General Terms of Service

Article 1 — Introduction & Acceptance

1.1. These General Terms of Service ("Terms") constitute a legally binding agreement ("Agreement") between LumoVibe Media LLC ("Agency," "LumoVibe," "we," "us," or "our"), a limited liability company organized under the laws of the State of Wyoming, USA, and any individual or entity that accesses or uses the Services ("Publisher," "you," or "your").

1.2. By signing an Insertion Order ("IO"), clicking acceptance, creating an account, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety, including all policies incorporated by reference herein.

1.3. These Terms incorporate by reference the following policies, each of which forms a binding part of this Agreement:

• Acceptable Use & IVT Policy
• Payment, Invoicing & Tax Policy
• Service Credit Policy
• Privacy Policy

1.4. If you do not agree to these Terms, you must immediately cease all use of our Services.

Article 2 — Definitions

• "Advertising Account" means an advertising account provided by Agency and used solely via the Platform. All Advertising Accounts are owned and operated exclusively by Agency.
• "Gross Revenue" means gross amounts credited or paid to Agency by a monetization partner (e.g., Google AdSense) attributable to traffic generated under an IO, before adjustments.
• "Cost" means ad spend and associated charges incurred on Advertising Accounts (media spend, fees, taxes, surcharges) as recorded in the Platform and/or underlying platforms.
• "Invalid Traffic (IVT)" means fraudulent, artificial, non-genuine, or policy-violating activity as determined by Agency and/or third parties, including but not limited to bot traffic, click fraud, and artificial impression inflation.
• "Publisher Earnings" means the amount payable to Publisher per IO calculation, net of IVT, Cost (if applicable), offsets, chargebacks, clawbacks, withholdings, and taxes.
• "Credits" / "Top-ups" means prepaid service fees applied to permitted Platform usage and related charges. Credits apply only to the Revenue Share Model (see below).
• "Revenue Share Model" means the compensation model in which Publisher pre-funds advertising spend via Credits and receives a percentage of Gross Revenue as specified in the IO, net of IVT adjustments and offsets.
• "Profit Share Model" means the compensation model in which Agency funds advertising spend directly and Publisher receives a percentage of net profit (Gross Revenue minus Cost minus IVT adjustments) as specified in the IO. Credits/Top-ups do not apply under this model.
• "Platform" means Agency's centralized dashboard and technology systems through which Services are delivered.
• "IO" (Insertion Order) means the executed order form between Agency and Publisher specifying commercial terms, compensation model, and other Publisher-specific details.

Article 3 — Nature of Services; Agency as Principal

3.1. Agency provides digital advertising and traffic monetization services via proprietary technology and managed solutions, including (without limitation): (a) access to Agency-provided Advertising Accounts; (b) Agency-owned landing pages and search feeds; and (c) the Platform. Agency may update or modify the Services at its sole discretion.

3.2. For all advertising transactions, Agency acts as principal — not as agent, trustee, or fiduciary for Publisher. Agency independently manages Advertising Accounts and relationships with monetization partners.

3.3. Agency does not provide financial services, investment advice, or act as a financial intermediary, money transmitter, payment processor, or money services business. All services rendered are advertising and media services.

Article 4 — Advertising Accounts — Ownership & Restrictions

4.1. Agency property. All Advertising Accounts remain the sole property of Agency. Publishers do not have ownership of, or independent access to, any Advertising Accounts.

4.2. Platform-only use. Publisher must use Advertising Accounts exclusively through the Platform for campaigns permitted by Agency.

4.3. No transfer. Publisher may not sell, sublicense, rent, share, or transfer access to Advertising Accounts to any third party.

4.4. Immediate termination for unauthorized use. Any unauthorized or off-platform use constitutes a material breach. Agency may terminate immediately, withhold or forfeit unpaid earnings, and pursue recovery of losses.

4.5. Agency control. Agency maintains sole discretion over all campaign decisions and may monitor, limit, suspend, or terminate access to Advertising Accounts at any time.

Article 5 — Immediate Spend Suspension; Risk Controls

Agency may immediately pause, limit, or suspend campaign spend and/or access to any Advertising Account at any time, with or without notice, if Agency determines (in its sole discretion) that there is suspected IVT, policy risk, fraud risk, chargeback or clawback risk, account integrity risk, abnormal performance, or any other risk to Agency, its partners, or its Advertising Accounts. Publisher acknowledges that spend suspension is a protective measure and does not create any liability for Agency for lost opportunity, lost profits, or expected earnings.

Article 6 — Service Credits (Revenue Share Model Only)

6.1. Credits are prepaid service fees for advertising media services, not deposits. Credits are non-refundable, non-transferable, and have no cash value. They are not a bank deposit, not e-money, not stored value, and not held in custody or escrow for Publisher or any third party.

6.2. No withdrawals. Publisher cannot redeem Credits for cash or request a refund unless required by applicable law and explicitly approved in writing by Agency.

6.3. Use limitation. Credits may only be applied to permitted Platform usage and related charges/costs defined in the IO/Platform. Publisher cannot transfer Credits to other publishers or accounts.

