Skip to content Skip to footer
0 items - $0.00 0
Cart
Close

AGENCY SERVICES TERMS AND CONDITIONS

DEFINITIONS

  • “Action” means an act or event by a third party (usually, a consumer) upon which payment hereunder is based or determined and is being tracked in an affiliate tracking platform, such as a sale, install, or lead; 
  • “Advertisement” means a promotional message (including any code embedded therein) that may consist of text, graphics, audio and/or video or any combination thereof and that is displayed on online media inventory for the purpose of publicizing the Advertiser’s products or services, provided by Advertiser, including but not limited to any advertisements provided by Advertiser on behalf of an third party client of Advertiser, as may be further defined in an IO.
  • “Advertiser” means the entity as referred to as such in the IO; 
  • “Affiliate” means any third-party publisher or influencer managed by Loop Agency who generates Actions for Advertiser through Affiliate’s advertising efforts and is compensated on a CPA basis;
  • “Affiliated Company” means any third party under the effective control of a Party to this Agreement or under common control of a Party to this Agreement. Effective control in the foregoing sentence means the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies, or actions of an entity through the exercise of ownership or voting rights;
  • “Agreement” means this Agency Services Terms and Conditions, together with the applicable IO;
  • “Business Days” means any day other than a Saturday, Sunday, or public holiday observed at the principal place of business of Loop Agency, on which banks are generally open for business in the Netherlands.
  • “Calendar Days” means all days in the calendar year, including weekends and public holidays, without exclusions.
  • “Campaign” means the actions of Loop Agency in fulfilling its obligations to Advertiser under this Agreement;
  • “Channel(s)” means the media as referred to in the IO;
  • “Conversion” means successful completion of a desired action by a user, including but not limited to a purchase, sign-up, or download, resulting from Loop Agency’ and its affiliates’ referral.
  • “CPA” or “Cost Per Acquisition/Action” means the fee paid by Advertiser to Loop Agency for each sale of Advertiser’s service or product to a customer resulting from Loop Agency’ performance of its obligations under this Agreement; 
  • “CPA Commissions” means the portion of the CPA Spend owed by Advertiser to Loop Agency as set forth herein or any applicable IOs; 
  • “CPA Spend” means the total amount paid each calendar month to Affiliates for Advertiser’s account during such month—including amounts paid directly by Advertiser and amounts paid by Loop Agency on behalf of the Advertiser—for advertising that is priced on a CPA basis;
  • “CPC” or “Cost Per Click” means the fee payable by Advertiser to Loop Agency for each customer click on Advertisement resulting from Loop Agency performance of its obligations under this Agreement;
  • “CPL” or “Cost Per Lead” means the fee payable by Advertiser to Loop Agency for each customer lead provided to Advertiser resulting from Loop Agency’ performance of its obligations under this Agreement;
  • “CPM” or “Cost Per Mille” means the fee payable by Advertiser to Loop Agency for each impression of an Advertisement to a potential customer resulting from Loop Agency’ performance of its obligations under this Agreement;
  • “Deliverables” means the type(s) and amount(s) of results to be delivered (e.g. CPA. CPC, CPL and/or CPM) by Loop Agency to Advertiser, as set forth in an IO.
  • “Effective Date” means the date stated under such heading in the IO, in absence of which it shall be the date of the Loop Agency signature of the IO.
  • “E-mail” means the e-mail communication sent by Loop Agency to its database or to parts thereof, from its own e-mail account, as part of the Campaign set up by Loop Agency, which e-mail contains an Advertisement.
  • “End Date” means the date stated in the IO, or in the absence thereof, when terminated by either Party according to this Agreement;
  • “IO” means insertion order executed between Parties referencing this Agreement.
  • “Lead” means an individual or entity that has expressed interest in Advertisers’ products or services and has provided contact or qualifying information, potentially leading to a transaction or engagement under the terms outlined in this Agreement; 
  • “Media Spend” is defined as any spend during each calendar month other than CPA Spend. Media Spend includes, but is not limited to, publisher integration, premium placement fees, CPM (cost per thousand impressions) and CPC (cost per click) placements. Media Spend will always be pre-authorized by the Advertiser in writing (including by email); 
  • “Media Spend Commissions” means the commission, calculated based on the amount of the Media Spend as set forth herein or in any applicable IOs, owed by the Advertiser to Loop Agency; 
  • “Monthly Retainer” means the amount set forth herein or in any applicable IO;
  • “Party” means either the Advertiser or Loop Agency severally and “Parties” means both the Advertiser and Loop Agency jointly; 
  • “Services” means agency services to be performed by Loop Agency for the Advertiser as outlined herein or in any applicable IOs;
  • “Loop Agency” means Loop Agency, which is owned and operated by Yep Ads B.V.
  • “Territory” means the (parts of) countries referred to as such in the IO; 

WHEREAS: Parties have executed an IO referencing this Agreement and therefore the Terms and Conditions as stipulated hereunder shall apply between Parties for the performance of that IO, unless specifically altered by such IO in writing and signed by both Parties.

