Lutkan B.V. – Terms of Service (NeuBids & NeuPubs)

Effective Date: April 21, 2025 (supersedes any prior terms).

Overview: These Terms of Service (the “Terms”) govern the use of Lutkan B.V.’s advertising and monetization services, including the NeuBids media buying platform for advertisers and the NeuPubs publisher monetization platform (collectively, the “Services”). By registering for or using NeuBids or NeuPubs, you (the “User”) agree to be bound by these Terms. If you are using the Services on behalf of a company or other entity, you represent that you have authority to bind that entity to these Terms. Lutkan B.V. (“Lutkan” or “we”) may update or modify these Terms from time to time, and continued use of the Services after any update constitutes acceptance of the revised Terms​.

1. Definitions

For the purposes of these Terms, the following definitions apply:

• Advertiser: A User of NeuBids who purchases online advertising inventory through the platform.
• Publisher: A User of NeuPubs who monetizes their digital property (website, app, etc.) by displaying advertising through the platform.
• Campaign: An advertising campaign set up by an Advertiser via NeuBids, including associated budget, targeting, and creative materials.
• Invalid Traffic (IVT): Any impressions, clicks, or other interactions generated through fraudulent, automated, or otherwise non-human means, or traffic that is illegitimate, including bot traffic, spam, incentivized or misrepresented user activity, as determined by Lutkan in its sole discretion​.
• Services: Collectively, the NeuBids and NeuPubs platforms and any related services, features, or tools provided by Lutkan.
• Account: The online account registered with Lutkan for access to NeuBids or NeuPubs. Each Advertiser or Publisher will maintain a separate Account.
• Minimum Deposit: The minimum amount of funds an Advertiser must deposit to NeuBids (set at EUR 50).
• Minimum Payout Threshold: The minimum earnings amount a Publisher must accrue to receive a payout (set at EUR 20).
• Net-30: The payment schedule whereby funds are paid within thirty (30) days after the end of the month in which they are earned​.

Other capitalized terms may be defined elsewhere in the text of these Terms.

2. Eligibility and Account Registration

1. Eligible Regions (Advertisers): NeuBids is available only to Advertisers located in Europe. By using NeuBids, you represent that your business is legally domiciled in a country within Europe (EU/EEA, UK, or Switzerland). Use of NeuBids from other jurisdictions is prohibited. Lutkan reserves the right to verify your location and reject or terminate Accounts that do not meet this requirement.
2. Account Setup: To use the Services, you must create an Account and provide accurate, complete information, including contact details, billing information, and (if a Publisher) payout information. You are responsible for maintaining the confidentiality of your login credentials and all activity under your Account. You must promptly update your Account information if it changes.
3. Age and Authority: You must be at least 18 years old (or the age of majority in your jurisdiction) to use the Services. If you are registering on behalf of a company or entity, you must have the legal authority to bind that entity to these Terms.
4. Compliance with Laws: You agree to use the Services in compliance with all applicable laws and regulations. This includes, without limitation, advertising laws, consumer protection laws, data privacy laws (e.g., GDPR), and any industry guidelines or self-regulatory standards applicable to digital advertising.

3. NeuBids (Advertiser) Terms

This section applies to Advertisers using the NeuBids media buying platform.

3.1 Funding Your Account

• Payment Methods & Currency: Advertisers must fund their NeuBids Account in advance in order to run campaigns. Funds can be uploaded via credit card or bank transfer (wire or SEPA transfer), in Euros (€) only. Lutkan does not currently accept other payment methods or currencies for deposits.
• Minimum Deposit: Each deposit must be at least EUR 50. Lutkan may refuse or return deposits below this minimum. The Minimum Deposit amount may be adjusted by Lutkan from time to time with notice, but will not affect deposits already made.
• Account Balance: Deposited funds will be credited to your Advertiser Account balance and used to pay for advertising campaign spend. No interest will accrue on Account balances, and you agree that Lutkan may hold and manage funds in your Account balance solely for the purpose of prepayment for ad services. All funds transferred to Lutkan become the property of Lutkan upon transfer, to be applied toward advertising services and related costs​.
• Taxes: All fees and deposits are exclusive of taxes. Advertisers are responsible for any sales, use, value-added, or similar taxes (if applicable) on the purchase of advertising. Lutkan may charge applicable taxes or withhold taxes as required by law, and any such amounts will be payable by the Advertiser. Advertisers shall provide any necessary tax documentation (such as VAT identification) upon request.

