LootHQ Publisher Agreement

"Advertiser" means a third party whose campaigns are made available through the Services.

"Approved Conversion" means a Conversion that LootHQ has validated and marked approved in the Platform.

"Click" means a user's selection of an Offer through a Placement, recorded by LootHQ with a unique click identifier.

"Coins" means the virtual points credited to End Users within a hosted-wall Placement, as described in Section 6.

"Conversion" means a completed action by an End User that satisfies an Offer's defined event, as reported to LootHQ by the Advertiser or its tracking provider.

"End User" means an individual who accesses a Placement through your Property.

"Offer" means an advertising campaign made available through the Services.

"Placement" means a configured integration point (hosted wall, iframe, or Offers API) associated with your account.

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

"Property" means any website, application, or service you own or operate on which a Placement is integrated.

"Publisher Payout" means the amount payable to you for an Approved Conversion, being the Advertiser payout less the LootHQ platform fee then in effect.

"Reversal" means the cancellation of a previously recorded Conversion, as described in Section 5.

2.1 Registration. You must provide accurate, complete registration information and keep it current. You are responsible for all activity under your account and for safeguarding your credentials, API keys, and postback tokens.

2.2 Approval. LootHQ may approve, decline, suspend, or terminate any publisher account or Placement at its discretion, including where traffic quality, content, or audience characteristics are inconsistent with this Agreement.

2.3 Integration. You will integrate Placements in accordance with the technical documentation LootHQ provides. You will not modify, wrap, frame, proxy, reverse engineer, or otherwise alter the presentation or behaviour of a Placement except through configuration options LootHQ makes available.

2.4 Postback endpoints. You are responsible for configuring and maintaining the reward postback URL and the reversal postback URL for each Placement, and for correctly processing the callbacks LootHQ delivers. LootHQ is not responsible for rewards you fail to credit, or fail to revoke, as a result of a misconfigured, unavailable, or incorrectly implemented endpoint.

2.5 Changes to the Services. LootHQ may modify the Services, APIs, macro set, callback format, or documentation. Where a change materially affects an existing integration, LootHQ will use reasonable efforts to provide advance notice.

3.1 Audience age. Placements are intended solely for End Users who are 18 years of age or older. You represent and warrant that:

• (a) your Property is not directed to children and is not a service for which the Children's Online Privacy Protection Act (COPPA), Article 8 of the GDPR, or any comparable law imposes obligations relating to minors;
• (b) you maintain age verification or age-gating measures sufficient to establish that End Users accessing Placements are 18 or older; and
• (c) you will not knowingly permit any person under 18 to access a Placement.

You will notify LootHQ immediately if you become aware that a Placement has been made available to any person under 18. LootHQ may suspend Placements, withhold amounts, and terminate this Agreement immediately for breach of this Section.

3.2 Prohibited traffic. You will not generate, permit, or fail to take reasonable steps to prevent:

• (a) automated, bot, emulator, or non-human traffic;
• (b) traffic originating from proxies or VPNs used to misrepresent geography, where the applicable Offer prohibits it;
• (c) multiple accounts operated by a single individual or household to obtain rewards more than once for the same Offer, where prohibited;
• (d) misrepresentation of an Offer's requirements, reward amount, or terms;
• (e) forced, hidden, auto-clicked, or incentivized-without-disclosure engagement;
• (f) traffic acquired through malware, adware, browser extensions that inject or rewrite affiliate parameters, or unsolicited messaging;
• (g) traffic from Properties containing illegal content, sexually explicit content, hate speech, content promoting violence, or content infringing third-party rights;
• (h) any manipulation of click identifiers, sub-identifiers, postback parameters, or user identifiers.

3.3 Sub-identifiers. You will pass a unique, stable, non-personally-identifying sub-identifier for each End User. You will not pass names, email addresses, government identifiers, payment information, or other directly identifying data in any parameter.

3.4 Monitoring and enforcement. LootHQ may monitor traffic quality and apply fraud controls including per-user conversion caps, velocity limits, geographic and device checks, daily conversion and payout caps per Placement, and manual review holds. LootHQ may suspend serving to any Placement without notice where fraud is suspected.

3.5 Consequences. Where LootHQ determines in good faith that traffic breaches this Section, it may reject or reverse affected Conversions, withhold or offset amounts otherwise payable, suspend or terminate Placements or your account, and, in cases of deliberate fraud, retain amounts held and recover losses.

4.1 Obligation to reward. You will credit End Users promptly and accurately in your own virtual currency upon receiving a reward callback from LootHQ, in accordance with the reward rate (points per coin) you configure for the Placement. LootHQ delivers the reward callback when the corresponding Conversion is marked approved.

4.2 Obligation to revoke. You will revoke previously credited rewards upon receiving a reversal callback. You acknowledge that reversals are delivered to a separate reversal URL and are never delivered as a negative amount on the reward callback.