APPLICABILITY

1.1 The terms and conditions in this Agreement are applicable to all requests, orders, offers and agreements in which this Agreement is referenced.

1.2 Loop Agency reserves the right to amend any terms and conditions of this Agreement and any Advertiser is responsible for complying with any changes to this Agreement within ten (10) Business Days of the date of change. Loop Agency will post any changes to this Agreement in the Advertiser area of the Loop Agency Website.

1.3 Any general terms and conditions of the Advertiser, howsoever incorporated, shall be excluded.

1.4 The Agreement shall only be binding on Loop Agency when signed by the authorized signatory individual(s).

1.5 Advertiser confirms it has read, understood and shall comply with the Loop Agency Supplier Code of Conduct. 

2. ADVERTISEMENT LICENSE, SPECIFICATION, CONTENT AND RESTRICTIONS 

2.1 Grant of License: For the purpose of this Agreement, Advertiser hereby grants to Loop Agency and the third-party networks, affiliates, and publishers enlisted by Loop Agency on Advertiser’s behalf pursuant to this Agreement, a worldwide, non- exclusive, royalty-free right and license to (a) use and reproduce, copy, perform, distribute and display, in any medium now known or hereafter developed, all creatives, Advertisement Content and related materials and metadata submitted by Advertiser to Loop Agency, (b) use all associated Advertiser intellectual property in connection therewith. In no event shall Loop Agency modify or alter the content, text or appearance of any Advertisement without Advertiser’s prior written consent. Title to and ownership of all intellectual property rights of Advertiser shall remain with the Advertiser or its third-party licensors.

2.2 Advertisement Content: Advertiser is fully responsible for the content of the Advertisement and for compliance of the Advertisement with all applicable laws and regulations (including but not limited to the applicable privacy and marketing laws and regulations). For the avoidance of doubt, Advertiser shall also be fully responsible and liable for all third-party client Advertisements provided by Advertiser hereunder. To the fullest extent permitted by law, and subject to any liability under the applicable data protection law, Loop Agency shall exclude any liability with regard to the content of the Advertisement as placed in an E-mail.

2.3 Advertising Restriction: Notwithstanding the above, Loop Agency reserves the right, in its sole discretion, without notice and without liability, to reject, omit, exclude, remove or terminate any Advertisement for any reason at any time.

2.4 Advertiser agrees that the Advertiser will not alter the Tracking Code or remove or alter the location of the Tracking Code. If Advertiser alters, removes, disables or moves the Tracking Code, Advertiser will be obligated to pay Loop Agency for all estimated Conversions generated during this period, based upon the historical earnings/Conversions. Advertiser agrees that Advertiser will place the Tracking Code on a landing page and that this landing page does not contain the Tracking Code or tracking method of a third Party. 

3. PROPRIETARY RIGHTS 

3.1 As between the Parties, Advertiser hereby agrees that nothing in this Agreement shall, or may be construed as, a transfer or license of any rights or title in and to any data, content, service or product owned by Loop Agency, or any part thereof, to Advertiser or the third-party clients of Advertiser.

3.2 If and insofar Loop Agency is requested by Advertiser to design any Advertisements on behalf of Advertiser, Loop Agency hereby agrees that Advertiser shall own all rights, title and interest to such Advertisement, including but not limited to the intellectual property rights of such design under the condition that during the Campaign this Advertisement shall exclusively be used for the Campaign and not for any other purposes, including but not limited to the use of the Advertisement by Advertiser itself and/or by any third parties that advertise Advertiser’s services. Such Advertisement shall have to be approved in writing by Advertiser, and Advertiser shall be solely responsible and liable for the content of such Advertisement and for compliance of the Advertisement with all applicable laws and regulations. Advertiser hereby holds harmless Loop Agency from any and all claims (including but not limited to third parties’ claims) in this respect. 

4. REPORTING AND PAYMENT 

4.1 Reporting: Loop Agency’ statistics are leading in regard to invoicing the Advertiser. The Advertiser is responsible for delivering the conversion report within 2 (two) Business Days after month’s end. If the Advertiser believes there is a negative Traffic discrepancy of greater than 10%, Advertiser must also deliver conclusive evidence for this claim within 2 (two) Business Days after month’s end. In the event that the Advertiser has addressed the issue within 2 (two) Business Days, Loop Agency will investigate the statistics. Advertiser shall always pay the invoices due in time in full, especially also including in the event described in this clause. In the event that Loop Agency discovers that there is a negative Traffic discrepancy of greater than 10%, the amount that was unduly paid will be set off against the next Failure of Advertiser to notify Loop Agency of any Traffic discrepancies within the time limit and as stipulated in this clause, shall mean that the Advertiser waives any right or claim against Loop Agency and any such claim shall be null and void.