3.2 Campaign Management and Advertiser Responsibilities

• Campaign Setup: Advertisers are fully responsible for the setup and configuration of their advertising campaigns. This includes selecting the correct targeting options, setting appropriate budgets and bid amounts, uploading proper ad creatives, and complying with any technical specifications. Any errors in campaign settings (e.g., an inadvertently high budget or incorrect targeting) or unintended spend resulting from those errors are the sole responsibility of the Advertiser. Lutkan will not be liable for spend that occurs due to misconfiguration or user error on the part of the Advertiser.
• Budget Management: NeuBids may allow you to set daily or total campaign budgets for your ads. Lutkan will use commercially reasonable efforts to honor specified budget limits; however, Advertisers remain responsible for all spend incurred by their campaigns, including any spend in excess of set budgets​. For example, slight over-delivery may occur due to latency or auction dynamics, and the Advertiser will be charged for such overage. It is the Advertiser’s duty to monitor campaigns and pause or adjust them if the spend is exceeding expectations.
• Account Security: Advertiser is responsible for all activity conducted through its Account. Any instructions or changes submitted through your login will be deemed authorized. Notify Lutkan immediately of any unauthorized access or suspected security breach. Lutkan is not liable for any loss or spend resulting from compromised credentials if not promptly reported.
• Compliance and Content Standards: Advertiser is responsible for the content of all ads and any URL or landing page to which ads direct users. All advertising content must adhere to these Terms and Lutkan’s content policies (if provided), and must not violate any law or rights of any third party. See Section 3.4 (Prohibited Content and Uses) for further details on restricted content.

3.3 Campaign Suspension and Invalid Traffic Policy (Advertisers)

• Monitoring of Traffic Quality: Lutkan actively monitors campaigns for Invalid Traffic (IVT), such as bot clicks, fraudulent impressions, or other artificial traffic. If a NeuBids campaign is observed to be receiving a significant amount of IVT, Lutkan may temporarily suspend or throttle the campaign in order to protect Advertiser interests and maintain network quality. Advertisers will be notified if such a suspension occurs, and Lutkan will investigate the issue.
• No Charge for Invalid Traffic: Advertisers will not be charged for impressions or clicks identified as invalid or fraudulent. Lutkan will use its detection tools and judgment to filter out IVT, and will credit or refrain from billing any campaign activity deemed non-human or illegitimate​. In the event that an Advertiser’s prepaid funds were spent on invalid traffic before detection, Lutkan will credit the value of that traffic back to the Advertiser’s Account balance or refund it, as appropriate.
• Dispute Resolution for Traffic Quality: If an Advertiser disputes a charge or deduction related to invalid traffic (for example, if the Advertiser believes certain traffic was invalid), the Advertiser must notify Lutkan in writing (via support email) within 30 days of the charge. Lutkan will in good faith investigate the dispute and provide a determination. Both parties agree to cooperate in investigating IVT disputes. However, Lutkan’s determination of traffic validity is final and binding, based on its industry experience and data. This policy is in place to ensure consistency and prevent exploitation of the platform’s fraud protections.
• Other Suspension Grounds: In addition to IVT, Lutkan may suspend or limit a campaign if it is causing technical issues, violating content policies, or otherwise posing risk to the platform or third parties. Lutkan will notify the Advertiser of the suspension and the reason. Suspensions for policy violations are further addressed in Section 3.4 below.

3.4 Prohibited Content and Uses (Advertisers)

• Illegal or Harmful Content: Advertisers may not use NeuBids to distribute any ads or content that is illegal, promotes illegal activity, or is otherwise harmful or offensive. Prohibited content includes, but is not limited to: content that is defamatory; obscene or pornographic material; hate speech or content that incites violence or discrimination; scams or phishing; malware or spyware; and any content that violates intellectual property rights of others.
• Deceptive Practices: Ads must not be deceptive or fraudulent. This means no false or misleading claims in ad copy, no bait-and-switch offers, and no attempt to trick users (for example, ads mimicking system warnings or using fake buttons). Advertiser’s landing pages must not engage in fraud or illicit gathering of user data.
• Restricted Products/Services: Advertisers must adhere to all applicable regulations regarding restricted products. For example, advertising for alcohol, tobacco, gambling, adult services, financial services, health/pharmaceuticals, or political content may be subject to additional legal requirements or may be disallowed entirely by Lutkan’s policies. Advertisers are responsible for ensuring they meet all legal requirements to advertise such products and must comply with any platform-specific restrictions provided by Lutkan.
• No Circumvention: Advertisers shall not attempt to circumvent any security measures or content filters of the platform. You may not run a campaign for the purpose of spreading malware, generating fraudulent traffic, or any use that could undermine the integrity of the Services.
• Enforcement and Penalties: Lutkan reserves the right to suspend or terminate any advertising campaign or Advertiser Account that violates the above content restrictions or any other provision of these Terms. If a violation is found, Lutkan may remove the offending ads and notify the Advertiser. In cases of serious or repeated violations, Lutkan may deactivate the Advertiser’s Account entirely. If an Advertiser is suspended for prohibited content, any remaining unused balance in their Account will be refunded to the original payment method, provided the Advertiser is not suspected of illegal conduct requiring funds to be withheld for legal reasons. Lutkan will not be obligated to refund amounts already spent on violating content or activity.