4.3 Your relationship with End Users. The relationship between you and your End Users, including your own terms of service, reward policies, cashout mechanics, and support obligations, is solely yours. LootHQ has no contractual relationship with your End Users in respect of your virtual currency and does not owe them rewards. You will handle End User support enquiries relating to your currency, and may escalate tracking disputes to LootHQ in accordance with Section 5.5.

4.4 Disclosure. You will clearly disclose to End Users that offers are provided by third parties, that rewards may be reversed if an Offer's requirements are not genuinely met, and that completion of Offers may involve providing information to, or entering into transactions with, third-party Advertisers.

5.1 Validation. A Conversion becomes payable only when marked approved by LootHQ. LootHQ may hold Conversions for review, reject Conversions that fail validation, and apply pending windows before a Conversion is marked approved. On approval, LootHQ credits the Publisher Payout to your balance and delivers the reward callback for the Placement.

5.2 Advertiser-reported reversals. Advertisers may report reversals for reasons including chargebacks, cancelled trials, duplicate or invalid activity, non-genuine engagement, or breach of Offer terms. LootHQ passes such reversals through to your account.

5.3 Netting. Reversals are netted from your balance. Where a Reversal arrives while the Conversion is still pending, the Conversion is rejected, no reward callback is delivered, and no amount is debited from your balance. Where a Reversal arrives after approval, the full Publisher Payout previously credited is debited from your balance, and a reversal callback identifying the Offer is delivered so that you may revoke the corresponding reward from the End User. A negative balance is carried forward and offset against future earnings.

5.4 Absorption. LootHQ may, at its sole discretion and in writing, agree to absorb post-approval reversal losses for a specific Placement or period. Absorption is a concession, is not implied by past practice, and may be withdrawn on notice.

5.5 Disputes. You may dispute a rejected or reversed Conversion by written notice to support@loothq.net within thirty (30) days of the relevant statement. Disputes raised after that period are waived. LootHQ's determination, made in good faith and supported by its records, is final. LootHQ's tracking records are the authoritative record of Clicks, Conversions, and amounts payable.

5.6 Clawback period. LootHQ may adjust or reverse amounts for up to ninety (90) days after payment where a Conversion is later reversed by an Advertiser, determined to be fraudulent, or found to have been paid in error. Adjustments are applied against future payouts or, where no future payouts are expected, invoiced to you.

6.1 Nature of Coins. Coins credited within a hosted-wall Placement are a display, engagement, and leaderboard mechanism operated by LootHQ. Coins have no monetary value, are not currency, are not stored value, are not redeemable or exchangeable for cash or for any reward from LootHQ, and are not transferable between users, accounts, or Placements.

6.2 Rewards. Coins are not exchanged or redeemed by End Users. The End User's reward for an Approved Conversion is your virtual currency, which you credit upon receipt of the reward callback LootHQ delivers at approval, at the reward rate you configure for the Placement. Coins record the same activity within the Placement and confer no separate entitlement. The obligation to reward the End User is yours.

6.3 Pending windows. LootHQ may apply a holding period before a Conversion is marked approved, based on offer category, payout size, and user history, as a fraud control. Coins attributable to a pending Conversion may be displayed as pending.

6.4 Adjustment. LootHQ may cancel, void, or adjust Coins where they were credited in error, in connection with a reversed or rejected Conversion, or in connection with suspected fraud.

7.1 Cycle. Earnings accrue to your account balance as Conversions are approved. LootHQ closes a payout cycle at the end of each calendar month.

7.2 Payment terms. Amounts payable for a closed cycle, net of reversals, adjustments, and holds, are paid within thirty (30) days of cycle close, subject to Sections 7.3–7.6.

7.3 Minimum threshold. No payment is issued where the amount payable is below USD $25.00. Amounts below the threshold roll forward to subsequent cycles.

7.4 Method and details. You are responsible for providing and maintaining accurate payment details. LootHQ supports the payment methods listed in the publisher dashboard. LootHQ is not liable for funds sent to payment details you provided in error.

7.5 Verification holds. LootHQ may hold a payment pending verification where payment details have changed shortly before payment, where fraud indicators are present, where an Advertiser dispute is outstanding, or where required by law. Held payments are released once verification is complete.

7.6 Taxes and fees. All amounts are stated in USD and are exclusive of taxes. You are solely responsible for determining, reporting, and remitting any taxes arising from amounts paid to you, and for any transfer, currency conversion, or intermediary fees charged by your payment provider. You will provide any tax documentation LootHQ reasonably requires.

7.7 Set-off. LootHQ may set off against amounts payable to you any amounts you owe LootHQ under this Agreement, including reversal debits, clawbacks, and amounts arising from breaches of Section 3.

7.8 Dormancy. Where an account has no activity for twelve (12) consecutive months and holds a balance below the minimum threshold, LootHQ may close the account and retain the balance, to the extent permitted by applicable law, after giving thirty (30) days' notice to the email address on file.

8.1 Roles. In respect of End User data processed through the Services, each party acts as an independent controller (or, in the terminology of applicable US state privacy laws, an independent business), determining its own purposes and means. Neither party is the other's processor.