4.2 Fraud Claims. To the extent Advertiser believes Fraud has occurred in any advertising by Loop Agency, Advertiser must notify Loop Agency within four (4) Calendar Days from the date of the Conversion and provide competent evidence of such fraudulent activities to the satisfaction of Loop Agency. Failure of Advertiser to notify Loop Agency of any fraudulent activity within four (4) Calendar Days from the date of the Conversion, shall mean that the Advertiser waives any right or claim against Loop Agency. The Advertiser shall not be entitled to any chargebacks for any Lead unless agreed to by Loop Agency in writing.

4.3 Credit evaluation: Upon signature of the Agreement, Loop Agency will conduct an evaluation of Advertiser’s credit. Loop Agency’ provision of services is contingent to (i) successful completion of such credit evaluation and (ii) there being no material changes to Advertiser’s credit status during the term of the Agreement.  

4.4 Fees: In consideration of the Deliverables, Advertiser shall pay Loop Agency the fees as stipulated in IO. All stated fees are exclusive of VAT, withholding taxes and/or any other taxes that may be assessed by any jurisdiction. If VAT, withholding taxes or any other taxes are imposed by any jurisdiction on the transactions pursuant to this Agreement, Advertiser will pay those taxes to ensure that Loop Agency receives the full amount invoiced to Advertiser without offset or deduction. Each Party will pay their own taxes. 

4.5 Payment: During the term of this Agreement, Advertiser shall pay Loop Agency on a monthly basis as follows: (1) Monthly Fees. Each calendar month, Advertiser shall pay Loop Agency “Monthly Fees” consisting of all of the following: (i) the Monthly Retainer, (ii) CPA Commissions  (iii) Reimbursable Expenses, and (iiii) the Media Spend Commissions; (2) Chargebacks. Loop Agency shall not earn CPA Commissions on reversals or chargebacks that are processed by the Advertiser no later than ten (10) days after the end of the month in which the CPA Commissions were generated; however, if the CPA Commissions for such reversals or chargebacks have already been invoiced, Loop Agency shall issue the Advertiser a credit for such CPA Commissions on its invoice for the next Monthly Fees. 

4.6 Late payment: Any payments by the Advertiser which are not made in time stipulated in the relevant IO, and/or in this Agreement, and/or on the invoice will be considered a material breach of this Agreement and Loop Agency may, at its option, immediately terminate this Agreement or suspend this Agreement until full payment has been made. Interest shall accrue on any past due amounts at the rate of the greater of 2% per month or the maximum amount permitted by law. In addition, Advertiser shall be liable to Loop Agency for all attorneys’ fees and other costs of collection to collect such unpaid amounts. 

5. PREPAYMENT AND RECONCILIATION

5.1 Prepayment Required: All Monthly Fees and Reimbursable Expenses (including, without limitation, all CPA Spend and Media Spend) shall be paid in advance by Advertiser. Loop Agency will not start work under this Agreement or perform any Services during a calendar month until prepayment of the Monthly Fees and Reimbursable Expenses for said month have been received. There are no exceptions to the prepayment requirement.  

5.2 Estimation and Invoicing: Prior to beginning work under this Agreement, and in advance of each calendar month, Loop Agency will invoice Advertiser by email each month for prepayment of the Monthly Fees and any Reimbursable Expenses. The invoiced amount will be based on Loop Agency’ estimate of Monthly Fees (including, without limitation, any estimated CPA Commissions) and predictable Reimbursable Expenses, such as CPA Spend and Media Spend (collectively, the “Prepayment Amount”). Payment of the Prepayment Amount is due upon receipt of the invoice. The Prepayment Amount shall be pro-rated for any partial calendar months (e.g., the first and last months of the term of this Agreement). 

5.3 Reconciliation: No later than five (5) days after the completion of a calendar month, Advertiser shall provide Loop Agency with any information requested by Loop Agency as needed to calculate the actual Monthly Fees and Reimbursable Expenses incurred. Loop Agency shall compare the actual numbers against the Prepayment Amount and provide Advertiser a statement reconciling the same (which statement may be included within the next month’s invoice). If the Prepayment Amount exceeds the actual Monthly Fees and Reimbursable Expenses, Loop Agency will apply a credit in the amount of the overage on the next invoice to Advertiser. If the actual Monthly Fees and Reimbursable Expenses exceed the Prepayment Amount, Advertiser shall pay the difference to Loop Agency within thirty (30) days after the close of the calendar month in which the Monthly Fees and Reimbursable Expenses were incurred.   