3.5 Refunds of Unused Funds (Advertisers)

• Campaign Pause or Stop: If an Advertiser pauses or stops a campaign (or if Lutkan suspends a campaign upon the Advertiser’s request or for convenience), the Advertiser may request a refund of any unused funds remaining in their Account that were specifically prepaid for that campaign. “Unused funds” means the portion of the Advertiser’s balance not yet spent on delivered advertising impressions or clicks. For example, if you deposited €500 and have spent €300 on campaigns, the unused portion is €200.
• Account Cancellation: Similarly, if an Advertiser chooses to cancel their NeuBids Account entirely or terminate their use of the Service, they may request a refund of their total remaining Account balance, after settling any outstanding campaign costs.
• Refund Request Process: To initiate a refund of unused funds, the Advertiser must send a written request to Lutkan’s support (email: [email protected]) specifying the Account details and amount requested. Lutkan may require verification of identity and confirmation that campaigns are indeed paused or terminated. Refunds will generally be issued to the same payment method originally used (e.g., credit card or bank account) and in the original currency (EUR). Please allow a reasonable processing time (typically 10 business days after approval) for refunds to be completed.
• Limitations and Good Faith: Refunds are provided for good-faith unused balances. If an Account is terminated by Lutkan for a serious breach of these Terms (e.g., fraud or illegal activity), Lutkan reserves the right to deny refunds of unused funds as a further remedy for the breach. Otherwise, Lutkan will not unreasonably withhold valid refund requests.
• No Refunds for Used Services: Advertiser acknowledges that funds spent on delivered advertising (completed campaigns or portions thereof) are non-refundable, except in cases of proven invalid traffic or technical error. Once ads have been served and the corresponding spend incurred, those funds are considered earned and are not eligible for refund merely because the campaign did not meet expectations.

4. NeuPubs (Publisher) Terms

This section applies to Publishers using the NeuPubs monetization platform.

4.1 Publisher Obligations and Policy Compliance

• Legitimate Traffic: Publishers must ensure that the traffic on their properties (websites, apps, etc.) is genuine and human. No bots, auto-refresh, or incentivized traffic (where users are rewarded to click ads) is allowed. You may not use any means to artificially inflate impressions or clicks on ads served through NeuPubs. If you use third-party traffic acquisition, you are responsible for its quality.
• Content Standards for Publisher Sites: Just as Advertisers are restricted from promoting certain content, Publishers’ websites or apps that display ads via NeuPubs must also adhere to content guidelines. You must not display Lutkan-served ads on sites or apps containing illegal content, pornography, hate speech, extreme violence, or other material that would violate the standards set forth in Section 3.4 (as applicable). Lutkan reserves the right to review Publisher properties and remove or disable ad delivery to any site that it deems non-compliant or harmful to ad partners.
• Placement and Behavior: Publishers shall not manipulate the placement of ads in a manner that intentionally causes accidental clicks or misleads users. For example, publishers should avoid placing ads too close to navigation links or in interactive content in a confusing way. You also must not modify the ad code provided by Lutkan except as expressly permitted, nor conceal ads (for instance, placing ads in a way that they are invisible to users but still generate impressions).
• Privacy Compliance: If you use NeuPubs, you may be required to display a privacy notice to your end-users and obtain any legally required consents (e.g., for cookies or personalized ads) in compliance with laws like the GDPR. Lutkan expects Publishers to handle user data lawfully and to cooperate in any compliance requirements (for example, implementing a Consent Management Platform if required). Refer to Lutkan’s Privacy Policy and any provided guidelines for details on data usage in ads.

