Payment Terms

1 Introduction

These Payment Terms ("Payment Terms") govern payments, payouts, revenue settlement, adjustments, payment holds, reconciliation, and related financial matters associated with Novaloom's Services.

These Payment Terms should be read together with:

• Novaloom Terms of Service;
• Novaloom Privacy Policy;
• Novaloom Disclaimer;
• applicable Publisher or Customer Agreement;
• applicable Order Form;
• applicable Partner Agreement; and
• any other written commercial agreement between you and Novaloom.

Where a separate written agreement expressly establishes different payment terms, that agreement will control to the extent of the conflict.

2 Payment Eligibility

To receive payments from Novaloom, you may be required to:

• maintain an active and eligible account;
• provide accurate account information;
• complete identity or business verification where required;
• provide valid payment details;
• provide required tax information;
• comply with applicable laws and regulations;
• comply with Novaloom policies;
• comply with applicable advertising-platform and demand-partner requirements;
• maintain valid ownership or monetization rights over the relevant inventory; and
• satisfy any applicable minimum payment threshold.

Novaloom may delay payment until required information or verification has been completed.

3 Revenue Calculation

Depending on the applicable Service, your payable amount may be calculated using information from:

• Novaloom systems;
• advertising platforms;
• SSPs;
• exchanges;
• demand partners;
• direct advertisers;
• agencies;
• marketplace transactions;
• payment providers; and
• other authorized sources.

Revenue may initially appear as estimated or provisional revenue.

Revenue may subsequently be modified because of:

• third-party reporting updates;
• invalid-activity adjustments;
• fraud investigations;
• advertiser adjustments;
• chargebacks;
• reconciliation differences;
• refunds;
• billing corrections;
• contractual adjustments; or
• other applicable corrections.

The amount ultimately payable may therefore differ from an earlier estimate.

4 Standard Payment Schedule

Net 45

Unless a separate written agreement states otherwise, Novaloom's standard payment term is:

This means that eligible and finalized amounts are generally scheduled for payment 45 days after the applicable payment period or settlement date, subject to:

• payment eligibility;
• account status;
• minimum payment requirements;
• completed verification;
• finalized revenue data;
• reconciliation;
• applicable adjustments;
• payment-provider requirements;
• tax requirements; and
• any applicable payment hold.

Net 45 is a settlement term and does not mean that every revenue amount becomes immediately payable 45 calendar days after an impression, click, conversion, or transaction occurs.

5 Revenue Finalization

Novaloom may distinguish between different revenue states, including:

1. Estimated — an initial calculation or forecast;

2. Observed — information received or measured by Novaloom;

3. Reported — information reported by a third-party platform or demand source;

4. Adjusted — revenue modified following reconciliation, invalid-activity review, corrections, or other adjustments; and

5. Finalized — revenue determined to be payable after applicable reconciliation and review.

Only amounts that have reached the applicable payable or finalized state may be included in a payment.

A dashboard figure should not automatically be interpreted as a final payable amount.

6 Invalid Activity

Novaloom operates within an advertising ecosystem where invalid, fraudulent, automated, manipulated, or otherwise non-qualifying activity may affect advertiser and publisher payments.

Invalid activity may include, depending on the applicable advertising ecosystem and contractual requirements:

• artificial impressions;
• artificial clicks;
• automated activity;
• bot traffic;
• manipulated engagement;
• incentivized activity that is not permitted;
• traffic generated through prohibited methods;
• fraudulent conversions;
• suspicious traffic patterns;
• deliberate measurement manipulation;
• ad-request manipulation;
• traffic-quality violations; or
• other activity determined to be invalid under applicable partner policies or contractual requirements.

Invalid activity may be identified by Novaloom, a demand partner, an advertising platform, an SSP, an exchange, an advertiser, or another authorized source.

7 Invalid Activity Threshold

Novaloom applies a 5% invalid-activity threshold for payment-review purposes.

Where the measured invalid activity associated with the applicable account, website, inventory, traffic source, campaign, or payment period is more than 5%, Novaloom may place affected earnings or payments under an enhanced review.

For purposes of this policy:

The 5% threshold is a payment-review trigger and does not necessarily mean that all activity below 5% is automatically accepted as valid.

Novaloom may take action below the 5% threshold where required by:

• law;
• contract;
• third-party advertising policies;
• fraud-prevention requirements;
• security concerns; or
• other legitimate platform-integrity requirements.

8 60–90 Day Invalid-Activity Hold

Where invalid activity exceeds 5%, Novaloom may place affected earnings or payments on hold for a period of approximately:

The purpose of this hold is to allow Novaloom and, where applicable, relevant third-party platforms or demand partners to:

• investigate the activity;
• receive delayed third-party reporting;
• reconcile advertising data;
• identify invalid impressions or clicks;
• review traffic sources;
• determine applicable adjustments;
• resolve discrepancies;
• receive advertiser or platform adjustments;
• complete fraud and traffic-quality analysis; and
• determine the final payable amount.