5.4 Disputes: Advertiser shall submit any and all claims and disputes regarding an invoice and the Services and/or Monthly Fees covered under such invoice in writing to Loop Agency within seven (7) days after issuance of such invoice, time being of the essence. Claims and disputes not timely submitted to Loop Agency in accordance with this provision are waived and all charges are final. Advertiser shall submit all evidence in support of its dispute, and Advertiser agrees that, without such proof in support of the dispute, Advertiser shall be required to pay Loop Agency in full for all Services performed under the Agreement. Advertiser acknowledges and agrees that Loop Agency shall not be liable for any instances of fraud on the part of end-user consumers. Advertiser shall timely pay any amounts not in dispute, including the Monthly Retainer and any Reimbursable Expenses, by the regular payment due date. All disputed commission amounts must be resolved and paid no more than forty-five (45) days following the month in which they occurred.  

5.5 Late Payments: Advertiser shall pay to Loop Agency interest on any past due payments at the rate of 2% per month, compounded monthly, or if less, the highest rate permitted under applicable law, and all costs of collection, including reasonable attorney’s fees and expenses. 

6. REPRESENTATION AND WARRANTIES 

6.1 Advertiser’s representations and warranties: Advertiser hereby represents and warrants to Loop Agency that: (i) Advertiser has the power and authority to enter into and perform its obligations according to the terms of this Agreement; (ii) Advertiser has no restrictions that would impair its ability to perform its obligations and grant all rights contemplated by this Agreement; (iii) Advertiser has not and will not enter into any agreement that is inconsistent with its obligations hereunder; (iv) none of the Advertisements will violate any rights of any third party including but not limited to intellectual property rights; (v) none of the Advertisements will violate any applicable Act, law, regulation and/or code of conduct; (v) none of the Advertisements will, when viewed or clicked on by a customer, cause such customer’s computer to download any software application; (vi) an Advertisement will not be and/or link to any content that is defamatory, fraudulent, obscene, misleading or otherwise illegal; and (vii) none of the Advertisements will contain any viruses, Trojan horses, trap doors, back doors, Easter Eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage or interfere with Loop Agency’ services. For the avoidance of doubt and without limitation, the aforementioned representations and warranties are also applicable where Advertiser is acting on behalf of a third-party client of Advertiser. 

6.2 Loop Agency’ Representation and Warranties: Loop Agency hereby represents and warrants to Advertiser that Loop Agency: (i) has the power and authority to enter into and perform its obligations according to the terms of this Agreement; and (ii) has no restrictions that would impair its ability to perform its obligations contemplated by this Agreement. More in particular, and as far as it relates to the Loop Agency collecting personal data, Loop Agency hereby represents and warrants that all such data has been collected and processed in accordance with any applicable privacy acts, laws and regulations. 

6.3 Publisher Agreements: Advertiser authorizes Loop Agency, as Advertiser’s agent, to enter into agreements with Affiliates, other publishers and media providers, and networks (collectively, the “Publisher Agreements”) for the purpose of providing Services hereunder. Advertiser agrees to be bound by the Publisher Agreements entered into by Loop Agency with respect to the Services provided through such Publisher Agreements, including, without limitation, paying for any CPA Spend, Media Spend, and indemnity obligations with respect to Advertiser’s ads, creative, products, and services. 

6.4 Disclaimer: THE SERVICES PROVIDED BY LOOP AGENCY AND ANY AFFILIATE OR PUBLISHER HEREUNDER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY ADVERTISING. WITHOUT LIMITING THE FOREGOING, LOOP AGENCY DOES NOT WARRANT OR GUARANTEE THE SUCCESS OF ANY ADVERTISING, THE NUMBER OR QUALITY OF ACTIONS OR LEADS GENERATED THROUGH THE AFFILIATE PROGRAM OR ANY MEDIA SPEND, OR THE AMOUNT OF ACTIONS OR REVENUE TO BE DERIVED BY ADVERTISER FROM THE ADVERTISING. IN THE EVENT OF INTERRUPTION OF DISPLAY OR DISTRIBUTION OF ANY ADVERTISING, LOOP AGENCY’ SOLE OBLIGATION WILL BE TO RESTORE SERVICE AS SOON AS PRACTICABLE, AND TO THE EXTENT THE SAME IS WITHIN LOOP AGENCY’ ABILITY OR CONTROL. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THE AGREEMENT, THE FOREGOING REPRESENTATIONS AND WARRANTIES ARE THE ONLY REPRESENTATIONS AND WARRANTIES GIVEN BY LOOP AGENCY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED BY STATUTE OR OTHERWISE, ARE SPECIFICALLY EXCLUDED BY LOOP AGENCY TO THE EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. LOOP AGENCY DOES NOT WARRANT THE RESULTS OF USE OF LOOP AGENCY’S SERVICES, INCLUDING, WITHOUT LIMITATION, THE RESULTS OF ANY CAMPAIGN, AND ADVERTISER ASSUMES ALL RISK AND RESPONSIBILTY WITH REPECT THERETO. 

