Publisher Terms & Conditions

Last updated: November 19th, 2025

By accepting these Terms and/or accessing the Services, You agree to enter into an agreement with LoopMe Ltd, an English limited company (company no. 07979184) with its registered office at Second Floor, The Sans, 20 St. John’s Square, London, EC1M 4AH (“LoopMe”) with effect from the date LoopMe activates Your Services account. LoopMe and You may collectively be referred to herein as the “Parties” and individually as a “Party”. In the event of any conflict between these Terms and an Order Form, the Order Form shall prevail.

The version of these Terms that is in effect on the Effective Date shall govern Your use of the Services, notwithstanding any subsequent updates or revisions posted by LoopMe that are not otherwise notified to You in accordance with Section 16.g.

You acknowledge and agree that the Services may be provided by LoopMe Ltd and/or its Affiliates, which for the avoidance of doubt includes Chartboost. Accordingly, references to “LoopMe” in these Terms include LoopMe Ltd and any such Affiliate.

These Terms, together with any referenced policies, applicable addenda, the DPA and Order Forms (collectively, the “Agreement”), govern Your access to and use of the Services.

1. Definitions. 🔗

Capitalised terms used in these Terms shall have the meanings set forth below, unless otherwise defined in context:

Ads	means advertising content including any graphic and/or, audio, and/or audio-visual video advertising to be displayed on the Supply Inventory in different formats.
Affiliate	means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. "Control" means the direct or indirect ownership or control of more than fifty percent (50%) of the voting interests or equity interests in an entity, or the power to direct or cause the direction of the management, operations, or policies of an entity, whether through ownership, by contract, or otherwise.
Attribution Data	as defined in Section 4.b.ii.
Brand Features	means any brand features or LoopMe (or its Affiliate) attribution and may include for example the LoopMe (or its Affiliate) name or logo shown in the ad unit (for example where necessary to show that LoopMe (or its Affiliate) has served the Ad and to satisfy transparency requirements) or the AdChoices icons (where required under applicable laws and guidelines) or any other such typical AdTech/advertising industry standard brand features.
Chartboost	means Chartboost LLC with registered office at 251 Little Falls Drive, Wilmington, County of New Castle, Delaware, DE 19808.
Confidential Information	means all confidential information which is disclosed, or made available, directly or indirectly by one Party to the other whether before, on, or after access to Your account and/or the Services, and whether orally, in writing, in electronic form or other media, which relates to (without limitation): (a) all software, technologies, programming, specifications, materials, guidelines and documentation relating to the Services, the Supply Inventory, and any information provided pursuant to the Agreement; (b) any statistics relating to the performance of the Services; (c) any other information designated in writing by either Party as ‘Confidential’ or would appear to a reasonable person to be confidential; and (d) all information derived from any of the above.
Credentials	means usernames or passwords, verification codes, and any other account access or authentication information associated with Your account.
Data Protection Laws	means any applicable data protection, privacy or data security laws, rules, regulations, policies and industry self-regulatory regimes in any relevant jurisdiction relating to the collection, use, processing, sharing, storage, and/or disclosure of Personal Data or other information, including but not limited to: (i) the General Data Protection Regulation 2016/679 ("GDPR"); (ii) the EU e-Privacy Directive (Directive 2002/58/EC); (iii) the EU Regulation 2016/679 as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018; (iv) the UK’s Privacy and Electronic Communications (EC Directive) Regulations 2003; (v) any laws or regulations ratifying, implementing, adopting, supplementing or replacing the GDPR; (vi) in the United Kingdom (UK), the Data Protection Act 2018; (vii) any laws and regulations implementing or made pursuant to EU Directive 2002/58/EC (as amended by 2009/136/EC); (viii) in the United States, the Children’s Online Privacy Protection Act ("COPPA"); (ix) the CCPA, as amended by the California Privacy Rights Act; (x) the Virginia Consumer Data Protection Act; (xi) the Colorado Privacy Act; (xii) the Connecticut Data Privacy Act; (xiii) the Utah Consumer Privacy Act; (xiv) the Texas Data Privacy and Security Act; (xv) any future U.S. federal or state privacy laws; (xvi) the APPI; (xvii) the China Personal Information Protection Law; (xviii) the Hong Kong Personal Data (Privacy) Ordinance, (xix) the Privacy Act 1988; (xx) the Singapore Personal Data Protection Act; (xxi) any binding guidance, decisions, codes of practice, or regulatory requirements issued by relevant supervisory authorities or industry bodies (such as the IAB Transparency and Consent Framework), in each case, as amended or superseded from time to time.
