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

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.I.

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.