6.4. Complete terms governing Credits are set forth in our Service Credit Policy, which is incorporated by reference into this Agreement.

Article 7 — Reporting; Dashboard as Source of Truth

All reporting data provided by Agency is conclusive and binding for settlement purposes. Any dispute regarding reporting data must be submitted with substantiated documentation within five (5) business days after report availability; otherwise, the report is deemed accepted by Publisher.

Article 8 — Payment Terms

8.1. Pay-if-paid (condition precedent). Payment to Publisher is strictly contingent upon Agency's actual receipt and clearance of funds from the monetization partner (e.g., Google AdSense). Agency has no obligation to advance funds or make any payment before such receipt. This is a true pay-if-paid condition precedent, not merely a timing mechanism.

8.2. Deductions & adjustments. Publisher Earnings are calculated net of IVT and any deductions, adjustments, clawbacks, reversals, penalties, fees, taxes, or other charges imposed by any partner/platform attributable to Publisher activity, including retroactively.

8.3. Final determination. Agency's determinations regarding IVT, compliance, and adjustments are final and binding for settlement purposes, provided that Publisher may submit a written dispute with supporting documentation within five (5) business days of notification. Agency will review in good faith and provide a written response within ten (10) business days. Agency's response after review shall be final.

8.4. Evidence and transparency. Agency is not required to disclose proprietary methodologies, partner trade secrets, or raw third-party logs. However, Agency will provide Publisher with: (i) the category of adjustment (e.g., IVT, clawback, policy violation); (ii) the affected time period; and (iii) the monetary amount of the adjustment. Agency may provide additional detail at its discretion.

8.5. Withholding / set-off. Agency may withhold, delay, offset, or net amounts due against any amounts owed by Publisher to Agency (including IVT, clawbacks, platform penalties, chargebacks, unpaid costs, or damages).

8.6. Minimum threshold. USD $100 unless IO states otherwise.

8.7. Complete payment, invoicing, and tax terms are set forth in our Payment, Invoicing & Tax Policy.

Article 9 — No Guarantee of Performance

9.1. Revenue share is based on actual performance; no returns are guaranteed. Past performance does not predict future results.

9.2. Agency makes no representations or warranties, express or implied, regarding the amount of revenue, traffic volume, or campaign performance that any Publisher may achieve.

9.3. Advertising revenue is inherently variable and depends on factors outside of Agency's control, including but not limited to market conditions, advertiser demand, platform policy changes, and traffic quality.

Article 10 — Invalid Traffic (IVT) & Clawback Provisions

10.1. Agency employs industry-standard methods to detect and filter IVT. Revenue attributed to IVT will be deducted from Publisher Earnings prior to settlement.

10.2. Publisher shall reimburse Agency for 100% of any clawbacks, reversals, chargebacks, penalties, or revenue recoveries demanded by monetization partners attributable to Publisher activity, including amounts previously paid to Publisher. Clawback amounts shall not exceed the actual amounts demanded or recovered by the monetization partner. Agency may net, set-off, or invoice Publisher for any shortfall.

10.3. Publishers who generate excessive IVT may be subject to account suspension, reduced revenue share, or termination at Agency's sole discretion.

10.4. Complete IVT and acceptable use terms are set forth in our Acceptable Use & IVT Policy.

Article 11 — Negative Balance; Repayment

11.1. If any deductions, clawbacks, reversals, penalties, fees, taxes, or other offsets attributable to Publisher exceed the unpaid amounts otherwise due to Publisher, the Publisher account may reflect a negative balance ("Negative Balance").

11.2. Publisher agrees to repay any Negative Balance in full within fourteen (14) calendar days of notice from Agency (including notice via email or Platform notification). For Negative Balances exceeding USD $10,000, Agency may, at its sole discretion, agree to a reasonable repayment plan not to exceed ninety (90) days.

11.3. If Publisher fails to repay by the deadline, Agency may (i) set-off the Negative Balance against any future amounts payable, (ii) suspend or terminate access to the Services, and/or (iii) pursue collection and recovery of costs (including reasonable attorneys' fees and expenses) permitted by applicable law.

Article 12 — Publisher Obligations

12.1. Publisher shall comply with all applicable laws, regulations, and industry standards relevant to digital advertising.

12.2. Publisher shall complete all required Know Your Customer (KYC) verification procedures and provide accurate, up-to-date information as requested by Agency.

12.3. Publisher shall not engage in any activity that generates invalid traffic, including but not limited to the use of bots, click farms, or traffic manipulation schemes.

12.4. Publisher shall not misrepresent the nature of their traffic sources, website content, or business operations.

12.5. Publisher shall promptly notify Agency of any changes to their traffic sources, website content, or business operations that may affect campaign performance or compliance.

Article 13 — Termination

13.1. Termination for cause (immediate). Agency may suspend or terminate access immediately, without prior notice, for: (a) suspected fraud or willful IVT; (b) unauthorized use or sharing of Advertising Accounts; (c) breach of Articles 4, 6, or the Acceptable Use Policy; (d) sanctions or AML concerns; or (e) imminent risk to Agency's accounts or business relationships.