Demand Partner	means LoopMe's media buying partners, including but not limited to demand side platforms, ad exchanges, agencies, agency trading desks, and ad networks.
Disclaimed Content	means any ads, links, content, advice, opinion, offer, proposal, statement, data or other information from any third-party products/services displayed or distributed through the Services.
DPA	as defined in Section 9.b.
Effective Date	means either (i) the date on which Partner completed the online sign-up form, or (ii) as defined in an executed order form, as applicable.
End User	means any user who views, is able to view, or interacts with any advertisement on Your Supply Inventory in connection with Your use of any of the Services.
Fraudulent Activity	means without limitation, any activities by You that authorize or encourage any third party to: (i) directly or indirectly generate queries, impressions of or clicks on any Ads through any automated, deceptive, fraudulent or other invalid means (including Invalid Traffic (IVT) as commonly understood in the industry), including but not limited to repeated manual clicks, click spam, robots, macro programs, internet agents and automated query tools; (ii) mislead, encourage or require End Users or any other persons, either with or without their knowledge, to click on ads, including without limitation Services Ads, including through offering incentives or any other methods that are manipulative, deceptive, malicious or fraudulent; (iii) in any way minimize or obstruct the display of any Ads, or edit, modify, filter or change the order of the information contained in any advertisements; (iv) attempt to edit the website tags, source codes, links, pixels, modules, software development kits (SDK) or other data provided by LoopMe; (v) 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; (vi) providing Supply Inventory that is not approved by and/or as agreed with LoopMe, including but not limited to providing Supply Inventory which LoopMe in its own discretion believes is of lesser quality or otherwise unacceptable for any reason; or (vii) reverse engineer, decompile or disassemble any software components of the advertising services provided by LoopMe.
Intellectual Property Rights	means any intellectual property right including, without limitation, patents, rights to apply for patents, trademarks, trade names, service marks, domain names, copyrights and all applications and registration of such worldwide, schematics, database rights, industrial models, inventions, know-how, trade secrets, computer software programs, rights of publicity, moral rights, or any other such intangible proprietary information and/or third-party right.
LoopMe Materials	means materials provided to You by LoopMe and/or its Affiliate (including the Protocol, APIs, SDKs or Ads in relation to this Agreement).
LoopMe UI	means any user interface and web application allowing publishers and supply partners to manage their account on the LoopMe supply platforms or the supply platforms of any LoopMe Affiliate, including LoopMe’s exchange/marketplace and Chartboost’s exchange/marketplace, in each case as may be updated from time to time.
Net Revenue	means Revenue less any taxes, agency commissions, buyer fees, carrier and/or partner fees, allowances actually made or taken for returns and cash discounts or promotional allowances but excluding other indirectly earned revenue for ancillary services chargeable by LoopMe to third parties, and subject to LoopMe’s prior receipt of corresponding funds from the applicable Demand Partner.
Order Form	means either (i) the publisher order form entered into between the Parties, or (ii) the online sign-up form Partner submitted to receive the Services, in each case pursuant to which Partner agreed to these Terms.
Pass-Through Arrangement	is as defined in Section 4.b.vi.
Personal Data	means "personal data" as defined in the applicable Data Protection Laws.
Platform Provider	as defined in Section 6.l.
Policies	means the Privacy Policy and LoopMe’s Content Guidelines and Brand Safety Guidelines currently available at https://legal.loopme.com/#loopme-policies as may be updated from time to time.
Post-Install Data	attributed and non-attributed End User in-app purchase data and other post-install user data (including but not limited to analytics, retargeting or newsfeed).
