Terms of Service

Please read these Terms of Service carefully before using the Lumorrow platform or website. By accessing or using any part of our services, you agree to be bound by these terms.

1. Definitions

• "Lumorrow," "we," "our," "us" means Lumorrow Ltd (company number 17237950, registered in England and Wales) and its affiliates.
• "Services" means the Lumorrow ad exchange platform, API endpoints, reporting dashboard, website, and all related tools and documentation.
• "Publisher" means any entity that has an approved account to supply advertising inventory through the Services.
• "Demand Partner" means any entity that has an approved account to purchase advertising inventory through the Services, including DSPs, ad networks, agencies, and trading desks.
• "MSA" or "Master Services Agreement" means the master services agreement governing the advertising services between you and Lumorrow — whether on Lumorrow's standard form or a mutually executed agreement on your own paper — into which Insertion Orders are incorporated.
• "Insertion Order" or "IO" means an order-level document executed or electronically accepted under the MSA that identifies each party's role (Demand or Publisher), pricing, inventory, flight dates, and any KPIs.
• "Bid Request" means the structured data object transmitted by Lumorrow to a Demand Partner describing a specific impression opportunity.
• "Content" means any advertisement, creative, data, or material submitted through or processed by the Services.

2. Acceptance of terms

By accessing the Services, you confirm that: (a) you have read, understood, and agree to these Terms; (b) you have authority to bind the organisation you represent; and (c) your organisation meets the eligibility requirements set out in Section 4. If you do not agree, you must not use the Services.

These Terms govern your use of this website and any access to the Services not covered by a signed Master Services Agreement. Where you have entered into an MSA with Lumorrow, that MSA (together with any Insertion Order executed under it) is the governing contract for the advertising services. In the event of a conflict, the order of precedence is: (1) the MSA and its Insertion Orders; (2) these Terms of Service; (3) any other website policy.

3. Description of services

Lumorrow operates an AI-native programmatic ad exchange. We connect Publishers with Demand Partners through real-time auctions. Our intelligence layer processes bid requests before each auction to optimise floor prices, predict fill, and monitor for invalid traffic — all within the millisecond window of a programmatic transaction.

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time with reasonable notice, except where suspension is required immediately for legal, security, or compliance reasons.

4. Accounts and eligibility

• You must be at least 18 years old and have legal authority to enter into contracts on behalf of your organisation.
• All accounts are subject to Lumorrow's approval process. We may decline or revoke access at our discretion.
• You are responsible for maintaining the security of your account credentials and for all activity that occurs under your account.
• You must notify us immediately at [email protected] if you suspect unauthorised access to your account.
• You may not share, transfer, or resell account access without our prior written consent.

5. Publisher obligations

Publishers using the Services must:

• Accurately represent all inventory, domain names, app names, and traffic sources. Domain spoofing, app spoofing, or misrepresentation of any kind is strictly prohibited.
• Maintain lawful and accurate authorisation signals consistent with IAB standards (including sellers.json entries and SupplyChain objects on all bid requests).
• Obtain and pass valid end-user consent in compliance with applicable privacy law, including the UK GDPR, EU GDPR, PECR, and CCPA/CPRA, where required for interest-based advertising.
• Pass IAB TCF v2.2 consent strings and/or GPP strings correctly on all applicable bid requests.
• Not monetise content that is illegal, harmful, deceptive, or violates Lumorrow's content policies (available on request).
• Not artificially inflate impressions, clicks, or other engagement metrics.
• Promptly implement any technical or compliance changes reasonably required by Lumorrow with not less than 5 business days' notice, except where urgency requires immediate action.

6. Demand partner obligations

Demand Partners using the Services must:

• Only submit bids for campaigns that comply with applicable law and advertising standards, including IAB guidelines and local advertising regulations.
• Not submit misleading, deceptive, or malicious creative. All creative must function as displayed in preview and must not redirect users to harmful destinations.
• Comply with GDPR, ePrivacy, CCPA/CPRA, and all other applicable privacy laws when processing data received via Bid Requests.
• Only use Bid Request data for the purpose of evaluating and responding to the specific bid opportunity. Bid Request data may not be used to build user profiles or retarget users outside of the transaction for which it was received, except as permitted by applicable law and user consent.
• Maintain, and upon request provide evidence of, a valid legal basis for any personal data processing performed on Bid Request signals.
• Not engage in bid shading, bid jamming, or other practices designed to distort auction outcomes in ways not sanctioned by Lumorrow.

