Advertiser Agreement
Effective Date: 01.01.2025
This Advertiser Agreement ("Agreement") constitutes a legally binding contract between Looked LLC ("Platform," "we," "us") and the advertising party ("Advertiser," "you") governing the placement and management of advertisements across our social-business platform, including but not limited to display ads, sponsored content, native advertising, and performance marketing solutions. By accessing our advertising services, you acknowledge that you have read, understood, and agreed to be bound by all terms herein, which incorporate by reference our Terms of Service, Privacy Policy, and Community Guidelines. Capitalized terms not defined herein shall have the meanings ascribed to them in our Terms of Service.1. Eligibility and Authorization
Advertiser represents and warrants that it possesses full legal authority to enter into this Agreement and conduct advertising activities on behalf of the business entity or client for whom it purports to act. If entering this Agreement on behalf of a client, Advertiser guarantees it has obtained all necessary permissions and agency rights to legally bind such client to these terms. Advertiser further certifies that it maintains all required business licenses, professional certifications, and regulatory approvals necessary to advertise its products or services in all jurisdictions where ads will be displayed. We reserve the right to request documentation verifying Advertiser's authority and business credentials at any time, and may suspend advertising privileges pending satisfactory verification.
2. Comprehensive Advertiser Obligations
Advertiser shall bear sole responsibility for ensuring all advertising content ("Ads") complies with: (i) all applicable local, state, national, and international laws and regulations including but not limited to truth-in-advertising standards, data protection laws, and industry-specific advertising restrictions; (ii) our published Advertising Policies which are incorporated herein by reference and may be updated periodically; and (iii) all technical specifications provided by the Platform. Ads must not contain false, misleading, or deceptive claims, infringe any third-party intellectual property rights, or promote illegal products/services. Advertiser warrants that all Ads are free from malware, spyware, viruses, or any other malicious code, and that all landing pages linked from Ads comply with these same standards. Advertiser shall maintain complete documentation to substantiate all claims made in Ads and shall provide such documentation to Platform within 24 hours of any request.
3. Advertising Review and Moderation
All Ads are subject to Platform's pre-publication review and approval process. We reserve the absolute right, in our sole discretion, to reject, remove, or require modifications to any Ad for any reason, including but not limited to content that violates our policies, fails to meet technical specifications, or could negatively impact user experience. Platform employs both automated systems and human review to evaluate Ads, and approval does not constitute an endorsement of the advertised products/services. Even after approval, we may subsequently remove Ads if we determine they violate this Agreement or become inappropriate due to changed circumstances. Advertiser acknowledges that ad placement opportunities are subject to availability and that Platform makes no guarantees regarding impression volume, positioning, or timing, notwithstanding any forecasts or estimates that may be provided.
4. Payment Terms and Billing Procedures
Advertiser agrees to pay all fees associated with advertising campaigns in the currency specified at the time of campaign setup, pursuant to the payment terms displayed in the advertising dashboard or as otherwise agreed in writing. All charges are calculated based on our measurements and analytics, which shall be deemed conclusive absent manifest error. Payments are due immediately upon invoice for prepaid campaigns, or according to the net payment terms for approved credit accounts. Platform reserves the right to suspend advertising services immediately upon any late payment and to charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law. All fees are non-refundable except where expressly guaranteed in writing by an authorized Platform representative. Advertiser is solely responsible for all taxes, duties, and similar assessments associated with its advertising activities, excluding taxes based on Platform's net income.
5. Data Usage and Privacy Compliance
Advertiser's use of Platform user data, whether collected through advertising campaigns or otherwise obtained, shall strictly comply with all applicable data protection laws including but not limited to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and other global privacy frameworks. Advertiser shall not attempt to re-identify anonymized data or combine Platform data with other datasets to identify individual users without explicit opt-in consent. Platform provides targeting capabilities using first-party data, and Advertiser warrants that any third-party data used for targeting was collected in full compliance with relevant privacy laws. Advertiser shall implement appropriate technical and organizational measures to protect any user data to which it gains access, and shall immediately notify Platform of any data breaches involving Platform user information.