Precise Location Data	means "Information that describes the precise geographic location of a device derived through any technology that is capable of determining with reasonable specificity the actual physical location of a person or device, such as GPS level latitude-longitude coordinates or location based Wi-Fi triangulation." as per Section I.G of the NAI Code (as updated from time to time).
Privacy Policy	means the LoopMe privacy notice currently available at https://legal.loopme.com/privacy-center/loopme-privacy-notice, as may be updated from time to time.
Prohibited Actions	means: (i) directly or indirectly access, launch or incorporate the Services except through Your Supply Inventory as expressly permitted; (ii) transfer, sell, lease, syndicate, sub-syndicate, lend, or use the Services or access thereto for unauthorized purposes, including but not limited to co-branding or timesharing; (iii) engage in Fraudulent Activity; (iv) modify, reverse engineer, decompile, disassemble or attempt to derive source code or proprietary information from the Services or LoopMe Materials; (v) remove, alter, or obscure LoopMeʼs copyright, trademarks or proprietary notices; (vi) create a substitute or similar service using the Services or related proprietary information; (vii) use any feature of the Services to personally identify or track End Users or others; (viii) introduce viruses, malware, worms, spyware, or any malicious code or harmful components into or affecting the Services; (ix) serve advertisements that interfere with the proper operation of an End User’s mobile device; (x) use the Services to serve any content other than advertisements and promotions to the Supply Inventory; (xi) use the Services with any Supply Inventory that contains Prohibited Content; or (xii) engage in any conduct that damages, disparages, or otherwise harms LoopMe’s reputation or goodwill.
Prohibited Content	means any part of Your content that LoopMe, in its sole discretion, considers to be: hate-related, pornographic, libelous, abusive, offensive, sexually explicit, obscene, defamatory, slanderous or inflammatory; promoting or depicting violence, illicit drugs and/or drug paraphernalia or any illegal activity; advocates against a particular group, including discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; likely to harm minors in any way; in breach of any applicable laws, statutes, regulations, or subject to an injunction; infringing any Intellectual Property Rights of any other person; in breach of this Agreement; improperly distributed by You, including but not limited to without required third-party consents under applicable law and regulations; misleading, inaccurate, or infringes upon the legal rights of any third party; likely to deceive any person or breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence; contravening any of the Policies; content that contains any other material, products or services that violate, or encourage conduct that would violate, any applicable laws; or which is reasonably likely to subject LoopMe or its Demand Partners or business partners to negative publicity, any negative commercial impact or may create liability for LoopMe; or any content that is not approved by and/or agreed with LoopMe, including but not limited to content which LoopMe in its own discretion believes is of lesser quality or otherwise unacceptable for any reason.
Protocol	means the technical and implementation requirements provided by LoopMe (or its Affiliate) 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 any documentation provided by LoopMe (or its Affiliate) and includes the technical and implementation requirements.
Revenue	means revenue earned by You from the sale, use, or other disposition of Ads displayed on Your Supply Inventory pursuant to this Agreement.
Services	means LoopMe’s (or its Affiliate’s) advertising technology services, including any real-time bidding functionality.
Services Data	as defined in Section 4.b.ii.
Services Term	as defined in Section 5.a.
Supply Inventory	means any and all digital advertising inventory, including (but not limited to) websites, applications, mobile websites, mobile applications, and any other digital properties You make available for the display of Ads pursuant to this Agreement.
Third-Party Terms	means any third-party terms and conditions applicable to the development and distribution of applications within Your Supply Inventory, including, without limitation, any third-party terms and conditions applicable to Your development and distribution of any part of Your Supply Inventory operating on the Android or iOS mobile operating systems or any other operating system supported by LoopMe now or in the future.
You and/or Your	(whether capitalized or lower-case) means the Partner entity identified in the Order Form (including any affiliate, agency, network, or permitted third party with access to Your account or Services Data), all of whom are bound by this Agreement.
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 the Services.

