Terms & Conditions - Publishers

I. General Terms and Conditions

These Mobile Representation International Corporation ("MRI") Terms and Conditions ("Terms"), and any document that references these MRI Terms and Conditions for which Revmob ("Revmob") is an intervening party, or any document that regulates the relationship between MRI; the owner or representative of the app and/or website into which the ad is going to be inserted ("Publisher") and Revmob, the company that operates the Program, are entered into by, as applicable, the Publisher and Revmob; all of which signing these Terms or any document that references these Terms, or that accepts these Terms electronically and MRI.

Publisher and MRI are collectively referred to as "Parties" and individually as "Party".

These Terms govern Publisher’s participation in MRI's licensed mobile advertising program ("Program") and, as applicable, any insertion orders or service agreements ("IO") executed by and between the Parties. These Terms and any applicable IO are collectively referred to as the "Agreement."

1. Policies

Program use is subject to all applicable MRI policies, including without limitation MRI Privacy & Trademark Policy ("Policies"), available at:

www.mobilerepresentationinternational.com/privacy_policy.html

Policies are an integral part of this Agreement and may be modified at any time by MRI at its sole discretion. To the fullest extent permitted by law, applications and features are provided "as is" and at Publisher’s option and risk.

MRI may modify ads to comply with any Policies at its sole discretion, as and if instructed by the licensor of the Program.

2. The Program

The purpose of this Agreement is the rendering of prospection, intermediation and relationship services by MRI to Publishers seeking opportunities related to projects or advertisers interested in the acquisition of advertising space in the Publisher’s mobile applications and/or websites. MRI, at its sole discretion, may create, cancel or modify items of the list of ads in the Program.

Publisher agrees to protect any Publisher online account passwords and takes full responsibility for Publisher's own, and whichever third-party, use of any Publisher accounts.

Publisher grants MRI and Revmob permission to utilize an automated software program to retrieve and analyze websites and mobile applications associated with the Services for ad quality and serving purposes, unless Publisher specifically opts out of the evaluation in a manner specified by MRI.

Publisher acknowledges that MRI and Revmob are not liable for any results promised, such as campaign results, payments or collections besides those foreseen in the present Terms and Conditions.

MRI may modify any of its licensed Programs, which include, but without limitation, its features and functionalities, at any time without liability. MRI also may modify these Terms, and Customer's use of the Program after notice that these Terms have changed constitutes Customer's acceptance of the new Terms, unless these Terms have been negotiated and duly signed by both parties, in which case any acceptance of other contracts by Publisher while using the Program shall not alter these Terms, which represent the only contractual relationship between the parties and supersede every other contract signed or accepted by Publisher.

MRI may send email notifications with any frequency to be determined by MRI, including but not limited to daily, weekly, monthly or yearly frequency.

In case MRI is required to accept any other electronic contracts and/or terms and conditions as a requirement to get access to Publisher’s platform and its reports, both Parties state that the acceptance shall not, by any means, bind the parties to any new contractual relationship other than the one hereunder and that this Agreement shall fully supersede every other contract accessible via Publisher’s platform.

3. Representations and Warranties

Publisher represents and warrants that:

(i)

it is the holder or the person or entity entitled to the use of its trademark, in any form, sign or other visual or audible expression (“Trademark”), and hereby grants MRI and its affiliated companies, including but not limited to Revmob, a license to use such Trademark in any of MRI’s and/or Revmob’s, websites, e-mails, calls, events that MRI or Revmob take part in and whichever other media and/or communication method used by MRI or Revmob;

(ii)

it shall not contribute or authorize any party to: (1) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; (2) use any automated means or forms of scraping or data extraction to access, query or otherwise collect MRI’s or Revmob’s advertising related or any other proprietary information except as expressly permitted by MRI or Revmob; and (3) provide incentivized traffic, unless expressly authorized by MRI or Revmob;

(iii)

only creatives provided by MRI or Revmob will be utilized by the Publisher. Any modifications to the creatives need to be previously authorized in writing by MRI or Revmob;

(iv)

it shall not display MRI creatives on websites/apps that violate or infringe the applicable laws and regulations (e.g. filesharing, pirate sites, etc);

(v)

it shall not display MRI’s creatives on websites/apps which include any material that may be deceptive, misleading, false, offensive, threatening, harmful, vulgar, liable to incite racial hatred, discriminatory, menacing, blasphemous or which is racially ethnically or otherwise objectionable;

(vi)

it shall not copy (except for backup purposes), modify, adapt, redistribute, decompile, apply any kind of reverse engineer, disassemble, share with third- parties or create derivative works of MRI’s technology;

(vii)

all Publisher information is complete, correct and current, especially the information manually sent to MRI or Revmob through the use of the Program;

(viii)

it shall comply with any further restrictions provided by Revmob, MRI or any of its advertisers concerning the campaign within 24 hours from written notice.

(ix)

any personally identifiable information supplied or disclosed to MRI under or in connection with the Agreement shall be controlled, collected and transferred in accordance with the applicable privacy legislation and with all relevant requirements and guidance notes issued from time to time by any Regulator and; (b) have obtained any legally required consents to such control, collection and transfer and the processing of such data and/or any other tracking technology used by MRI in providing the Program and that they shall in all respects abide by the terms of all applicable data protection laws and regulations (c) while sharing any end-user data with MRI for the purposes of this Agreement, they shall notify MRI specifically in the event the end-user has exercised his/her right to opt-out of behavioural targeting through Publisher’s network.

MRI represents and warrants that:

(i)

it will comply with the performance of these Terms with all applicable laws, statutes, ordinances, rules and regulations in the territory and the rules, policies and procedures of each country’s applicable game ratings organization and any other similar organization in or having jurisdiction in the territory.