8.2 Your obligations. You will:

• (a) maintain a privacy policy that accurately discloses your use of third-party offerwall services, the categories of data shared, and the purposes;
• (b) obtain all consents and provide all notices required by applicable law — including under the GDPR, UK GDPR, CCPA/CPRA and other US state privacy laws, and PIPEDA — for the collection and transfer of End User data to LootHQ and onward to Advertisers;
• (c) implement and honour a lawful basis for the processing described in the LootHQ Privacy Policy, including the transmission of IP address, device, and user agent data to Advertisers for attribution and fraud prevention;
• (d) honour End User rights requests relating to data you control, and cooperate with LootHQ on requests relating to data LootHQ controls; and
• (e) not transmit special categories of personal data, data of persons under 18, or directly identifying data through any parameter.

8.3 Onward transfer. You acknowledge that Conversion attribution requires LootHQ to transmit certain data to Advertisers and their tracking providers, and that Advertisers act as independent controllers of that data.

8.4 Security. Each party will maintain appropriate technical and organizational measures. You will notify LootHQ without undue delay of any security incident affecting data shared under this Agreement.

8.5 International transfers. LootHQ processes data in the United States and Canada. Where you transfer personal data of individuals in the EEA, UK, or Switzerland, you are responsible for ensuring a valid transfer mechanism is in place, and will execute LootHQ's standard contractual clauses on request.

9.1 LootHQ IP. LootHQ retains all right, title, and interest in the Platform, Services, documentation, software, and LootHQ marks. Nothing in this Agreement grants you any licence except the limited, revocable, non-exclusive, non-transferable right to integrate and display Placements during the term.

9.2 Advertiser content. Offer creatives, descriptions, and marks are the property of Advertisers or their licensors. You may display them solely as delivered through the Services and solely in connection with Placements.

9.3 Publisher IP. You retain all rights in your Property. You grant LootHQ a non-exclusive licence to use your name and logo to identify you as a publisher in customer lists and marketing materials, revocable on written notice to legal@loothq.net.

9.4 Feedback. LootHQ may freely use any feedback or suggestions you provide, without obligation.

Each party will keep confidential the other's non-public information disclosed in connection with this Agreement, including payout rates, platform fees, traffic volumes, technical documentation not published publicly, and commercial terms. Confidentiality obligations survive termination for three (3) years. Neither party will disclose the other's confidential information except to personnel and advisors with a need to know, or as required by law with reasonable prior notice where permitted.

11.1 Term. This Agreement begins on your acceptance and continues until terminated.

11.2 Termination for convenience. Either party may terminate on thirty (30) days' written notice.

11.3 Immediate termination. LootHQ may suspend or terminate immediately, without notice, where it reasonably suspects fraud, breach of Section 3, breach of Section 8, insolvency, or any conduct exposing LootHQ or its Advertisers to legal or reputational risk.

11.4 Effect. On termination you will immediately remove all Placements. Amounts validly accrued and not subject to hold, dispute, or set-off are paid in the next payout cycle after the applicable clawback period, subject to the minimum threshold. LootHQ may withhold amounts attributable to traffic reasonably suspected of breaching Section 3, pending investigation.

11.5 Survival. Sections 5.6, 6.1, 7.6, 7.7, 8, 9, 10, 11.4, 12, 13, and 14 survive termination.

THE SERVICES ARE 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 that the Services will be uninterrupted or error-free, that any level of Offer inventory, fill, conversion rate, or earnings will be achieved, that any particular Offer will remain available, or that Advertisers will report Conversions accurately or on time. LootHQ is not responsible for the conduct of Advertisers, the accuracy of Offer descriptions, or the fulfilment of any Advertiser's obligations to End Users.

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 this Agreement; (b) your Property or its content; (c) your relationship with your End Users, including your virtual currency and reward obligations; (d) traffic breaching Section 3; (e) your failure to obtain required consents or provide required notices under Section 8; or (f) any claim relating to access by a person under 18.

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, EVEN IF ADVISED OF THE POSSIBILITY.

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

13.4 Exclusions. Nothing limits liability for fraud, wilful misconduct, or any liability that cannot be limited under applicable law. Section 13.1 (your indemnity) and your payment obligations are not subject to the cap in Section 13.3.

14.1 Governing law. This Agreement is governed by the laws of the Province of Newfoundland and Labrador and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts of Newfoundland and Labrador. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

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

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

14.4 Amendment. LootHQ may amend this Agreement on thirty (30) days' notice to the email address on file or by notice in the publisher dashboard. Continued use after the effective date constitutes acceptance. Material changes to payment terms will not apply retroactively to amounts already accrued.

14.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

14.6 Severability and waiver. If any provision is unenforceable, the remainder continues in effect. No waiver is effective unless in writing.

14.7 Entire agreement. This Agreement, together with the LootHQ Privacy Policy and any written insertion order or addendum executed by both parties, is the entire agreement and supersedes all prior discussions.

14.8 Notices. Notices to LootHQ: legal@loothq.net. Notices to you: the email address on your account.