13.2. Termination for convenience. Either party may terminate this Agreement upon thirty (30) days' written notice. Agency may terminate for convenience at any time with fifteen (15) days' notice.

13.3. Effect of termination. Upon termination: (i) Publisher must immediately cease all use of Advertising Accounts and Platform; (ii) Agency will calculate final settlement within sixty (60) days after all partner payments are received and any hold/review periods have elapsed; (iii) amounts owed by Publisher (including Negative Balances) remain due and payable.

13.4. Credit forfeiture. Upon termination for cause under Article 13.1, any remaining Credits are forfeited. Upon termination for convenience, remaining Credits may be applied to outstanding balances owed by Publisher.

13.5. Survival. Articles 2, 8, 10, 11, 15, 16, 17, 18, 20, 21, and 22 survive termination of this Agreement.

Article 14 — Independent Contractor Relationship

14.1. Publisher and Agency are independent contractors. Nothing in these Terms or any IO creates a partnership, joint venture, fiduciary relationship, employment relationship, or agency relationship between the parties.

14.2. Publisher has no authority to bind Agency, incur obligations on Agency's behalf, or represent that it has such authority. Publisher is solely responsible for its personnel, taxes, permits, licenses, and compliance obligations arising from its business operations.

Article 15 — Limitation of Liability

15.1. EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2. LIABILITY CAP. AGENCY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF: (a) THE TOTAL AMOUNTS ACTUALLY PAID BY AGENCY TO PUBLISHER DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (b) USD $50,000.

15.3. Carve-outs. The limitations in this Article do not apply to: (a) Publisher's indemnification obligations under Article 16; (b) Publisher's obligation to repay Negative Balances and clawbacks; (c) breach of Article 4 (Advertising Accounts); or (d) fraud or willful misconduct by either party.

Article 16 — Indemnification

Publisher shall indemnify, defend, and hold harmless Agency and its officers, directors, members, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Publisher's breach of this Agreement or any IO; (b) Publisher's violation of applicable laws, regulations, or platform policies; (c) IVT or fraudulent activity attributable to Publisher; (d) any third-party claims related to Publisher's traffic, content, or business operations; or (e) Publisher's misuse of Advertising Accounts.

Article 17 — Confidentiality

17.1. Each party agrees to keep confidential all non-public information received from the other party in connection with this Agreement, including but not limited to: financial terms, revenue share rates, earnings data, platform credentials, business strategies, and partner relationships ("Confidential Information").

17.2. Neither party shall disclose Confidential Information to third parties without prior written consent, except as required by law, regulation, or legal process, or to professional advisors bound by confidentiality obligations.

17.3. This obligation survives termination for three (3) years.

Article 18 — Intellectual Property

18.1. Agency retains all right, title, and interest in and to the Platform, dashboard, technology, Advertising Accounts, landing pages, search feeds, and all related intellectual property.

18.2. Subject to Publisher's compliance with this Agreement, Agency grants Publisher a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for the purposes contemplated by the applicable IO.

18.3. Publisher shall not reverse engineer, decompile, copy, modify, or create derivative works based on the Platform or any Agency technology.

Article 19 — Force Majeure

Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, government orders, war, terrorism, platform or partner policy changes, platform suspensions or terminations not caused by the affected party, internet or telecommunications failures, cyberattacks, or regulatory changes. The affected party must notify the other party promptly and use commercially reasonable efforts to mitigate the impact.

Article 20 — Dispute Resolution & Arbitration

20.1. Informal resolution. Before initiating any formal proceeding, the disputing party must send written notice to the other party describing the dispute. The parties will attempt to resolve the dispute informally for thirty (30) days.

20.2. Binding arbitration. Any dispute not resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall be conducted in Sheridan, Wyoming (or remotely if mutually agreed). The arbitrator's award shall be final and enforceable in any court of competent jurisdiction.

20.3. CLASS ACTION WAIVER. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

20.4. Attorneys' fees. The prevailing party in any dispute shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing party.

Article 21 — Governing Law & Venue

21.1. This Agreement is governed by the laws of the State of Wyoming, USA, without regard to its conflict of law provisions.

21.2. Subject to Article 20 (Arbitration), the parties consent to exclusive venue in state or federal courts located in the State of Wyoming for any proceedings not subject to arbitration.

Article 22 — General Provisions

22.1. Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect.

22.2. Entire agreement. These Terms, together with any IO and the policies referenced herein, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings.

22.3. Waiver. Failure by either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.

22.4. Assignment. Publisher may not assign or transfer this Agreement or any rights hereunder without Agency's prior written consent. Agency may assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets without Publisher consent.

22.5. Notices. All formal notices must be sent to the email addresses specified in the IO or these Terms. Notice is deemed received upon confirmed delivery. Platform notifications constitute valid notice for operational matters.

22.6. Amendments. Agency may amend these Terms by posting updated Terms at this URL and providing fifteen (15) days' notice via email or Platform notification. Continued use of the Services after the notice period constitutes acceptance of the revised Terms.