LootHQ Advertiser Terms

"Campaign" means an advertising campaign you configure in the Platform, including its creative, targeting, events, payouts, and budgets.

"Click" means an End User's selection of your Campaign, recorded with a unique click identifier.

"Conversion" means an Event you report to LootHQ via postback in respect of a recorded Click.

"End User" means an individual who accesses a Campaign through a Publisher's placement.

"Event" means a payable action you define within a Campaign, including milestone events within a multi-event Campaign.

"Platform" means the LootHQ advertiser dashboard, APIs, documentation, and related systems.

"Publisher" means a third party operating a property on which LootHQ placements are integrated.

"Wallet" means your prepaid balance held with LootHQ against which Conversions are charged.

2.1 Acknowledgement. You acknowledge and agree that all traffic delivered through the Platform is incentivized (rewarded) traffic. End Users receive virtual currency, points, or other rewards from Publishers for completing your Events. You represent that:

• (a) you are authorised to run the Campaign on incentivized traffic and that doing so does not breach any agreement with any network, app store, measurement partner, or upstream advertiser;
• (b) where your Campaign is subject to an app store or platform policy restricting incentivized installs or engagement, you have confirmed compliance; and
• (c) you will not later dispute Conversions on the sole ground that traffic was incentivized.

2.2 No representation about user intent. LootHQ makes no representation regarding End User intent, retention, lifetime value, or post-conversion behaviour.

3.1 Configuration. You are responsible for the accuracy of your Campaign configuration, including tracking URL, click identifier macro, postback configuration, Event definitions, payouts, budgets, caps, geographic and device targeting, and creative.

3.2 Review. LootHQ reviews Campaigns before activation and may decline, pause, or require modification of any Campaign at its discretion, including for breach of Schedule A (Acceptable Use).

3.3 Accuracy of Offer requirements. Your Campaign description and completion requirements must be accurate, complete, and understandable to an End User before they begin. You will not impose undisclosed conditions on reward eligibility. Where completion requires a purchase, deposit, subscription, trial with automatic renewal, or provision of payment details, this must be stated clearly in the Campaign description.

3.4 Changes. Changes to payout amounts, Event definitions, or requirements apply prospectively only. Conversions recorded before a change are payable at the rates stored at the time of the Conversion.

3.5 No guarantee. LootHQ does not guarantee any level of impressions, clicks, conversions, volume, geographic distribution, or performance, and does not guarantee placement on any particular Publisher property.

4.1 Postback obligation. You will report Conversions to LootHQ server-to-server, promptly and accurately, using the postback endpoint and token issued to your account. You are responsible for the security of your postback token and for all Conversions reported using it.

4.2 Authoritative record. Conversions are recorded when validly reported and accepted by LootHQ. LootHQ's records of Clicks, Conversions, Events, and amounts charged are the authoritative record for billing purposes, absent manifest error.

4.3 Deduplication. LootHQ deduplicates on the combination of click identifier and Event. You acknowledge that a single click identifier may legitimately produce multiple Conversions across distinct Events in a multi-event Campaign.

4.4 Payout authority. The amount charged for a Conversion is determined server-side from the Event payout stored on the Campaign, not from any amount included in your postback. Discrepancies are logged and may be reviewed.

4.5 Reporting failures. LootHQ is not liable for Conversions you fail to report, report late, report to an incorrect endpoint, or report with invalid parameters. Conversions reported more than the Campaign's attribution window after the corresponding Click will not be credited.

5.1 Your right to reverse. You may report a reversal for a previously reported Conversion where the underlying action was cancelled, charged back, fraudulent, duplicated, or otherwise did not genuinely satisfy the Event.

5.2 Reversal window. Reversals must be reported within thirty (30) days of the original Conversion, or within the window specified in an applicable IO. Reversals reported after the window may be declined.

5.3 Effect. A valid reversal refunds the charged amount to your Wallet and, where applicable, results in the corresponding amount being recovered from the Publisher and the End User's reward being revoked.

5.4 Abuse. Systematic, unsupported, or bad-faith reversals — including reversals used to avoid payment for legitimately delivered Conversions — are a material breach. LootHQ may decline reversals, require documentary substantiation, suspend Campaigns, and terminate these Terms where a Campaign's reversal rate is materially inconsistent with the Campaign's stated requirements or with industry norms.

5.5 Budget treatment. Reversals refund the Wallet but do not restore consumed Campaign budget. Budget is a pacing control, not an accounting balance.

6.1 Prepayment. Campaigns serve against a prepaid Wallet balance. Where your Wallet balance is insufficient to cover a Campaign's maximum Event payout, LootHQ may cease serving the Campaign. LootHQ is not liable for Conversions that cannot be credited due to insufficient balance, and such Conversions are not queued for later crediting.

6.2 Charges. Approved Conversions are charged against the Wallet at the stored Event payout. Charges are final subject only to Sections 5 and 6.6.

6.3 Credit terms. LootHQ may, at its sole discretion and in writing, extend a credit limit or net payment terms to a specific Advertiser. Where credit terms apply, invoices are due within thirty (30) days of invoice date. Overdue amounts accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower, and LootHQ may suspend serving and recover reasonable collection costs.