6. Performance Metrics and Reporting
Platform will provide Advertiser with standard performance reports containing metrics such as impressions, clicks, conversions, and other relevant key performance indicators. These reports are provided for informational purposes only, and Platform makes no representations or warranties regarding their accuracy or completeness. Advertiser acknowledges that certain metrics may be estimated or modeled, particularly for view-through conversions and cross-device attribution. Platform employs sophisticated fraud detection systems, but does not guarantee that all invalid activity will be identified or removed from reporting. Any discrepancies in reporting must be brought to Platform's attention within 14 days of report issuance, after which the data shall be deemed accepted by Advertiser.
7. Intellectual Property Rights
Advertiser retains ownership of all creative materials provided for Ads, but grants Platform a worldwide, royalty-free, sublicensable license to use, reproduce, distribute, modify, and publicly display such materials in connection with operating and improving the advertising services. Platform's name, logos, and all related trademarks may not be used by Advertiser in any manner without prior written approval. Advertiser warrants that all advertising materials provided do not infringe any third-party intellectual property rights and that it has obtained all necessary clearances for content featuring people, products, or copyrighted material owned by others.
8. Termination and Suspension Rights
Either party may terminate this Agreement at any time with written notice, provided that Advertiser remains responsible for all charges incurred prior to termination. Platform may immediately suspend or terminate Advertiser's account and remove all Ads without notice if we determine, in our sole discretion, that Advertiser has violated this Agreement or poses risks to our users, platform, or business interests. Platform reserves the right to cancel any advertising campaign at any time for any reason, in which case Advertiser will only be charged for valid advertising delivered prior to cancellation. Upon termination, all licenses granted hereunder shall immediately cease, and Advertiser must promptly remove all tracking pixels and other Platform-provided technology from its systems.
9. Indemnification and Liability Provisions
Advertiser shall defend, indemnify, and hold harmless Platform, its affiliates, officers, directors, employees, and agents from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Advertiser's breach of this Agreement; (ii) the content or subject matter of any Ad; (iii) claims that Ads infringe third-party rights; (iv) Advertiser's products/services; or (v) Advertiser's use of user data. Platform's total aggregate liability to Advertiser under this Agreement shall not exceed the total amount paid by Advertiser to Platform in the three (3) months preceding the event giving rise to liability. In no event shall Platform be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits or business opportunities, even if advised of the possibility of such damages. These limitations apply regardless of the legal theory asserted and survive termination of this Agreement.
10. Advertising Policies and Community Standards
Advertiser shall comply with Platform's comprehensive Advertising Policies, which prohibit certain categories of products/services and establish standards for appropriate ad content. These policies address but are not limited to: restrictions on adult content, alcohol, pharmaceuticals, financial services, and political advertising; requirements for clear disclosure of material terms in offers; prohibitions against misleading claims or deceptive practices; and standards for responsible data usage. Platform may update these policies periodically to reflect changes in legal requirements, industry standards, or business practices, and Advertiser is responsible for reviewing the current version before submitting each Ad. Platform reserves the right to reject Ads that, in our judgment, could damage our brand reputation or user trust, even if the content does not explicitly violate published policies.
11. Dispute Resolution and Governing Law
This Agreement shall be governed by and construed in accordance with the laws of New Jersey, without regard to its conflict of law provisions. Any dispute arising under this Agreement shall be resolved through confidential, binding arbitration before a single arbitrator in New Jersey in accordance with the commercial arbitration rules then in effect. The arbitrator's award shall be final and binding, and judgment may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive relief in court to prevent irreparable harm or enforce intellectual property rights. Advertiser agrees that any claims must be brought individually and not as part of any class or representative action.
12. General Provisions
This Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior agreements. Platform may modify this Agreement at any time by posting an updated version, with continued use of advertising services constituting acceptance. If any provision is held invalid, the remainder shall remain in full force. Advertiser may not assign this Agreement without Platform's prior written consent. Platform may assign this Agreement without restriction. Notices shall be in writing and deemed given when delivered to the contact information provided during account registration. The parties are independent contractors, and nothing herein creates an agency, partnership, or joint venture.
13. Contact Information
- Platform: Looked
- Email: info@looked.com
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