7. Acceptable use and prohibited conduct

You may not use the Services to:

• Generate, facilitate, or knowingly accept invalid traffic (IVT), including bot traffic, click farms, ad stacking, pixel stuffing, or domain masking.
• Attempt to reverse-engineer, decompile, or extract proprietary algorithms, models, or data from the platform.
• Probe, scan, or test the platform's security or infrastructure without prior written authorisation.
• Circumvent or interfere with rate limits, access controls, or other technical measures.
• Transmit malware, spyware, or any code designed to harm the platform or its participants.
• Use the Services in any manner that violates applicable law or these Terms.

We use automated systems and third-party invalid traffic detection to monitor for violations. Accounts found in violation may be suspended without notice, pending investigation.

8. Intellectual property

All platform technology, AI models, algorithms, software, interfaces, and associated documentation are the exclusive intellectual property of Lumorrow. Nothing in these Terms grants you any ownership rights in the Services.

You are granted a limited, non-exclusive, non-transferable licence to access and use the Services solely as permitted by these Terms and your MSA (and any IO), for the duration of your account relationship.

You retain ownership of your own Content and data. By submitting Content through the Services, you grant Lumorrow a limited licence to process, transmit, and display that Content as necessary to operate the exchange.

9. Confidentiality

Each party may disclose confidential information to the other in connection with the Services. "Confidential Information" means any non-public technical, commercial, or operational information designated as confidential or that a reasonable person would understand to be confidential.

Each party agrees to: (a) hold the other's Confidential Information in strict confidence; (b) not disclose it to third parties without prior written consent; and (c) use it only for the purpose of exercising rights or performing obligations under these Terms. These obligations do not apply to information that is publicly known, independently developed, or required to be disclosed by law.

Lumorrow's floor-pricing algorithms, auction logic, and intelligence-layer models are considered Confidential Information of Lumorrow regardless of any designation.

10. Payment terms

All commercial terms — including pricing, revenue share rates, currency, invoicing, payment cycles, and minimum thresholds — are governed by your MSA and the applicable Insertion Order. Where those terms apply, they prevail over any general statement on this website. In all cases:

• Disputed amounts must be raised in writing within the period set out in your MSA; undisputed amounts remain payable when due.
• Lumorrow reserves the right to withhold payment for revenue attributable to invalid traffic, policy violations, or fraudulent activity pending investigation.

11. Warranties and disclaimers

Each party warrants that it has the authority to enter into these Terms and will comply with applicable law.

The Services are provided "as is" and "as available." To the maximum extent permitted by law, Lumorrow disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or meet any specific fill rate, eCPM, or revenue target.

12. Limitation of liability

Where you have entered into an MSA with Lumorrow, the limitation of liability set out in that MSA governs your use of the advertising services, and this Section applies only to your use of this website and any access not covered by an MSA. For such website and un-contracted use, to the maximum extent permitted by applicable law, Lumorrow's total aggregate liability to you shall not exceed £100.

In no event shall either party be liable for indirect, incidental, special, consequential, punitive, or exemplary damages, including lost profits, loss of data, or loss of goodwill, even if advised of the possibility of such damages.

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Lumorrow and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the Services in breach of these Terms; (b) your Content; (c) your violation of applicable law; or (d) any claim that your Content infringes a third party's intellectual property or privacy rights.

14. Term and termination

These Terms remain in effect for as long as you hold an account or use the Services. Either party may terminate the account relationship on 30 days' written notice. Lumorrow may suspend or terminate your access immediately if:

• You materially breach these Terms and fail to cure within 10 business days of written notice;
• We detect significant invalid traffic or fraudulent activity associated with your account;
• Continuation would expose Lumorrow to legal, regulatory, or reputational risk;
• Required by applicable law or regulatory directive.

On termination, your licence to use the Services ceases. Sections 8, 9, 10, 12, 13, and 15 survive termination.

15. Governing law and disputes

These Terms are governed by the laws of England and Wales. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

16. General

• Entire agreement: These Terms, together with any MSA and Insertion Order, constitute the entire agreement between you and Lumorrow relating to the Services and supersede all prior discussions and agreements.
• Severability: If any provision of these Terms is found unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any provision does not constitute a waiver of the right to enforce it in the future.
• Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all our assets.
• Force majeure: Neither party is liable for delays or failures caused by circumstances beyond its reasonable control.
• Updates: We may update these Terms from time to time. Material changes will be communicated with at least 30 days' notice. Continued use after the effective date constitutes acceptance.

17. Contact

For questions about these Terms:

Lumorrow Ltd
Company No. 17237950
Suite 3, 2nd Floor 760 Eastern Avenue
Newbury Park, Ilford
United Kingdom, IG2 7HU
[email protected]