7. INDEMNIFICATION AND LIMITATION OF LIABILITY 

7.1 Indemnification by Advertiser: Advertiser shall defend, indemnify and hold harmless Loop Agency, its Affiliated Companies and their respective officers, managers, shareholders, representatives, affiliates, directors, employees and agents against any and all losses, damages, liabilities, claims, costs and expenses, including reasonable attorneys’ fees, arising out of or, related to and in connection with: (a) any breach of Advertiser’s or Advertiser’s third-party clients representations, warranties or obligations set forth in the Agreement, (b) Advertiser’s breach of the Agreement, (c) the content of any ads, creative, or other information provided by the Advertiser hereunder, (d) Advertiser’s products or services, or (e) the Publisher Agreements, but only with respect to Services provided by Loop Agency hereunder through such Publisher Agreements.

7.2 Indemnification by Loop Agency: Loop Agency shall defend, indemnify and hold harmless Advertiser, its Affiliated Companies and their respective officers, directors, employees and agents against any and all losses, damages, liabilities, claims, costs and expenses, including reasonable attorneys’ fees, arising directly out of or in connection with any breach of Loop Agency’ representations, warranties or obligations set forth in the Agreement. 

7.3 Procedure: If any action is brought against either Party (the “Indemnified Party”) in respect to any allegation for which indemnity may be sought from the other Party hereunder (“Indemnifying Party”), the Indemnified Party will promptly notify the Indemnifying Party of any such claim of which it becomes aware, except that failure to provide such notice shall not excuse the Indemnifying Party’s indemnification obligations under this Section 6 unless such failure materially prejudices the Indemnifying Party. The Indemnified Party shall permit the Indemnifying Party to assume control over the defense of such claim, with counsel chosen by the Indemnifying Party that is reasonably acceptable to the Indemnified Party, provided however, that the Indemnified Party shall control the defense of any such claim that, in the reasonable opinion of such Indemnified Party, could have a material and adverse effect on the business, operations, assets, or prospects of such Indemnified Party, and the reasonable costs and expenses thereof shall be included as part of the indemnification obligations of the Indemnifying Party hereunder. The Indemnifying Party will not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party‘s rights or interests without the prior written consent of the Indemnified Party. 

7.4 Limitation of Liability: In no event shall either Party be liable for any direct, indirect, consequential, incidental or special damage, cost, loss or expense of any nature suffered by either Party in the execution of this Agreement to the maximum extent allowed by the law, including but not limited to, damages arising from loss of use, loss of content loss of profits, or revenue or goodwill, whether such liability is asserted on the basis of contract, tort, or otherwise, even if such party has been advised of the possibility of such damages. Loop Agency’ obligations under this Agreement shall be limited solely to its own actions and responsibilities. Loop Agency shall not be held responsible for the actions, errors, or omissions of its affiliates, third-party publishers, or other third-party providers and entities involved or participating in Loop Agency’ advertising network and/or otherwise provide inventory to Loop Agency. Notwithstanding the foregoing, Loop Agency’ liability for any and all claims arising under this Agreement shall in aggregate not exceed and be limited to the fees and any applicable interest paid or payable under this Agreement in the preceding three (3) months from the date on which the claim(s) arose. 

8. CONFIDENTIALITY 

8.1 Parties agree that any and all information, as present now or in the future, which is or may be a trade secret or of a confidential nature (in whatever media) regarding the operations, products, finance, marketing, customers, administration, maintenance, technology, research and development, future inventions and policies of either Party and its Affiliated Companies, including the existence and contents of this Agreement, and all notes, memoranda, records and writings relating to the Campaign, shall be confidential information (together “Confidential Information”). Both Parties shall treat Confidential Information with the strictest confidence and secrecy and none of the Confidential Information shall be disclosed to any third party or used for purposes other than those of this Agreement.

8.2 The restrictions in sub-clause 1 above do not apply to Confidential Information: 

a) that is, or has, after disclosure to the receiving Party, entered into the public domain otherwise than as a result of a breach of confidentiality of the receiving Party; or
b) that is properly and lawfully in the possession of the receiving Party prior to the time that it was disclosed by or acquired from, and was not acquired in any way directly or indirectly from, the disclosing Party and/or its Affiliated Companies or any of its or their respective directors, officers, employees or advisers (as evidenced by the written records or such person or persons) and provided that such information is not known to be subject to any other duty of confidentiality owed to or by the disclosing Party and/or its Affiliated Companies; or
c) the disclosure of which is required by law or the rules of any applicable regulatory organization provided that, in such case, disclosure shall only be made to the extent reasonably necessary to comply with relevant law or rule and the disclosing Party shall be informed of the requirement such that the disclosing Party may apply for an injunction to prevent its disclosure; or 
d) that the disclosing Party has authorized the receiving Party in writing that the Confidential Information may be made public by the receiving Party. 