The 60–90 day period is a review window and not necessarily a guarantee that every investigation will be completed within exactly 60 or 90 days.

Where circumstances require additional time, Novaloom may extend the review period to the extent reasonably necessary and permitted by the applicable agreement and law.

9 Scope of a Payment Hold

A payment hold may apply to:

• affected revenue;
• affected inventory;
• affected websites;
• affected traffic sources;
• affected campaigns;
• affected demand channels; or
• other amounts reasonably connected to the investigation.

Novaloom may avoid holding unrelated amounts where the applicable data is sufficiently separable and there is no reasonable basis for extending the hold.

However, where the source or validity of revenue cannot reasonably be separated, Novaloom may temporarily hold the affected settlement amount while reconciliation is performed.

10 What Happens During an Invalid-Activity Review

During a review, Novaloom may:

1. analyze traffic and event telemetry;

2. compare Novaloom measurements with third-party reports;

3. review traffic sources and acquisition patterns;

4. analyze impression, click, conversion, and auction signals;

5. review demand-partner feedback;

6. examine technical implementation;

7. identify potentially manipulated activity;

8. calculate potential adjustments;

9. request information from the publisher or customer;

10. restrict affected monetization routes where appropriate; and

11. determine the final payable amount.

The review may involve automated systems and manual investigation.

11 Revenue Adjustments

If invalid activity or another payment adjustment is confirmed, Novaloom may adjust the affected revenue.

Adjustments may result from:

• invalid traffic;
• fraudulent activity;
• advertiser deductions;
• third-party platform adjustments;
• chargebacks;
• refunds;
• duplicate transactions;
• reconciliation errors;
• contractual deductions;
• taxes;
• payment processing adjustments; or
• other applicable corrections.

Adjustments may be reflected in current or subsequent payment statements where permitted.

12 Third-Party Adjustments

Advertising revenue may depend on third-party platforms and demand partners.

A third party may:

• revise reported revenue;
• identify invalid activity;
• issue a chargeback;
• modify an invoice;
• adjust impressions or clicks;
• reject certain transactions; or
• otherwise modify a previously reported amount.

Where Novaloom receives a legitimate third-party adjustment affecting your account, Novaloom may reflect that adjustment in your settlement.

13 Payment Holds for Other Reasons

A payment may also be delayed or held where reasonably necessary because of:

• incomplete identity verification;
• incomplete tax information;
• incorrect payment information;
• suspected fraud;
• security concerns;
• account compromise;
• unresolved ownership disputes;
• contractual disputes;
• chargebacks;
• legal requirements;
• sanctions or regulatory restrictions;
• third-party payment-provider restrictions;
• unresolved reconciliation differences; or
• other circumstances permitted by the applicable agreement or law.

14 Minimum Payment Threshold

Novaloom may establish a minimum payment threshold.

If your finalized payable balance is below the applicable threshold, Novaloom may carry the balance forward to a subsequent payment period.

The applicable minimum payment threshold may vary by:

• payment method;
• country;
• currency;
• product;
• account type;
• contractual arrangement; or
• payment provider.

Where a separate agreement establishes a threshold, that agreement controls.

15 Payment Methods

Depending on your country, account type, eligibility, and available payment infrastructure, Novaloom may support payment methods such as:

• bank transfer;
• wire transfer;
• electronic payment services;
• approved payment processors; or
• other payment methods made available by Novaloom.

Not every payment method will be available in every jurisdiction.

Novaloom may require verification before enabling a payment method.

16 Payment Information

You are responsible for providing accurate payment information.

This may include:

• account holder name;
• bank name;
• account number;
• routing information;
• SWIFT/BIC information;
• payment-provider information;
• billing address;
• tax information; and
• other information required by the applicable payment method.

Novaloom is not responsible for delays or failed payments caused by incorrect or incomplete information supplied by you.

17 Payment Processing Fees

Depending on the payment method, Novaloom or a third-party payment provider may charge transaction, currency-conversion, banking, or processing fees.

Where applicable, such fees may be:

• deducted from the payment;
• charged separately; or
• addressed under the applicable commercial agreement.

18 Currency and Foreign Exchange

Payments may be made in the currency specified in the applicable agreement or payment configuration.

Where conversion is required, the exchange rate used may be determined by:

• Novaloom;
• the payment provider;
• the banking institution; or
• another applicable financial intermediary.

Novaloom does not guarantee a particular foreign-exchange rate.