2. Services. 🔗

The Services are available only to (a) individuals aged 18 or older, and (b) entities that are properly licensed and legally permitted to do business. You represent and warrant that You meet such criteria.

3. Description of Services. 🔗

During the Services Term (as defined below) LoopMe will make available and allow You to access the Services as a publisher to offer and sell Your Supply Inventory to advertisers who desire to display and serve the Ads on Your Supply Inventory, based upon the criteria selected by You via the Protocol and/or the LoopMe UI.

4. Implementation of Services. 🔗

a. Implementation. You must implement the Services in accordance with the Protocol and ensure adequate protection for Your computers, software, data, and applications, including systems used to access the Services or LoopMe Materials. LoopMe accepts no liability for any viruses, malware, worms, bugs, or similar harmful code that may affect Your systems or data through Your use of the Services or LoopMe Materials.

b. Services Obligations. Without limiting the foregoing, You acknowledge and agree to the following:

i. In order for the Services to work correctly, in respect of each ad request You will provide all information requested.
ii. In addition, You or Your third-party attribution platform (which must be acceptable to LoopMe) must notify LoopMe when an application is opened by the End User. LoopMe may collect certain data from You or such platform, including all app sessions and both attributed and non-attributed installs ("Attribution Data"). You are solely responsible for all data and content You or Your Affiliates and third parties provide related to Your use of the Services, including Attribution Data, Post-Install Data, URLs, editorial, text, graphics, audiovisual content, and any other information ("Services Data").
iii. You agree that LoopMe may include Brand Features on any Ads delivered through the Services, as well as on any webviews, websites, or other media displayed to any End User via the SDK’s EU consent solution.
iv. You are responsible for protecting Your Services account(s), and Your Credentials against any unauthorised access. You accept full responsibility for Your, and any authorised or unauthorised, access and/or use of Your Services account(s) and Credentials. 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, You automatically waive any right to payments.
v. You must obtain LoopMe’s prior written consent (including by email) before allowing any third party to use the Services, except for: (A) third parties providing analytics solely for Your Supply Inventory; and (B) bona fide advertising agencies. If You permit any third party to access Your Services account, You shall: (I) require them to be bound by terms materially to this Agreement; (II) ensure their full compliance with those terms; and (III) remain fully liable for their acts and omissions. For third parties providing Post-Install Data on Your behalf, You must generate a unique authentication token to be used with such data submissions. All data collected or accessed through the Services must be directly accessible by LoopMe. Your use of intermediaries with sole direct access to user data from the Services is prohibited.
vi. You may elect to participate in a commercial arrangement for the monetization of Your Supply Inventory in which one or more third parties (e.g., a demand-side platform, exchange, or other monetization partner) contract(s) with You directly for the sale or purchase of such Supply Inventory, using the LoopMe SDK as a technology layer, and pay(s) You directly for activity associated with that arrangement (a "Pass-Through Arrangement"). For clarity: (A) Your relationship with, and all commercial terms (including pricing and payment) applicable to any Pass-Through Arrangement are governed solely by Your agreement(s) with the applicable third party; (B) LoopMe/Chartboost acts only as a technology layer and has no responsibility or liability for any Pass-Through Arrangement, including with respect to payments, delivery, performance, compliance, disclosures, or the processing or use of data by such third party; and (C) notwithstanding (A) and (B) above, the following Sections of these Terms continue to apply to You in connection with Your use of the Services in connection with a Pass-Through Arrangement: (I) compliance with applicable laws and Data Protection Laws; (II) Your obligations under Sections 4.c, 4.d, 4.f; (III) You obligations regarding the use of the LoopMe SDK and LoopMe Materials; and (IV) any other obligations that by their nature apply to You regardless of commercial arrangements.
vii. LoopMe may use third-party service providers to deliver certain services to You, including performance metrics. Such third-party services may change at LoopMe’s sole discretion. You are solely responsible for the use and security of any accounts provided via such third parties, and for all activities by persons authorized by You to access them. LoopMe may also embed third-party software, within the SDK to support features (such as viewability, fraud, geo-verification, and other measurement reporting) which may be accessible to You, advertisers, DSPs, and other participants. By using the SDK without disabling or removing this third-party software, You agree to be bound by the applicable third-party privacy policies, terms of service, SDK license agreements, and other relevant terms, as may be updated from time to time.
viii. If You transfer Precise Geo-Location Data to LoopMe, You must ensure, and require Your publisher partners with direct End User relationships to ensure, that: (A) opt-in consent is obtained; and (B) clear, conspicuous notice is given on the relevant Supply Inventory, informing End Users that their geo-location data will be shared with third-parties like LoopMe, for the purposes of tailored advertising.

c. Policies.

i. LoopMe will have no obligation to process an ad request that is not sent in compliance with the requirements of this Agreement.
ii. LoopMe does not undertake to review or monitor Services Ads, Services Data, or Your brand features. However, if LoopMe is notified or otherwise becomes aware that any such content contains Prohibited Content, it reserves the right—but is not obligated—to edit, reject, remove, or stop displaying the content via the Services, in its sole discretion and without liability to You.
iii. You will maintain and display a clear, accessible, and legally compliant privacy policy on Your Supply Inventory, and ensure it is appropriately communicated to End Users. You will comply with all applicable laws, including Data Protection Laws, and relevant self-regulatory guidelines and industry standards. Your privacy policy must, where applicable and/or required by Data Protection Laws, disclose: (A) the types of data that may be collected; (B) that such data may be used and/or shared for personalized advertising, including with third parties, such as LoopMe, as described in the Privacy Policy; (C) the details of any third-party service providers and any use of cookies for ad-serving purposes; and (D) a clear description of, or link to, an effective opt-out mechanism that complies with all applicable legal requirements, including Data Protection Laws.
iv. You must post a privacy policy compliant with Section 4.c.iii within Your Supply Inventory. If Your Supply Inventory includes third-party apps, You must contractually require those third parties to do the same. Without limiting the foregoing, You must ensure that all necessary consents and permissions have been obtained from End Users to allow the collection and sharing of Post-Install Data with LoopMe, including its use, retention, and disclosure as described in the Privacy Policy.
v. Your use of the Services must comply with all applicable ad specifications and LoopMe’s Policies.

d. Prohibited Actions. You agree that neither You nor any third party will engage in any Prohibited Actions.