4.2 Payout Terms and Net-30 Payment Cycle

• Revenue Share & Earnings: As a Publisher, you will earn revenue through NeuPubs based on valid impressions or clicks on ads shown on your properties. The exact revenue share or rate may be communicated separately (e.g., in your account or a specific publisher agreement). Lutkan will calculate your earnings for each calendar month based on its measurement of valid activity.
• Net-30 Payments: Payouts to Publishers operate on a Net-30 basis, meaning payments for a given month’s earned revenue are issued within 30 days after the end of that month​. For example, earnings accrued in January would typically be paid by the end of February. Lutkan will usually aggregate earnings on a monthly schedule and initiate payment by the Net-30 deadline, provided the Minimum Payout Threshold is met and other conditions are satisfied.
• Minimum Payout Threshold: Lutkan has a minimum payout requirement of EUR 20. If your accrued earnings for a month are less than EUR 20, payment will be deferred until the month when the cumulative unpaid balance reaches at least EUR 20. At that point, the balance will be paid in the next cycle. Balances under the threshold will carry over to subsequent months and will not be forfeited (except as otherwise provided in these Terms, such as for fraudulent traffic).
• Payment Methods: Payments will be made via the method you select in your Publisher Account settings (e.g., bank transfer, PayPal, etc., subject to availability). You are responsible for providing accurate payout details and keeping them up to date. Lutkan is not responsible for payments sent to an incorrect account due to your error in providing details. Any fees charged by third-party payment processors or intermediary banks (e.g., wire transfer fees) may be deducted from your payout.
• Taxes: Publisher earnings are gross amounts from which any required taxes may be deducted. You are responsible for any taxes on your income from Lutkan. If required by law, Lutkan may withhold taxes from your payment and remit them to the appropriate tax authority. Lutkan will provide you with relevant tax forms or documentation for any withholdings. You must provide Lutkan with any necessary tax identification information (like a VAT number or tax ID) to facilitate compliance.

4.3 Payment Contingencies (Buyer Payment Dependency)

• Contingent on Advertiser Payment: Publisher payouts are contingent on Lutkan actually receiving payment from Advertisers or demand partners for the ads served on Publisher’s properties. Lutkan’s role is as an intermediary selling ad inventory to buyers; hence, if an Advertiser fails to pay for a campaign or delays payment, the corresponding Publisher earnings cannot be paid out until Lutkan receives those funds. In practical terms, this may result in delays or withholding of Publisher payments in cases where Lutkan has not been paid by the buyer(s) whose ads ran on the Publisher’s site.
• Delayed or Withheld Payments: If an Advertiser’s non-payment or late payment affects your earnings, Lutkan will inform you of a delay. Lutkan will make commercially reasonable efforts to collect from the Advertiser. However, Lutkan is not obligated to pay Publisher out of its own pocket for revenue it did not receive. Lutkan reserves the right to cancel the corresponding earnings from the Publisher’s account (i.e., those earnings will not be paid out if they were never actually recovered from the buyer). Lutkan will provide documentation or explanation in such events to the affected Publisher, upon request.
• No Interest / No Guarantee of Demand: Publishers acknowledge that Lutkan does not guarantee ads will always be served or that any minimum revenue will be generated. Earnings depend on advertiser demand and other factors outside Lutkan’s control. There is no assurance of any particular earnings level. The platform is provided to enable monetization, but results will vary.

4.4 Invalid Traffic and Withholding of Earnings

• Detection of Invalid Traffic: Lutkan uses proprietary systems and industry practices to detect Invalid Traffic (IVT) on Publisher inventory. This includes, but is not limited to, automated bots, click farms, or illegitimate user behavior intended to inflate ad metrics. Lutkan will not pay for invalid or fraudulent traffic​. If any portion of Publisher’s traffic is flagged as invalid, Lutkan may adjust the earnings downward to exclude that traffic, or claw back payments if the invalid traffic was detected after payment.
• Non-Payment for IVT: Publishers cannot dispute IVT determinations. By participating in NeuPubs, you agree that Lutkan’s metrics and fraud detection are the deciding factor in whether traffic is valid. If Lutkan determines certain impressions or clicks are invalid, those will be voided and not counted for payment, and you agree not to pursue payment for them. This policy is necessary to maintain a fair ecosystem and align with advertiser protection measures.
• Incentivized/Low-Quality Traffic: Similarly, traffic that, while not strictly “bot” traffic, is of low quality or questionable intent (e.g., users forced or heavily incentivized to click ads, or traffic from sources known for high fraud rates) may be treated as invalid. Lutkan may, in its sole discretion, withhold payment for such traffic or terminate the relationship if such traffic constitutes a significant portion of the Publisher’s activity.
• Fraud and Misconduct: If Lutkan suspects that a Publisher has knowingly engaged in fraudulent activity or violated the traffic quality rules (for example, by running bots, using click loops, or other deceitful practices), Lutkan may immediately suspend the Publisher’s account (see Termination below) and any earnings associated with such fraudulent traffic will be forfeited. Lutkan may also demand reimbursement if fraudulent traffic has already been paid out previously, and may use all legal means to recover such amounts.