6.4 Refunds. Wallet balances are prepayments for advertising services and are non-refundable except where required by law or agreed by LootHQ in writing. Where LootHQ agrees to refund an unspent balance, it may deduct payment processing fees.

6.5 Dormancy. Where an account has no Campaign activity for twelve (12) consecutive months, LootHQ may, after thirty (30) days' notice to the email address on file, close the account and retain any remaining balance to the extent permitted by applicable law.

6.6 Billing disputes. You must raise any billing dispute in writing to support@loothq.net within thirty (30) days of the relevant charge or invoice. Disputes raised after that period are waived.

6.7 Taxes. All amounts are stated in USD and are exclusive of applicable taxes, which are your responsibility unless LootHQ is required to collect them.

You will comply with Schedule A (Acceptable Use and Content Standards), which forms part of these Terms. Breach of Schedule A is a material breach entitling LootHQ to pause Campaigns and terminate immediately.

8.1 Roles. Each party acts as an independent controller (or independent business) in respect of data processed in connection with Campaigns. Neither party is the other's processor.

8.2 Data received. You acknowledge that LootHQ transmits certain data to you or your tracking provider for attribution and fraud prevention, which may include click identifier, obfuscated publisher and user identifiers, IP address, user agent, device, operating system, browser, and country. You will:

• (a) process such data only for attribution, fraud prevention, billing, and Campaign optimization;
• (b) maintain a lawful basis and provide required notices under applicable law;
• (c) not attempt to re-identify obfuscated identifiers, or combine data received with other data to identify individual End Users other than as necessary to fulfil the Event;
• (d) not use data received to solicit or contact End Users outside the scope of the Event they completed; and
• (e) not attempt to identify, contact, or transact directly with Publishers identified through obfuscated identifiers for the purpose of circumventing the Platform.

8.3 Minors. LootHQ's placements are intended for End Users 18 and over. You will not target Campaigns to minors and will notify LootHQ if you become aware that a Campaign has received traffic from persons under 18.

8.4 Security and incidents. You will maintain appropriate technical and organizational measures and notify LootHQ without undue delay of any security incident affecting data shared under these Terms.

9.1 Licence to LootHQ. You grant LootHQ and its Publishers a non-exclusive, worldwide, royalty-free licence to host, reproduce, and display your Campaign creative, marks, and descriptions for the purpose of delivering the Campaign, for the term of the Campaign.

9.2 Your warranty. You represent and warrant that you own or are licensed to use all Campaign content and that its display does not infringe any third-party right.

9.3 LootHQ IP. LootHQ retains all right, title, and interest in the Platform, APIs, documentation, and marks.

9.4 Publicity. LootHQ may identify you as an advertiser using your name and logo, revocable on written notice to legal@loothq.net.

Each party will keep confidential the other's non-public information, including payouts, platform fees, performance data, and commercial terms, for the term and three (3) years thereafter.

11.1 Term. These Terms begin on your acceptance and continue until terminated.

11.2 Termination. Either party may terminate on fifteen (15) days' written notice. LootHQ may suspend or terminate immediately for breach of Sections 2, 5.4, 7, or 8, for non-payment, or where a Campaign poses legal or reputational risk.

11.3 Effect. On termination, Campaigns cease serving. You remain liable for Conversions recorded before termination. Any unspent Wallet balance is treated under Section 6.4.

11.4 Survival. Sections 4.2, 6, 8, 9, 10, 11.3, 12, 13, and 14 survive.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". LOOTHQ DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LOOTHQ DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, ANY LEVEL OF VOLUME OR PERFORMANCE, OR THE CONDUCT OF ANY PUBLISHER OR END USER.

13.1 Your indemnity. You will indemnify, defend, and hold harmless LootHQ and its officers, directors, employees, and agents from any claim, loss, liability, fine, or expense (including reasonable legal fees) arising from: (a) your breach of these Terms or Schedule A; (b) your Campaign content, requirements, or the products or services promoted; (c) your relationship or transactions with End Users, including any consumer protection, billing, subscription, or refund claim; (d) your processing of data received under Section 8; or (e) any claim that your Campaign infringes a third-party right.

13.2 Limitation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL.

13.3 Cap. LOOTHQ'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNTS YOU PAID TO LOOTHQ IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.4 Exclusions. Nothing limits liability for fraud, wilful misconduct, or liability that cannot be limited by law. Section 13.1 and your payment obligations are not subject to the cap.

14.1 Governing law. These Terms are governed by the laws of the Province of Newfoundland and Labrador and the federal laws of Canada applicable therein. The parties submit to the exclusive jurisdiction of the courts of Newfoundland and Labrador. The CISG does not apply.

14.2 Independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

14.3 Assignment. You may not assign without LootHQ's written consent. LootHQ may assign in connection with a merger, acquisition, or sale of assets.

14.4 Amendment. LootHQ may amend these Terms on thirty (30) days' notice. Continued use constitutes acceptance.

14.5 Force majeure, severability, waiver, entire agreement. As set out in the equivalent provisions of the LootHQ Publisher Agreement, applied mutatis mutandis.

14.6 Notices. To LootHQ: legal@loothq.net. To you: the email address on your account.