e. Disclaimed Content. LoopMe is not affiliated with, nor does it endorse or assume responsibility for Disclaimed Content. LoopMe disclaims all liability for Disclaimed Content. LoopMe reserves the right—but is not obligated—to edit, modify, refuse to post, or remove any Disclaimed Content that it deems, in its sole discretion, to be objectionable, erroneous, illegal, fraudulent, or in violation of this Agreement.

f. Supply Inventory.

i. You are solely responsible for all aspects of Your Supply Inventory (including content and subject matter, editorial, text, graphic, audio-visual, and other content and any other information) and the actions of any third parties operating within it.
ii. You represent and warrant to LoopMe that the Supply Inventory is lawful to distribute, does not and shall not infringe on any third-party Intellectual Property Rights and does not otherwise violate any applicable law or regulation, including any criminal law.

g. Fraudulent Activity.

i. LoopMe reserves the right to suspend Your access to the Services, withhold payment, and/or terminate this Agreement and Your access to the Services, without liability to You, if LoopMe, entirely in its own discretion, suspects that any form of Fraudulent Activity, illegal practice or Prohibited Content have occurred and/or featured on Your Supply Inventory. All Fraudulent Activity will be evaluated based on LoopMe‘s measurements and determined at LoopMe’s sole discretion. Without limitation, LoopMe may credit back to advertisers, and/or withhold or offset against future payments to You any amounts determined to have accrued from Fraudulent Activity, illegal activity or Prohibited Content. LoopMe may at its sole discretion seek liquidated damages up to 50% of the amount payable to You under the Services for any breach of this Section 4.g.i.
ii. Misrepresenting or fraudulently claiming ownership of applications in the Services is strictly prohibited. If LoopMe reasonably suspects that You, or a party acting on Your behalf, are engaging in such conduct, LoopMe may suspend or permanently ban You from the Services.

5. Services Term. 🔗

a. This Agreement takes effect on the date LoopMe activates Your Services account and will remain in force until terminated in accordance with its terms (the “Services Term”). This Agreement does not modify any separate agreement You may have with LoopMe related to other products or services.

b. Unless otherwise agreed in writing, You may terminate this Agreement at any time, with or without cause, by providing written notice to legal@loopme.com. Termination will take effect 60 days after LoopMe receives such notice.

c. If You breach this Agreement, LoopMe may, in its sole discretion and with or without notice, suspend or terminate this Agreement and/or Your participation in all or part of the Services. LoopMe may also suspend or terminate this Agreement or such participation at any time, with or without cause, in its sole discretion. In such cases, LoopMe will use reasonable efforts to notify You.

d. On termination of the Agreement for any reason:

i. All licences granted by LoopMe under this Agreement shall immediately terminate;
ii. You must promptly uninstall and remove all access to the Services, including any client software, SDKs and API code provided by LoopMe; and
iii. You must immediately return or destroy all LoopMe Confidential Information and LoopMe Materials.

e. Termination of this Agreement will not affect any rights or obligations that have accrued prior to the effective date of termination.

6. Payments and Fees. 🔗

a. Payments to You will be calculated by LoopMe based on valid impressions served on Your Supply Inventory and the pricing associated with those impressions, determined by reference to Net Revenue.

b. Consistent with the IAB standard terms version 3, LoopMe acts solely as agent in facilitating payment flows between You and Demand Partners and assumes no joint or several liability.

c. In the event Your earnings for any given month are less than the applicable minimum threshold, LoopMe may roll over such amount month to month until the threshold is met.

d. LoopMe may offset any payments owed, against amounts: (i) refunded or credited to advertisers, (ii) You and/or Your Affiliates owe to LoopMe and/or its Affiliates, or (iii) attributable to Fraudulent Activity, Prohibited Actions, or breach of this Agreement.

e. Payments may be made in USD ($), GBP (£), or EUR (€), as agreed between the Parties.

f. LoopMe shall send payment to You via wire transfer / BACs (ACH) transfer or as otherwise agreed via Your account.

g. You shall be solely responsible for ensuring Your payment and contact information provided to LoopMe (or its Affiliate) is accurate and complete. LoopMe’s only obligation is to transfer funds using the payment details provided by You and it shall not be liable for lost or failed payments caused by incomplete or inaccurate information.

h. In case of a dispute over any payment or amount, the Parties shall negotiate in good faith to resolve the issue. If unresolved, LoopMe may suspend Your access to the Services at its sole discretion.

i. Any bank or transfer charges shall be borne by You. LoopMe may deduct or offset such charges from or against amounts payable to You.

j. All payments are inclusive of taxes, excluding any taxes on each Party’s income. You are responsible for remitting any transaction taxes (including VAT, GST, or similar) to the relevant authorities. In case applicable laws require withholding of any amount on account of withholding taxes, LoopMe may withhold such amounts, unless You provide a valid exemption certificate. Amounts payable to You shall not be grossed up for withholding taxes. The Parties agree to cooperate in good faith to minimise tax liabilities as permitted by law.

k. LoopMe may make payments to You through any Affiliate (including, for example, Chartboost LLC on behalf of LoopMe Ltd). In such cases, LoopMe’s payment obligations shall be deemed fulfilled to the extent the Affiliate pays You, subject to the other terms of this Agreement.

l. You acknowledge that You may access the Services via different platform providers (each, a “Platform Provider”), including but not limited to LoopMe and Chartboost. Different payment terms may apply depending on the Platform Provider, as follows:

i. Chartboost. If the Platform Provider is Chartboost, the following shall apply:
- 1. Chartboost will pay You the amount reflected in the Chartboost dashboard, subject to a minimum payment threshold of USD 75 and for wire transfers USD 300.
- 2. Chartboost will pay valid, undisputed invoices by the last day of the second calendar month following the month in which earnings accrued (e.g., earnings for January will be paid by March 31).
ii. LoopMe. If the Platform Provider is LoopMe, the following shall apply:
- 1. LoopMe will pay You such amount as reflected in the LoopMe dashboard, subject to a minimum payment threshold of USD 100.
- 2. You must submit a valid invoice within five (5) working days of the end of the applicable month, by email to finance@loopme.com.
- 3. LoopMe will pay valid, undisputed invoices within sixty (60) days of receipt.
iii. Additional Platform Providers. To the extent that during the Term the Parties agree that You may access the Services via an additional Platform Provider not listed above, the payment terms applicable to such Platform Provider will be provided to You in writing (email sufficient) and shall apply as if set forth herein.

m. Payments to You under any Pass-Through Arrangement are the sole responsibility of the relevant third party, and not LoopMe (see Section 4.b.vi).

7. Compliance. 🔗

a. LoopMe may investigate any suspected violation of this Agreement. If LoopMe, in its sole discretion, determines that You have violated this Agreement or applicable policies, LoopMe may either: (i) immediately suspend or terminate Your access to the Services and this Agreement indefinitely; or (ii) provide You with a 48-hour notice to cure the violation(s). If not cured within 48 hours, LoopMe may suspend or terminate Your access and this Agreement. LoopMe is not liable for any loss or damage resulting from such suspension or termination.

b. You shall comply with all reasonable instructions, conditions and security requirements related to the Services as communicated by LoopMe in writing, on its website, or through the Services platform.

c. You shall comply with all applicable Third-Party Terms and ensure Your actions do not cause LoopMe to breach such terms.

8. License to the LoopMe UI. 🔗

a. Subject to the terms and conditions of this Agreement, LoopMe grants You a limited, revocable, non-transferable, non-exclusive and non-sublicensable license during the Services Term to use the LoopMe UI and LoopMe Materials solely to send ad requests and receive results as expressly permitted hereunder.

b. You may not use, perform, display, reproduce or distribute LoopMe Materials for any other purpose. All LoopMe Materials are the property of LoopMe or its licensors and are sublicensed to You only to fulfil this Agreement.

c. Except as expressly stated, no rights, title or interests (including implied licenses) in the Services, LoopMe Materials or intellectual property are granted to You; all other rights are reserved by LoopMe.

9. Data Use. 🔗

a. Data. You acknowledge and agree that LoopMe may, collect, retain, use, process and disclose data, including Personal Data and Services Data, about You and Your End Users as part of providing the Services, all subject to the terms of the Privacy Policy.

b. DPA. LoopMe’s data processing agreement (“DPA”) is incorporated into this Agreement. You agree that LoopMe may use and access data obtained under this Agreement for any lawful purpose in accordance with applicable laws.

c. Your Data. You may use Your Data received for internal business purposes, provided such use complies with Data Protection Laws and that You have obtained all necessary consents from End Users. If LoopMe receives Your Data through the Services, You grant LoopMe a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to use, copy, modify and create derivative works of Your Data solely for purposes related to providing and using the Service (including use by third parties). You retain all rights to Your Data and are solely responsible for its legality, accuracy, integrity and quality. LoopMe is not liable for any loss, corruption or inaccessibility of Your Data, whether temporary or permanent.

d. Controller Relationship. You acknowledge that You and LoopMe act as independent controllers with respect to processing of Personal Data in connection with the Services. Each Party determines its own purposes and means of processing and is solely responsible for complying with applicable obligations as a controller. The Parties do not act as joint controllers under any circumstances. LoopMe is the controller for Personal Data of End Users located outside the United States, including in the EEA, the United Kingdom, and Switzerland.

e. EU Consent Solution. If You serve personalized ads to End Users in the EEA, the United Kingdom, or Switzerland, You must implement a consent solution that complies with all applicable laws and Data Protection Laws. You may not alter, bypass, or fraudulently simulate End User consent.

10. Marketing and Publicity. 🔗

Neither Party may use the other Party’s name, trademarks, logos, or make any public reference to the other Party in any marketing, press release, or publicity without the other Party’s prior written consent (email sufficient), except that LoopMe may use Partner’s name and branding to the extent necessary to deliver the Services, including identifying Partner in materials shared with demand partners regarding available supply.

11. Confidentiality. 🔗

Each Party agrees not to disclose the other Party’s Confidential Information without prior written consent. The obligations in this section do not apply to information that: (i) was known to the receiving Party before disclosure by the disclosing Party; (ii) becomes publicly available through no fault of the receiving Party; (iii) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information (as evidenced in writing); or (iv) is lawfully received from a third party without confidentiality obligations. Disclosure is permitted if required by law or by a governmental authority, provided the receiving Party (where legally permissible) gives prompt notice to the disclosing Party and reasonably cooperates to limit the scope of such disclosure.

12. Disclaimer. 🔗

The Services are provided “as is” and “as available,” without warranties of any kind, express or implied. LoopMe does not warrant that the Services will be accurate, complete, reliable, uninterrupted, error-free, or fit for any particular purpose. You use the Services at Your own risk. LoopMe expressly disclaims all conditions, warranties, and terms, including any as to merchantability, fitness for a particular purpose, or non-infringement. LoopMe does not guarantee that the Services will be available at all times, including during: (a) internet outages; (b) failures of Your systems or connectivity; (c) scheduled maintenance; or (d) events beyond LoopMe’s reasonable control.

13. Limitation of Liability. 🔗

a. Nothing in this Agreement limits or excludes either Party’s liability: (a) for death or personal injury caused by negligence; (b) for fraud or fraudulent misrepresentation, (c) for breach of the terms implied by section 2 of the supply of goods and services act 1982 (title and quiet possession); (d) under Section 11 (Confidentiality) or Section 15 (Indemnification) of this Agreement; or (e) to the extent such limitation or exclusion is not permitted by applicable law. Except as expressly stated in this Agreement, each Party disclaims all warranties, representations, or guaranties, express or implied, including any implied warranties, of merchantability, title and fitness for a particular purpose, in relation to ads or otherwise.

b. Neither Party (nor its wholly owned subsidiaries) shall be liable to the other for any indirect, incidental, special, consequential or punitive damages (including but not limited to loss or profits, loss of business, loss or corruption of data, loss of goodwill, pure economic loss) howsoever arising, and whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if advised of the possibility of such loss.

c. Subject to Sections 13a and 13b above:

i. Your total aggregate liability for all claims arising under or in connection with this Agreement, however arising, shall be limited to the lesser of (A) the net amount paid to You by LoopMe in the twelve (12) months immediately prior to the date of the claim (or, if the Agreement has been in effect for fewer than twelve (12) months, twelve (12) times the average monthly fees paid as of such date), or (B) USD $500,000.
ii. LoopMe’s total aggregate liability for all claims arising under or in connection with this Agreement, however arising, shall be limited to the lesser of (A) the net amount paid by LoopMe to You in the twelve (12) months immediately prior to the date of the claim (or, if the Agreement has been in effect for fewer than twelve (12) months, twelve (12) times the average monthly fees paid as of such date), or (B) USD $250,000.

14. Representations and Warranties. 🔗

a. You represent and warrant throughout the Services Term that:

i. You own, or are authorized to act on behalf of the owner of, the Supply Inventory used with the Services, and hold all necessary rights, licenses, and permissions (including copyright, trademark, patent, publicity rights) to display Ads and to permit LoopMe’s services;
ii. You have all necessary right, power and authority to enter into and perform this Agreement;
iii. all information You provide to LoopMe is accurate and up-to-date;
iv. You comply with all applicable laws, including the Data Protection Laws, and do not breach any third-party rights or agreements, including in respect of Your Supply Inventory, which contains no Prohibited Content;
v. You have obtained all required rights, consents, and permissions from End Users to allow LoopMe to collect and process data as described herein;
vi. You will comply with all applicable Policies; and
vii. Your Supply Inventory and all displayed materials comply with all applicable laws, regulations and this Agreement.

b. LoopMe represents and warrants that:

i. it has the authority to grant the rights and fulfil its obligations under this Agreement; and
ii. to the best of its knowledge, the LoopMe UI does not infringe any third-party Intellectual Property Rights.

c. Both parties shall comply with COPPA in performing their obligations under this Agreement.

i. LoopMe shall not use or permit the use of: (A) behavioural targeted ads to End Users under 13; (B) creation of profiles of End Users under 13; or (C) collection of personal information from End Users under 13.
ii. You shall not use or permit the use of: (A) games or applications directed to End Users under 13 in Your Supply Inventory; (B) creation of profiles of End Users under 13; or (C) collection of personal information from End Users under 13.

15. Indemnification. 🔗

a. You agree to defend, indemnify and hold harmless LoopMe, its Affiliates, and their officers, directors, employees, agents, licensees and relevant third parties (collectively, the “LoopMe Indemnitees”) from and against any claims, losses, damages, costs and expenses (including reasonable legal fees and any fines or penalties) arising out of or related to (i) Your access to or use of the Services or inability to use them; (ii) Your breach of this Agreement, including, without limitation warranties, representations and or confidentiality obligations; (iii) Your breach of applicable laws or regulations; (iv) Your wilful misconduct, gross negligence, fraud or unlawful acts; (v) any material You provide or display in Your Supply Inventory containing Prohibited Content; or (vi) Your infringement of any third-party Intellectual Property Rights or other rights. You, on behalf of Yourself and Your successors and assigns, to the fullest extent permitted by applicable law, irrevocably waive any right to bring any claim, complaint, or legal proceeding against any LoopMe Indemnitee in connection with any actual or alleged breach by LoopMe or its Affiliates of any agreement between LoopMe and a third party, regardless of whether You are an intended or incidental beneficiary of such agreement.

b. Any claim for indemnification under this Agreement shall be subject to the following conditions: (i) LoopMe will provide You with written notice of the claim. A delay in such notice will not relieve You of indemnity obligations unless, and only to the extent, the delay materially prejudices Your ability to defend the claim; (ii) LoopMe will reasonably cooperate with You and Your counsel, at Your expense; (iii) LoopMe may participate in the defense and settlement using attorneys of its choice; and both Parties shall use reasonable efforts to mitigate damages.

16. Miscellaneous. 🔗

a. Governing Law. This Agreement and any related dispute (including non-contractual disputes) shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.

b. Waiver. A failure to enforce any provision of this Agreement shall not constitute a waiver of that or any other right. A waiver of any breach shall not be deemed a waiver of subsequent breaches.

c. Severability. If any part of this Agreement is held to be invalid or unenforceable, that part shall be interpreted to best reflect the Parties’ intent and the remainder shall remain in full force.

d. Assignment. You may not assign this Agreement without LoopMe’s prior written consent (except to a successor by merger or asset sale). LoopMe may assign or subcontract its rights or obligations freely.

e. Relationship. The Parties are independent contractors. Nothing in this Agreement creates a partnership, agency, joint venture, or other legal relationship beyond that of independent entities.

f. Entire Agreement. The Agreement constitutes the entire agreement between You and LoopMe and supersedes all prior or contemporaneous agreements, representations, and understandings relating to its subject matter.

g. Variation. No variation of this Agreement is effective unless in writing and signed by both Parties. However, LoopMe may amend these Terms at any time by providing prior written notice to You, with amendments effective immediately upon such notice. If You object to any amendment, You may terminate this Agreement within 14 days of notice by written communication to legal@loopme.com. In such cases, Section 5.d shall apply.

h. Third-party beneficiaries. Except as expressly stated otherwise in this Agreement, a person who is not a Party to this Agreement shall have no rights to enforce any of its terms under the UK Contracts (Rights of Third Parties) Act 1999 or otherwise.

i. Force Majeure. Neither Party shall be liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, strikes, war, acts of government, pandemics, or internet outages.

j. Anti-bribery and Corruption. You shall comply with all applicable anti-corruption laws, including the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act. You shall not offer anything of value to improperly influence decisions or gain business, and will maintain accurate records, available to LoopMe upon request.

k. Survival. Provisions which by their nature or express terms survive termination shall remain in effect.

l. Notices. Notices to You must be in writing and sent by email to the address(es) specified in the Order Form. Notices to LoopMe must be in writing and sent by email to legal@loopme.com. Either Party may change its notice address by providing written notice of such change to the other Party in accordance with this section, and such change shall be effective upon receipt of such notice.

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