19 Taxes

You are responsible for determining and satisfying your tax obligations arising from payments received from Novaloom, except where Novaloom is legally required to withhold or remit taxes.

Novaloom may request:

• tax identification information;
• tax forms;
• residency information;
• business information; or
• other documentation required for tax compliance.

Where legally required, Novaloom may withhold applicable taxes from payments.

20 Payment Statements and Reconciliation

Novaloom may provide payment statements, revenue reports, transaction records, or other settlement information through the Services.

Statements may include:

• gross revenue;
• adjustments;
• invalid-activity deductions;
• fees;
• taxes;
• net payable amount;
• previous balances;
• payment status; and
• other applicable information.

Where a discrepancy exists between estimated dashboard data and finalized settlement information, the finalized settlement records may control.

21 Payment Disputes

If you believe that a payment statement contains an error, you should contact Novaloom at:

support@novaloom.co

Your dispute should include, where available:

• account information;
• payment period;
• transaction or statement reference;
• amount in dispute;
• explanation of the discrepancy; and
• supporting documentation.

Novaloom may request additional information necessary to investigate the dispute.

22 Invalid Activity Disputes

If a payment has been held or adjusted because of invalid activity, you may request clarification or submit relevant evidence.

Evidence may include information concerning:

• traffic sources;
• acquisition channels;
• advertising implementation;
• website analytics;
• server logs;
• campaign information;
• traffic-generation methods;
• technical changes; or
• other relevant documentation.

Providing evidence does not guarantee that an adjustment will be reversed.

Novaloom may also rely on third-party determinations, technical evidence, traffic-quality signals, or other information reasonably relevant to the investigation.

23 No Guaranteed Payment Amount

Novaloom does not guarantee a particular:

• revenue amount;
• payout amount;
• RPM;
• eCPM;
• fill rate;
• advertiser demand;
• number of impressions;
• number of clicks;
• campaign value; or
• monthly income.

Advertising revenue depends on numerous factors, including traffic, geography, content, inventory, advertiser demand, market conditions, third-party policies, auction outcomes, user behavior, and traffic quality.

24 Payment After Account Termination

If an account is terminated, Novaloom may continue reconciliation of amounts earned before termination.

Eligible finalized amounts may be paid according to the applicable payment schedule after:

• reconciliation;
• invalid-activity review;
• third-party adjustments;
• applicable deductions;
• tax processing; and
• other required settlement procedures.

Termination does not automatically eliminate legitimate payment obligations or legitimate claims.

25 Fraud and Intentional Manipulation

If Novaloom determines that an account has intentionally engaged in fraudulent or manipulative activity, Novaloom may take additional measures permitted by law and applicable agreements, including:

• suspension;
• termination;
• withholding of affected revenue;
• reversal of fraudulent transactions;
• restriction of monetization;
• recovery of amounts previously paid where legally and contractually permitted;
• referral to appropriate authorities where required.

Nothing in this section permits Novaloom to disregard mandatory legal requirements concerning payment or dispute resolution.

26 Payment Review Does Not Automatically Mean Fraud

A payment hold or review does not necessarily mean that Novaloom has determined that the publisher or customer intentionally committed fraud.

A review may be initiated because:

• automated systems detected unusual activity;
• invalid activity exceeded the applicable threshold;
• third-party data is incomplete;
• revenue requires reconciliation;
• a demand partner issued an adjustment;
• a security event occurred; or
• additional verification is required.

The purpose of the review is to determine the appropriate settlement outcome.

27 Confidentiality of Payment Information

Payment information will be handled in accordance with the Novaloom Privacy Policy and applicable contractual and legal requirements.

Access to financial information may be restricted according to organizational permissions and security controls.

28 Changes to Payment Terms

Novaloom may update these Payment Terms to reflect:

• changes in payment infrastructure;
• changes in payment providers;
• changes in advertising-platform requirements;
• changes in tax requirements;
• changes in fraud-prevention processes;
• changes in commercial arrangements;
• changes in applicable law; or
• changes to Novaloom's Services.

The updated version will include a revised "Last Updated" date.

Material changes will be handled according to applicable law and contractual requirements.

29 Relationship With Other Agreements

These Payment Terms form part of the Novaloom contractual framework.

They should be read together with:

• Publisher Agreement;
• Partner Agreement;
• Order Form;
• Data Processing Agreement; and
• other applicable commercial agreements.

Where an executed written agreement expressly provides different payment terms, the executed agreement controls for the applicable transaction.

30 Contact Us

For payment questions, settlement inquiries, or payment disputes, contact:

Novaloom

Email: support@novaloom.co

31 Summary of Standard Payment Policy

For convenience, Novaloom's standard payment framework is: