on pages that target individuals younger than 16 years old. If we learn that you are younger than 16 years old, we will be asking for your permission (or if you are younger than 13 years old, your parent or guardian’s permission) to sell your Personal Information before we do so.
- Nondiscrimination. You are entitled to exercise the rights described above free from discrimination. This means that we will not penalise you for exercising your rights by taking actions such as denying you services; increasing the price/rate of services; decreasing service quality; or suggesting that we may penalise you as described above for exercising your rights.
You may exercise your California privacy rights described above as follows:
Right to information, access and deletion. You can request to exercise your information, access and deletion rights by:
- calling us toll free on 1-866-I-OPT-OUT and entering service code 815# to leave us a message.
- emailing firstname.lastname@example.org
- sending a request by mail to LoopMe Limited, 107 Cheapside, EC2V 6DN, Attn: Privacy
- submitting a request by completing the webform found here.
California law classifies our use of these services as a “sale” of your Personal Information to the companies that provide the services. This is because we allow them to collect information from our website users (e.g., online identifiers and browsing activity) so they can help serve ads more likely to interest you. To opt-out of this ” sale,” click on this link where you can opt out of personalised recommendations. We will need to confirm your identity and California residency to process your requests to exercise your information, access or deletion rights. We cannot process your request if you do not provide us with sufficient detail to allow us to understand and respond to it.
Statutory category of personal information (PI)
click here for details
Source of the PI
Purpose for collection
How we may share, disclose or “sell” information.
Users of our technology
Internet or Network Information
See “what information we collect and why” section above
We may disclose or make available your Personal Information to our trusted partners. In most cases when we do so, we have contractually restricted their uses of this data for agreed business purposes.
12. How to contact us
If you have any questions, comments and requests regarding our use of your personal information or
this Privacy Notice please feel free to contact us / our data protection officer at privacy@LoopMe.com.
LOOPME THIRD PARTY PARTNERS USED IN LOOPME’S SERVICES
Effective September 1, 2020Download
Table of Contents
- Google DV360
- Rubicon Project
- The Trade Desk
- Open X
- Improve Digital
- Engage BDR LLC
- Vectuary S.A.S
Effective September 9, 2020Download
Table of Contents
- Cryptocurrency: Cryptocurrency is not allowed.
- Fake News: Content that seeks to intentionally deceive the reader into believing something that is not true or that they are reading legitimate editorial content or fact-based news.
- Firearms and weapons: Any content related to weapons, ammunition, firearms, gun ranges, paintball guns, guns, air guns, explosives, bombs, knives or weapons of any kind and/or fireworks.
- Hate speech: Any content which insults, discriminates, defames or threatens an individual or groups of individuals based upon, including but not limited to, that individual’s race, ethnicity, national origin, caste, gender, gender identity, sex, religious affiliation, age, serious disease and/or disability.
- Illegal activity or legally questionable activity: Any content which promotes, refers to and/or sells illegal products and services, products or services of questionable legality, violates the privacy rights and any other rights of others and/or that facilitates illegal activity.
- Intellectual property infringement: Any content which infringes any third-party intellectual property rights (including but not limited to, the misappropriation of a trademark or logo, distribution of copyrighted material without the express authorisation of the owner and/or sale or promotion of counterfeit goods).
- Misleading content: Any content based on fraudulent or deceptive claims. All claims must be substantiated, clear, and accurate.
- Questionable business opportunities: Any content which may be or amounts to a ponzi schemes, pyramid schemes, get-rich-quick schemes, free money offers or other similar money-making opportunities.
- Religious content: Any content regarding religion or philosophical belief, any ritual of a specific religion, religious agendas and/or events. Content cannot advocate for or promote one religion over another.
- Sexual, obscene, or pornographic material: Any content which contains adult, mature, and/or sexually-explicit products and services, gentlemen’s clubs, escort services, erotic bookstores, nudity, graphic language, and excessive profanity. Any image, graphic or content that is sexual or pornographic in nature, obscene, includes nudity, sexually suggestive text, images or situations or otherwise uses inappropriate or provocative language.
- Unsecure content: Any content which contains adware, spyware, P2P application, malware, spyware, viruses, worms, Trojan horses or other harmful computer code that interferes with or disrupts the integrity or performance of the LoopMe platform and services.
- Violence & graphic content: Any content which, in LoopMe’s sole discretion, is violent, graphic, objectionable, disrespectful, vulgar or offensive, including images and language.
- Alcohol: LoopMe allows content related to alcohol, provided that such content does not:
- target individuals below the legal drinking age in the respective jurisdiction where such content is displayed;
- imply that drinking alcohol can improve social, sexual, professional, intellectual or athletic standing;
- imply that alcohol provides health and therapeutic benefits;
- portray excessive drinking favourably or featuring binge or competition drinking;
- show alcohol consumption in conjunction with the operation of a vehicle of any kind, the operation of machinery, or the performance of any task requiring alertness or dexterity; and/or
- conflict with any applicable federal, state and local laws and regulatory guidelines relating to alcohol in the jurisdiction which the content is displayed.
- Children and minors: Any content that specifically targets minor need to comply with all applicable laws and require prior express approval by LoopMe.
- Dating and personals: Content must not promote one-night stands, hook-ups, and sexual encounters, infidelity and/or casual sex.
- Financial services: Content must comply with any and all guidance provided by financial governing bodies in the jurisdiction in which the content is displayed.
- Gambling: Content pertaining to Gambling is prohibited, however Content relating to State run lotteries is acceptable provided that they comply with applicable laws and regulations in relevant jurisdictions.
- Media and negative earned media: Direct competitors cannot promote negative earned media content that defames or otherwise compromises an industry competitor without clear disclosure.
- Medications and healthcare products: Content relating to Medications and Healthcare products are allowed except for content relating to:
- recreational drugs;
- erectile or sexual enhancers;
- paternity tests;
- controlled substances such as steroids;
- anabolic or hormones;
- any product that claims to have a similar effect to illegal substances, and weight loss drugs that make unrealistic claims;
- prescription drugs-based content (unless expressly approved by LoopMe); and/or
- online pharmacies selling medicines either with or without prescription and informative websites related to medicines (except if they are certified as per local applicable regulation and expressly approved by LoopMe).
- Political: Political content is content regarding political organisations, candidates, political initiatives and/or events. LoopMe supports responsible political advertising and requires all political content to comply with the local legal requirements, including campaign and election laws and mandated ‘election silence periods’ for any geographic areas that they target. All political content and ads must have clear disclosure (i.e., Promoted by [political party]). Political content must not:
- portray false, untrue or misleading political content (LoopMe reserves the right to require substantiation of any factual claims);
- exclude certain political parties without a legal basis for exclusion;
- contain inflammatory political content;
- portray voting or census participation as useless and/or meaningless and advise users not to vote or participate in a census; and/or
- be paid for directly or indirectly by a non-resident foreign national or entity.
- Surveys: If using LoopMe’s technology for the purposes of conducting a survey, you are prohibited from collecting the following information:
- name, email address, address;
- financial status or account information;
- racial or ethnic information;
- health or medical history or information;
- sexual behaviour or orientation;
- information about children under the age of 13;
- political opinions or beliefs;
- trade union membership; and/or
- religious or philosophical beliefs.
- Tobacco and drugs:
- Any content which promotes smoking paraphernalia, e-cigarettes, vaping, tobacco, cigars, tobacco pipes, rolling papers, smokeless tobacco must be expressly approved in writing by LoopMe; and/or
- Cannabis and CBD related content must comply with the individual State and/or Country restrictions relating to cannabis and CBD.
- Windows Dialog or Alert Style: Any creative that a user might mistake for an OS or application-level notification rather than an advertisement, this includes, but is not limited to, deceptive ads that resemble user interface elements (e.g., text boxes) and creatives that mimic buttons or icons that claim a functionality that is not there (e.g., play, chat, wink, friends, search buttons);
- Expandable (Automatic): Ads that automatically expand without the user’s engagement or action (e.g., click, touch);
- Auto-redirect: Ads that automatically redirect the user without the user’s engagement or action (e.g., click, touch);
- Downloads: Ads that do not ask the user for permission before initiating any downloads before initiating and downloads/installations/services/fees. This includes Click-to-Call and Click-to-Subscribe ads that do not include an intermediary landing page or other prompt that clearly explains the terms and/or fees associated with the call or subscription; and/or
- Operation of network: Ads which interfere with the operation of LoopMe’s network. For example, use that interferes with the normal operation of an end user’s device, or otherwise creates a safety or security risk to the LoopMe platform, our customers, or our end users, is prohibited.
- LoopMe’s Process
- Human Verification
- Mobile Web
- URL working;
- Site category;
- Last update;
- Advertising visible on the page;
- Videos on website with sound on automatically;
- Videos running at the same time;
- Local market Alexa ranking;
- Social media channels;
- Incentivised ads;
- Social media channels; and/or
- Site content.
- URL not working;
- Belongs to a Prohibited Category (as set out in our Content Guidelines);
- Page content not updated in the last 7 days;
- Videos on website running with sound on;
- Multiple videos running at the same time; and/or
- Not in local market Alexa top 50,000.
- Whether the app is available on AppStore or GooglePlay;
- Site category;
- Last update;
- Advertising visible on the applications;
- AppAnnie ranking; and/or
- Incentivised ads.
- App not available on AppStore or GooglePlay;
- Belongs to a Prohibited Category (as set out in our Content Guidelines);
- App not updated during the last 60 days;
- Advertising not visible on the applications; and/or
- Not ranked on AppAnnie.
- Unexpectedly high traffic;
- High CTR but low impressions;
- Low post-click events;
- Unexpectedly high CTR or VCR;
- Multiple views from the same user or Device ID;
- Multiple views from the same location; and/or
- Multiple views from randomised locations.
- Domain Block Lists
- Allowed List
- Technological Approach
- Unexpectedly high traffic;
- High CTR but low impressions;
- Low post-click events;
- Unexpectedly high CTR or VCR;
- Multiple views from the same user or Device ID;
- Multiple views from the same location; and/or
- Multiple views from randomised locations.
- Third Party Verification
- Takedown Policy