4.5 Suspension and Termination (Publishers)

• Violation of Policies: Lutkan may suspend or terminate a Publisher’s NeuPubs account for any violation of these Terms or the applicable policies, including but not limited to: serving ads on prohibited content sites, generating invalid traffic, or other breaches of Section 4.1. Suspension may involve temporarily disabling ad serving on the Publisher’s inventory while an investigation occurs. Termination is account closure. Lutkan will attempt to notify the Publisher of the issue, but reserves the right to suspend immediately in order to protect the network or advertisers.
• Forfeiture of Earnings: In the event of termination due to policy violations or invalid traffic, the Publisher forfeits any unpaid earnings associated with the offending activity. For clarity, if a Publisher is banned for cause, Lutkan is not obligated to pay out the remaining balance, regardless of the amount, and such funds may be retained by Lutkan as liquidated damages and/or to compensate affected advertisers. This is a necessary deterrent against fraudulent behavior and is standard in advertising network agreements.
• Reactivation and Appeals: If you believe your account was suspended or terminated in error, you may contact Lutkan ([email protected] or [email protected]) to appeal the decision. Provide any evidence to support your case. Lutkan will review appeals in good faith, but its decision on the matter is final. There is no guarantee of reactivation. If an account is reinstated after a suspension, any forfeited earnings that were not paid out may, at Lutkan’s discretion, be restored to the account, except those conclusively tied to invalid traffic.
• Publisher Initiated Termination: You are free to stop using NeuPubs at any time. If you wish to close your account, you should notify Lutkan in writing. Upon voluntary termination by a compliant Publisher, Lutkan will pay out any remaining valid earnings above the Minimum Payout Threshold during the next payment cycle, provided we have payment information on file. Any smaller remaining balance under the threshold may be forfeited at Lutkan’s discretion if it is not economically feasible to process (for example, if under €5), or Lutkan may choose to pay it as a courtesy.

5. Pricing, Deductions, and Revenue Share

• For Advertisers (NeuBids)

Advertisers on NeuBids are billed based on their selected bidding strategy, such as cost-per-click (CPC), cost-per-mille (CPM), or cost-per-acquisition (CPA), depending on campaign goals. Final pricing reflects a combination of real-time market dynamics, bid strategies, and system-level optimizations implemented by Lutkan to help improve performance and delivery efficiency. These optimizations may involve adjustments to bid values, pacing, targeting, or inventory selection.

Lutkan may retain a portion of the overall campaign budget to cover technology costs, traffic sourcing, optimization algorithms, and platform services. Specific pricing structures and any retained portions are proprietary and may vary depending on campaign settings and traffic quality.

• For Publishers (NeuPubs)

Revenue earned through NeuPubs is subject to deductions prior to payout. The deduction structure consists of two stages:

1. Technical Fee Deduction:
   A portion of the gross revenue is first deducted to cover technical and operational costs. This includes services such as SSP integrations, invalid traffic (IVT) detection, brand safety, and analytics infrastructure.
2. Revenue Share Split:
   After the technical fees are deducted, the remaining net revenue is split on a 20/80 basis, with 20% retained by Lutkan and 80% paid to the publisher.

The technical fee amount and final publisher payout may vary depending on factors such as traffic quality, demand partner requirements, and ad formats.

6. Indemnification

User Indemnity: Advertisers and Publishers each agree to indemnify, defend, and hold harmless Lutkan, its parent company, affiliates, and their respective directors, officers, employees, and agents (“Lutkan Parties”) from and against any and all claims, liabilities, losses, damages, expenses, and costs (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Services (NeuBids or NeuPubs); (b) your violation of any of these Terms or any applicable law or regulation; (c) for Advertisers: the content of the ads you provide or the products/services you advertise (including any claims that your ads or products infringe or mislead); and (d) for Publishers: your websites/apps and content, including any claims related to content on your site or the context in which ads were displayed, or your violation of privacy or data laws with respect to user information.

In other words, if a third-party (e.g., a user, government agency, or another company) brings a claim against Lutkan due to your actions, content, or negligence, you will cover the cost and damages of that claim. Lutkan will: (i) promptly notify you of any such claim (provided that failure to notify promptly does not waive Lutkan’s rights except to the extent you are materially prejudiced by the delay); (ii) permit you to control the defense and settlement of the claim, provided you do so diligently and with counsel reasonably acceptable to Lutkan; and (iii) cooperate with you (at your expense) in the defense. Lutkan reserves the right to participate in the defense with counsel of its own choosing, at its own expense, and to approve any settlement that imposes any liability or obligation on Lutkan. This indemnification obligation will survive the termination of your relationship with Lutkan.

7. Disclaimers of Warranty; No Guarantee

AS-IS Service: The Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, Lutkan disclaims all warranties, conditions, and representations of any kind, whether express, implied, or statutory, including but not limited to any implied warranties of title, non-infringement, merchantability, fitness for a particular purpose, or that the Services are error-free or will operate without interruption​. Lutkan does not guarantee that the Services will meet your requirements or that any specific results will be achieved (for example, the number of ad impressions, clicks, or conversions, or the amount of revenue to a Publisher).