8.3 The provisions of this clause 7 shall survive the termination of this Agreement and remain in force for a period of three (3) years after the termination of this Agreement. 

9. DATA PROTECTION 

9.1 Data Processor and Data Controller: When processing “Personal Data”, being any information relating to an End-User processed under this Agreement (as defined in the EU General Data Protection Regulation 2016/679 (“GDPR”)), Parties shall respect the obligations set out in this Agreement, the obligations set out in the applicable laws and regulations and the obligations as set out in the privacy notice of the respective Party. Loop Agency acts solely as data processor (within the meaning of Article 4(8) of the GDPR) and/or as service provider (within the meaning of the California Consumer Privacy Act, as well as in the California Attorney General implementing regulations (collectively “CCPA”)) on behalf of the Advertiser being the data controller (within the meaning of Article 4(7) of the GDPR), meaning the Advertiser determines the purposes and means of the data processing and is ultimately responsible for compliance with all applicable laws and regulations for the protection of the personal data, including data subject’s consent. Said data processing is necessary to provide our services in accordance with the contractual obligations towards the Advertiser and in accordance with the applicable data protection laws. Parties agree that the Personal Data will only be processed as far as is necessary according to the purposes and in order to fulfil the obligations as set out in the Agreement. Parties guarantee that the processing of Personal Data will be based on the basis of one of the legal grounds expressed in Article 6 of the GDPR. If the Advertiser or its sub-contractors take care of the registration of the End-User, resulting in the End-User not being aware of the privacy statement of Loop Agency, or if the End-User is not made aware of the privacy statement of Loop Agency to any action of Advertiser, the Advertiser will inform the End-User of the privacy statement of Loop Agency.

9.2 Compliance with data protection and privacy laws: Loop Agency requires that the Advertiser shall at all times comply with any and all relevant data protection and privacy laws and regulations. Loop Agency requires that – as a condition of the Agreement, if personal data in the sense of the GDPR is concerned, Advertiser and/or Publisher must comply with the GDPR requirements regarding consent; more specifically Advertiser and/or the Publisher must have obtained consent from data subjects for processing their Personal Data. Loop Agency does not accept any liability in this respect. Furthermore, the Advertiser and the Publisher must comply with all applicable laws and regulations regarding data protection and privacy law. 

*For the avoidance of doubt; consent means any freely given, specific, informed and unambiguous indication of the data subjects wishes, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to him, her, or them. 

9.3 Personal Data: For the duration of the Agreement and for the purposes as listed above, Parties may transfer the types of Personal Data with each other as agreed upon between the Parties in writing. The End-Users of the Personal Data transferred between Parties are the visitors of the Websites of Publisher/Advertiser. Parties shall ensure that their privacy statement are in accordance with the GDPR and any other applicable data protection and data privacy laws, and that End-Users are properly informed of the privacy statement of each Party.

9.4 Data: Each Party must ensure that the Personal Data is accurate. Parties shall notify each other with undue delay if they become aware of inaccuracies in Personal Data.

9.5 Security: Each Party shall implement appropriate technical and organizational measures, including a written information security program that complies with applicable laws and regulations, designed to: (1) ensure and protect the security, integrity and confidentiality of the Personal Data and (2) protect against any unauthorized processing, loss, use, disclosure or acquisition of or access to any Personal Data. 

9.6 Data retention: Parties shall not retain or process Personal Data longer than is necessary to carry out the purposes and obligations as set out in the Agreement. Notwithstanding the previous sentence, Parties shall retain Personal Data in accordance with any statutory or professional retention period applicable in their respective countries and/or industry. 

9.7 No processing outside of the EER: Parties shall not process Personal Data outside of the European Economic Area, unless such processing is compliant with GDPR, and any other applicable laws and regulations. 

9.8 Data breaches: Parties shall notify each other as soon as possible of any potential or actual loss of Personal Data and/or any breach of the technical and/or organizational measures taken (“Data Breach”, as further described in Article 32 GDPR), but, in any event, within 24 hours after identifying any potential or actual loss and/or Parties shall provide each other with reasonable assistance as required to facilitate the handling of any Data Breach. 

9.9 Resolutions of disputes and claims related to Personal Data: If an End-User or a Data Protection Authority brings a dispute or claim concerning the processing of Personal Data against a Party or both Parties, Parties shall inform each other about such disputes or claims and will cooperate with each other as far as permitted by the applicable laws and regulations. 

9.10 Each Party indemnifies the other Party for any direct or indirect damages resulting from any breach of its obligations under the Agreement and/or applicable laws and regulations (including, but not limited to the GDPR). 

9.11 Advertiser Compliance: Advertiser hereby agrees to comply with all applicable privacy acts, laws and regulations, including but not limited to the GDPR. Advertiser acknowledges and agrees that as far as Loop Agency is processing the Advertiser data on behalf of Advertiser and that, if, and to the extent, required by applicable data protection legislation, Advertiser will inform third parties of the processing of Advertiser data and ensure that any required third parties have given their consent to such 

9.12 Privacy Policy: Advertiser hereby agrees that the Advertiser website(s) and any other application containing any tracking codes provided by Loop Agency to Advertiser will feature a privacy statement, linked conspicuously from the Advertiser’s home page that (a) discloses Advertiser’s privacy practices including the use of a third party for the serving of its Advertisements, (b) identifies the collection (via cookies and web beacons) and use of information gathered in connection with the Advertisements; (c) provides the customer with instructions as to opting out from such collection; and (d) complies with all applicable privacy acts, laws and regulations 

10. TERM & TERMINATION

10.1 Term: This Agency Services Terms and Conditions will commence on the Effective Date as stipulated in the IO or in the absence thereof upon the Loop Agency’ signature of the IO, and continue in full force and effect until the End Date as stipulated in the IO, or in the absence therefore for a period of twelve (12) months following the Effective Date (“Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew for additional one (1) year terms although either Party may terminate this Agreement for Convenience. 

10.2 Termination for Cause: Each Party may terminate this Agreement with immediate effect by written notice to the other Party where the other Party is in breach of a material term of this Agreement, has been served with a notice to remedy this breach, and has not affected a remedy to this breach within fourteen (14) Calendar Days. 

10.3 Effect of Termination: Termination or expiration of this Agreement for any reason does not waive the Advertiser’s obligation to pay in full all Fees earned and Reimbursable Expenses incurred prior to the date of termination. Upon termination or expiration of this Agreement, the Advertiser shall pay to Loop Agency any outstanding Fees and Reimbursable Expenses, within 10 days of the date of termination The Advertiser shall remain liable for the payment of all outstanding invoices issued prior to the termination date, including any accrued but unpaid fees, costs, or charges incurred under the terms of the Agreement and including any interest or collection fees as stipulate in the Agreement. In no event shall outstanding payments be made to publishers unless and until Loop Agency receives payment from the Advertiser. Upon termination of the Agreement, any license or sublicense granted to the Advertiser or by the Advertiser under the Agreement will terminate, and the licensee/sub-licensee shall immediately destroy or delete all physical and electronic copies of the Confidential Information and cause all links to Loop Agency to be removed. Upon termination of the Agreement, the Advertiser shall remain liable for the payment of all outstanding invoices issued prior to the termination date, including any accrued but unpaid fees, costs, or charges incurred or any interest and collection fees incurred under the terms of this Agreement. 

11. MISCELLANEOUS 

11.1 No Exclusivity: Each Party shall carry out its commitments under this Agreement in a manner that reflects favorably upon the good name and goodwill of the other Party. The Parties agree that the commitments under the Agreement are not exclusive and that either Party may enter into similar agreements with third parties, including either Party’s competitors. 

11.2 Agency, Partnership, and Joint Venture: Nothing in the Agreement shall create a relationship between the Parties of agency, partnership, joint venture, or employment. 

11.3 Force Majeure: Neither Party shall be held responsible or liable for any losses, direct or indirect damages, costs and/or expense arising out of any delay or failure in performance of any part of the Agreement, other than payment obligations, due to any act of God, act of governmental authority, act of the public enemy or due to war, riot, flood, civil commotion, insurrection, pandemic, labor difficulty, severe or adverse weather conditions, lack or shortage of electrical power, failure of performance by any third party hosting service or equipment provided or maintained by others, including general performance of the Internet itself, or any other cause beyond the reasonable control of the Party. The Party affected by Force Majeure shall give the other Party written notice thereof promptly and, in any event, within ten (10) Calendar Days following discovery thereof and takes immediate action to cure such cause. If a Force Majeure prevents a Party from fulfilling its obligations under the Agreement for a continuous period of thirty (30) Calendar Days, either Party may terminate the Agreement with immediate effect by providing written notice to the other Party. 

11.4 Entire Agreement: The Agreement constitutes the entire agreement between the Parties and merges all prior and contemporaneous communications with respect to the agreement between the Parties. 

11.5 Severability/Waiver: If any provision of the Agreement proves to be or becomes invalid or unenforceable under any of the applicable laws, then such provision shall be deemed modified to the extent necessary to render such provision valid and enforceable; if the provision may not be so altered, it shall be severed and the remainder of Agreement shall remain in full force and effect. No waiver of any breach of provision of the Agreement shall constitute a waiver of any other breach or any provision hereof, and no waiver shall be effective unless made in writing signed by an authorized representative of the waiving Party. 

11.6 Rights of third: Nothing in the Agreement confers or purports to confer on a third party any benefit or any right to enforce a term of the Agreement. 

 11.7 Assignment and Subcontracting: No rights or obligations arising under the Agreement may be assigned, transferred, subcontracted, or otherwise disposed of without the prior written consent of the other Party. Any attempt to do so is void. However, the Agreement may be transferred, assigned and/or delegated by either Party without prior written consent (i) to a person or entity who acquires or has acquired all or substantially all of this Party’s assets, stock or business by sale, merger or otherwise and (ii) to an Affiliated Company of this Party. 

11.8 Independent contractor: Advertisers relationship with Loop Agency will be that of an independent contractor and Loop Agency shall be solely responsible for determining the method, details and means of performing the Campaign. 

11.9 All notices, authorizations and requests in connection with the Agreement shall be deemed given on the day they are (i) deposited in the mail, postage prepaid, certified or registered, return receipt as requested; or (ii) sent by air express courier (e.g. DHL) charges prepaid, return receipt requested; and addressed as set forth in the IO under the heading “Notices”, or in the absence thereof at the address of the Party provided therein. Alternatively, regarding the scope of the Campaign or in case of a change of the terms and conditions of the Agreement, notices shall also be deemed given when sent by email with a personalized acknowledgement of receipt. For avoidance of doubt, invoices addressed to Advertiser shall be sent to the address as provided in the IO. Unofficial notices, termination notices and other daily operational notices may be sent electronically via email. 

11.10 Notice in case of dissolution: The Advertiser agrees to notify Loop Agency in writing within ten (10) Business Days of any decision to dissolve, file for bankruptcy, or undertake significant financial restructuring. Loop Agency reserves the right to terminate the Agreement and the applicable IO with immediate effect following the notification. Failure to provide such notice will be considered a material breach of the agreement, resulting in the immediate acceleration of all outstanding payments, making them immediately due and payable in full. Loop Agency is entitled to pursue legal action to recover any outstanding amounts and associated costs due to this breach. 

11.11 Advertiser shall support Loop Agency’ commitment to protect the privacy of the online community by complying with the Loop Agency Privacy Statement.

12. GOVERNING LAW

12.1 If any dispute arises in connection with the performance of the Agreement and cannot be amicably resolved via negotiations, such dispute shall be solely and finally settled as follows. 

12.2 US Residents: Disputes with US residents shall be governed by and be construed exclusively according to the laws of the State of New York, without regard to the conflict of laws provisions thereto. Without derogating from the Loop Agency right to seek injunctive relief in any jurisdiction it may deem proper, both Parties agree that all disputes between the Parties in connection with or arising out of the existence, validity, construction, performance and termination of the Agreement (or any terms thereof), which the Parties are unable to amicably resolve between themselves within thirty (30) Calendar Days, shall be exclusively resolved by the competent court of the State of New York, United States of America. 
EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST LAWFUL EXTENT, ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING RELATING TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS THEY CONTEMPLATE. 

12.3 EU Residents: Disputes with EU residents shall be governed by and construed exclusively according to the laws of the Netherlands, without regard to the conflict of laws provisions thereto. Without derogating from the Loop Agency right to seek injunctive relief in any jurisdiction it may deem proper, both Parties agree that all disputes between the Parties in connection with or arising out of the existence, validity, construction, performance and termination of the Agreement (or any terms thereof), which the Parties are unable to amicably resolve between themselves within thirty (30) Calendar Days, shall be exclusively resolved by the competent court of Amsterdam, the Netherlands. 

12.4 All other Jurisdictions: Disputes with residents outside of the EU or US shall be governed by and construed exclusively according to the laws of the Netherlands, without regard to the conflict of laws provisions thereto. Without derogating from the Loop Agency right to seek injunctive relief in any jurisdiction it may deem proper, both Parties agree that all disputes between the Parties in connection with or arising out of the existence, validity, construction, performance and termination of the Agreement (or any terms thereof), which the Parties are unable to amicably resolve between themselves within thirty (30) Calendar Days, shall be exclusively resolved by the competent court of Amsterdam, the Netherlands. 

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND LOOP AGENCY. BY SIGNING UP TO THE MARKETING SERVICE YOU AGREE THAT YOU HAVE AN UNDERSTANDING OF THE TERMS AND CONDITIONS SET FORTH HEREIN. YOU CANNOT PARTICIPATE IN THE SERVICE UNLESS YOU HAVE ACCEPTED EACH AND EVERY TERM HEREOF. THIS WEBSITE AND SERVICES ARE OPERATED AND OWNED BY YEP ADS B.V.