• No Uptime Guarantee: While Lutkan strives for high availability, it makes no guarantee that the Services will be available 100% of the time. Scheduled maintenance or unforeseen outages may occur. Lutkan will try to provide notice of significant downtime, but is not liable for any losses due to Service unavailability.
• Third-Party Services: If the Services integrate or rely on any third-party services or data (such as external ad exchanges, payment processors, etc.), Lutkan makes no warranty as to those third-party services. Lutkan is not responsible for downtime, inaccuracies, or other issues caused by third parties.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not fully apply to you. In such cases, any implied warranties are limited to the minimum scope and duration permitted by law.

8. Limitation of Liability

Limited Liability: To the fullest extent permitted by law, in no event will Lutkan or the Lutkan Parties be liable to you or any third party for any indirect, incidental, special, consequential, or punitive damages arising out of or related to the Services or these Terms, including but not limited to loss of profits, loss of revenue, loss of goodwill, loss of data, or business interruption, even if Lutkan has been advised of the possibility of such damages​.

Cap on Direct Damages: In no event shall Lutkan’s total cumulative liability to you for any and all claims arising from or related to the Services (whether in contract, tort, negligence, or otherwise) exceed the amount of fees actually paid by you to Lutkan in the six (6) months immediately preceding the event giving rise to the claim​ (for Advertisers, this means the net amount of deposits or fees you paid; for Publishers, this means the earnings actually paid out to you). If you have not paid any amount (for example, if you are a new Publisher who has not yet received a payout), Lutkan’s liability shall be capped at EUR 100.

Clarifications:

• Lutkan shall not be liable for any unintentional overspend on an Advertiser’s campaign or failure to serve a campaign, beyond potentially refunding the overspent amount as per these Terms.
• Lutkan is not liable for any advertising content provided by Advertisers or content on Publishers’ sites, as those are third-party materials outside Lutkan’s control.
• Lutkan is not responsible for malfunctions or errors in the Services caused by hacker attacks, force majeure events (see Section 14), or your misuse of the platform.

This limitation of liability is a fundamental part of the agreement between you and Lutkan and is reflected in the pricing (or lack of fees) for the Services​. You acknowledge that Lutkan would not be able to offer the Services economically without such limitations. If applicable law limits the extent of this section’s limitation, Lutkan’s liability will be limited to the fullest extent permitted by law.

9. Intellectual Property Rights

• Lutkan’s IP: All rights, titles, and interest in and to the Services (including the NeuBids and NeuPubs platforms, websites, software, algorithms, data compilations, and any associated intellectual property) are and will remain the exclusive property of Lutkan B.V. and its licensors. These Terms do not grant you any ownership rights in the Services or Lutkan’s trademarks, logos, or other brand features. You are only granted a limited, revocable license to use the Services in accordance with these Terms for their intended purpose. You will not copy, modify, distribute, reverse engineer, or create derivative works from Lutkan’s software or other intellectual property except as authorized in writing by Lutkan.
• User’s IP: As an Advertiser, you retain ownership of the content and creatives you provide for your ads. As a Publisher, you retain ownership of your websites, apps, and content. However, by using the Services, you grant Lutkan a non-exclusive, worldwide, royalty-free license to use, reproduce, display, and distribute your content as necessary to provide the Services. For example, Advertiser’s ads may be reproduced and placed on publisher sites; Publisher’s site names and logos may be used in dashboards or marketing materials to indicate participation. This license extends to Lutkan’s trusted partners and sub-contractors solely for the purpose of fulfilling the Services.
• Trademarks: Neither party grants the other any rights to use its trademarks or logos, except that Lutkan may identify you as a user of the platform (using your name or logo) for promotional purposes unless you request in writing that Lutkan stop doing so. All Lutkan trademarks, service marks, product names (NeuBids, NeuPubs, etc.), and trade dress are proprietary to Lutkan. You may not use or register any domain name, social media account, or brand name that is confusingly similar to Lutkan’s marks.
• Feedback: If you choose to provide Lutkan with suggestions, ideas, or feedback on the Services (“Feedback”), you acknowledge that Lutkan is free to use and implement such Feedback in its products or services without obligation or compensation to you. Any Feedback you provide is given voluntarily and Lutkan has no duty to keep it confidential.

10. Privacy and Data Protection

Your privacy is important to Lutkan. Please review our Privacy Policy (available on our website) to understand how we collect, use, and disclose personal data. The Privacy Policy is hereby incorporated by reference into these Terms. By using the Services, you also agree to the practices described in the Privacy Policy.

• Advertiser Data: When using NeuBids, you may provide Lutkan with personal data (for example, contact details, billing information) and Lutkan’s systems may collect data related to ad performance (such as user engagement metrics). Lutkan will handle such data in accordance with applicable data protection laws and our Privacy Policy. Advertisers must also comply with data protection laws in their use of any data gained from ad campaigns (for instance, if using remarketing lists or uploading customer data, it must be lawfully obtained and used).
• Publisher Data: By using NeuPubs, Publishers allow Lutkan to collect certain information from their end-users for ad targeting and analytics (such as cookie identifiers, IP addresses, device info, etc., subject to consent requirements). Publishers must disclose this data collection to their users as required by law and obtain any necessary consents (e.g., consent for cookies for personalized ads under EU law). Lutkan will process such end-user data as a data processor/partner under the direction of the Publisher in compliance with relevant privacy regulations. Lutkan and Publisher will work together to fulfill any data subject rights requests or regulatory obligations as needed.
• Data Security: Lutkan implements reasonable security measures to protect data within the Services, but no system is 100% secure. You must also implement appropriate security measures on your end (for example, keeping your account credentials secure). Lutkan shall not be liable for unauthorized access to your data unless caused by our gross negligence or willful misconduct.
• Data Usage: Lutkan may use data derived from the use of the Services to improve its products, for fraud detection, and to compile aggregated statistics (which will not identify you personally). We do not share your personal information with third-party advertisers without consent, though we do share campaign performance data with the respective Advertiser or Publisher involved. For example, a Publisher may see aggregated data about which ads were served, and an Advertiser may see aggregated data about which sites displayed their ads.

If a separate Data Protection Addendum (DPA) is provided by Lutkan for compliance with certain laws (like GDPR), that DPA will further govern the handling of personal data and is incorporated herein by reference if executed by the parties.

11. Term and Termination

• Term: These Terms are effective as of the moment you accept them (by clicking acceptance or by using the Services) and will remain in effect until terminated in accordance with the provisions herein. Each individual Advertiser’s or Publisher’s agreement with Lutkan under these Terms continues until that user’s account is terminated.
• Termination by User: You may terminate this Agreement at any time by closing your Account and ceasing all use of the Services. See Sections 3.5 (for Advertisers) and 4.5 (for Publishers) regarding what happens with any remaining funds or earnings upon termination. Simply removing code or stopping campaigns does not automatically terminate this Agreement; you should notify Lutkan of your intent to terminate and ensure all financial matters are settled.
• Termination or Suspension by Lutkan: Lutkan may terminate this Agreement (and your Account) for convenience by providing at least 10 days’ notice to your registered email (though this is unlikely without cause). Additionally, Lutkan may suspend or terminate immediately for cause if you materially breach these Terms or if your use of the Service poses a security, legal, or business risk to Lutkan or others. Cause for termination includes, as described earlier, illegal conduct, fraud, significant policy violations, or failure to pay amounts due.
• Effect of Termination: Upon termination of your Account, you must immediately stop using the Services and remove all Lutkan ad tags or code from your websites (if you are a Publisher). Advertisers must cease access to the NeuBids dashboard and no further ads will be served. Any licenses granted to you by Lutkan to use the Services or intellectual property end at termination. Sections of these Terms which by their nature should survive termination (such as Indemnification, Limitation of Liability, accrued payment obligations, and others) will survive. Termination of the Terms does not relieve any party from liability for any breach that occurred prior to termination.
• No Future Use: If your Account is terminated for cause, Lutkan reserves the right to reject any future attempt to use the Services or sign up for a new account by you or the entity you represent. We may maintain a record of terminated accounts for this purpose.

12. Modifications to Services

Lutkan reserves the right to modify, update, or discontinue any aspect of the Services at any time. We are continually improving and changing our platforms. For example, we may add or remove features, change algorithms, or discontinue support for a certain ad format. If any such modification will significantly affect your use of the Service, Lutkan will endeavor to provide advance notice (for instance, via email or an announcement in the dashboard). However, there may be instances where immediate changes are necessary for security or legal reasons.

Lutkan shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Services. If you do not agree with a modification, your remedy is to stop using the Services. Continuing to use the Services after changes are implemented signifies your acceptance of those changes.

13. Amendments to Terms

Lutkan may amend or update these Terms of Service from time to time. When we do, we will change the “Effective Date” at the top of the Terms and, if the changes are material. It is your responsibility to review any updated Terms. By continuing to use the Services after a revised version of the Terms has been posted, you agree to the updated Terms. If you do not agree to the changes, you must stop using the Services and may terminate your account as described above.

For clarity, no unilateral amendment by you (the User) will be valid. These Terms can only be modified by Lutkan as stated, or by a written amendment mutually executed between you and an authorized representative of Lutkan.

14. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or in connection with them or the Services shall be governed by and construed in accordance with the laws of The Netherlands, without regard to its conflict of law principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

• Jurisdiction: Any legal proceedings arising under these Terms that are not subject to an alternative dispute resolution mechanism (see below) shall be brought exclusively in the competent courts of The Netherlands. Unless another city is mandated by law, the parties agree to the jurisdiction of the courts in Amsterdam, The Netherlands. Both Lutkan and the User consent to personal jurisdiction in these courts and waive any objections on the grounds of venue or forum non conveniens (inconvenient forum).
• Dispute Resolution Efforts: Before filing any legal claim, the parties agree to first attempt to resolve the dispute informally. The complaining party shall notify the other party in writing of the nature of the dispute and desired outcome. Both parties will then negotiate in good faith to resolve the matter. If the dispute cannot be resolved within 30 days of such notice, either party may pursue formal legal remedies.
• Injunctive Relief: Notwithstanding the above, either party may seek interim or injunctive relief in any competent jurisdiction to prevent immediate and irreparable harm, such as unauthorized use of intellectual property or breach of data security, without first going through the informal dispute resolution process.

15. Customer Support and Contact Information

• Support Hours: Lutkan offers customer support for the Services via email. Our support team is available Monday through Friday, 09:00–17:00 Central European Time (CET) (excluding Dutch public holidays). We strive to respond to support inquiries within one business day, but do not guarantee a specific response. Support requests received outside of business hours will be addressed on the next business day.
• Support Contact: For any technical support or account inquiries, you can contact Lutkan at [email protected]. Please include relevant details about your issue (e.g., your account name, description of the problem, screenshots if helpful) to expedite resolution.
• Legal Contact / Notices: For legal notices or questions regarding these Terms, you may contact Lutkan’s legal department at [email protected]. Official notices to Lutkan (such as breach notices or legal disputes) should be sent via email to that address and followed by a hard copy mailed to Lutkan B.V.’s registered business address (as listed on our website). Lutkan may send legal notices to you via the email address on your account or via registered mail to any address you have provided.
• Language: Customer support is provided in English (and possibly Dutch, if available). These Terms are written in English. If we provide a translation, the English version will prevail in the event of any conflict or ambiguity.

16. Miscellaneous Provisions

• Force Majeure: Lutkan will not be liable for any failure or delay in performance of its obligations (except payment obligations) if such failure or delay is caused by circumstances beyond its reasonable control. This includes, but is not limited to, acts of God, war, terrorism, civil disturbances, labor strikes, internet or telecommunications failures, power outages, epidemics/pandemics, or governmental actions. In an event of force majeure, Lutkan will endeavor to resume performance as soon as practicable and keep you informed, but shall have no liability for the period of interruption.
• Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of these Terms will remain in full force and effect. The parties will, in good faith, attempt to amend any invalid or unenforceable provision to reflect the original intent (to the fullest extent permitted by law).
• No Waiver: The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of future enforcement of that right or provision. A waiver of any term will be effective only if in writing and signed by the party granting the waiver.
• Assignment: You may not assign or transfer any of your rights or obligations under these Terms without the prior written consent of Lutkan. Any attempted assignment without consent will be null and void. Lutkan may freely assign or transfer these Terms (for example, in the event of a merger, acquisition, or internal reorganization) without notice to you. These Terms will be binding upon and inure to the benefit of the parties’ permitted successors and assigns.
• Entire Agreement: These Terms (including any documents incorporated by reference, such as the Privacy Policy and any written addenda or Order Form between you and Lutkan) constitute the entire agreement between you and Lutkan regarding the Services, and supersede all prior or contemporaneous communications, understandings, or agreements (whether oral or written) regarding the subject matter. You acknowledge that you have not relied on any oral or written representation not explicitly stated in these Terms in deciding to enter into this Agreement.
• No Third-Party Beneficiaries: These Terms do not confer any rights or remedies on any third party, except that Lutkan’s affiliates and subsidiaries are intended third-party beneficiaries, where applicable, protected by and entitled to enforce provisions of these Terms.
• Relationship of Parties: Nothing in these Terms shall be construed to create a joint venture, partnership, or agency relationship between you and Lutkan. You and Lutkan are independent contracting parties. You do not have any authority to assume or create any obligation for or on behalf of Lutkan, nor to bind Lutkan in any manner.
• Headings: Section titles and headings in these Terms are for convenience only and have no legal or contractual effect.
• Contact Information: Lutkan B.V. is a company registered in The Netherlands. Our mailing address and further contact details are available on our website. For any questions about these Terms or the Services, please contact us at the email addresses provided in Section 14. We value your feedback and inquiries.

By using Lutkan’s NeuBids and/or NeuPubs Services, you acknowledge that you have read, understood, and agree to these Terms of Service. If you do not agree, you should discontinue use of the Services. Thank you for trusting Lutkan with your advertising and monetization needs. We look forward to a successful partnership under these Terms.