4. Agency

If applicable, Publisher represents and warrants that (i) it is authorized to act on behalf of and has bound to this Agreement any third party for which Publisher acts (a "Principal"), (ii) as between Principal and Publisher, the Principal owns any rights to Program information in connection with those publishing spaces, and (iii) Customer shall not disclose Principal's Program information to any other party without Principal's consent. This section is applicable to Publisher if it provides MRI or Revmob with non- proprietary traffic, such as, but not limited to, through supply-side platforms.

Nothing in this agreement gives Publisher a right to use any of MRI’s or Revmob’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features, unless expressly authorized by MRI or Revmob.

5. Payments

Publisher agrees that MRI shall pay him a percentage of the payments made by Advertisers to MRI as Publisher’s compensation for the insertion of Advertiser’s ad at, or redirection to a website or app specified by the Advertiser, from Publisher’s apps and websites for mobile through the Program. Publisher is responsible for paying any and all applicable taxes, including but not limited to withholding tax, value added tax, sales taxes, duties, fees, levies or surcharges (including where applicable any universal service fund or similar surcharges) imposed by, or pursuant to the laws, statutes or regulations of any government agency or authority.

Charges are solely based on MRI, Revmob and/or their clients’ measurements for the applicable Program, unless otherwise agreed to in writing. MRI reserves the right not to disclose to Publisher such percentage or Publisher’s compensation calculation basis. MRI may also change at any time at its sole discretion the calculation criteria and basis of Publisher’s compensation.

Publisher expressly states that (i) it does not provide any services to MRI or Revmob and that those entities only act as intermediates and payment enablers and are remunerated as such; and (ii) for all purposes, it is remunerated directly by the Advertiser that acquired its advertising space.

Payments shall be due to Publisher thirty (30) days after the end of each month. All those payments due by MRI to Publisher are onlending of the payments received from Advertiser. Hence, in the event the Advertiser fails or delays its payment of the fees due under this Agreement, any related payment from MRI to Publisher shall be postponed until MRI receives Advertiser’s payment.

Publisher acknowledges that some of MRI’s Advertisers shall only pay MRI after thirty (30) days or more. Consequently, MRI is entitled to deduct from future payments due to Publisher any amounts not paid by those Advertisers to MRI. As such, both parties agree that some of the payments made to Publisher on a specific period are not definitive and may be considered a payment advance by MRI.

Furthermore, in case MRI or Revmob, at their sole discretion, identify any kind of suspect activity (“Suspect Activity”) arising from the use of the Program by the Publisher, including but not limited to the scenarios described in item 3-i to 3-vi, MRI may withhold payments to Publisher, as well as deduct the corresponding value regarding the issue from future payments, if Publisher has already received said amount. After proper investigation and in case MRI or Revmob come to the conclusion that the Publisher is not running any Suspect Activity, all the payments withheld will be released to it without any interest, fines, penalties or indemnification of any kind.

For the purposes of these Terms, Suspect Activity means any kind of activity that may be generally regarded as fraudulent or illegal, according to the applicable laws and/or the ad network industry’s best practices.

The minimum outgoing payment threshold is 250 USD for wires, and 50 USD for Paypal and Payoneer. Payments will be made once minimum threshold has been reached. Publisher is sole responsible for providing and maintaining accurate contact and payment information. Any delay in the payments made to the Publisher caused by the provision and/or maintenance of inaccurate contact and/or payment information shall not give rise to any interest, fines, penalties or indemnification of any kind to be due by MRI or Revmob.

MRI may, at its sole discretion, transfer its credit/billing rights to any third party, regardless of Publisher’s consent.

In case Publisher also registered in MRI’s Program as an Advertiser, any debts it may have against MRI, either derived from non-fulfillment of any payment obligation or generic breach to any obligation set forth in this Agreement, may be offset by the credits it may have against MRI at MRI’s sole discretion, regardless of the month within which the foregoing non-fulfillment and/or breach happened.

6. Integration Methods

6.1. General Provisions

Publisher acknowledges that it may get access to the Program and thus to the campaigns as provided by MRI or Revmob through several integration methods (“Integration Methods”) that include, but are not limited to, MRI’s or Revmob’s proprietary Software Development Kit (“SDK”), bulk or proprietary API (“API methods”) and JS Tag. Publisher’s use of any integration method as provided by MRI or Revmob constitutes integral acceptance of this Agreement.

Subject to this Agreement, MRI grants Publisher a limited, worldwide, royalty-free, non- assignable and non-exclusive sub-license to use the Integration Methods to provide services that relate to facilitating the purchase and sale of mobile advertisements by bringing together mobile advertisers and Publishers of mobile applications and websites.

Publisher acknowledges that Revmob, MRI or third-parties own all legal right, title and interest in and to the Integration Methods, including any Intellectual Property Rights that subsist in them. "Intellectual Property Rights" means any and all rights under copyright law, patent law, trade secret law, trademark law, data rights and any and all other proprietary rights. MRI and Revmob reserve all rights not expressly granted to Publisher herein. As such, Publisher shall not use, modify, adapt, alter, change, apply reverse engineer or any other unauthorized action to any portion of the Integration Method except as expressly authorized hereunder.

Publisher agrees that it will not engage in any activity with any of the Integration Methods, including the development or distribution of an application and/or website, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third-party including, but not limited to, MRI or any mobile communications carrier.

Except as expressly stated herein, Publisher may not copy, modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the Integration Methods or any portion of them. Except to the extent required by applicable third-party licenses, Publisher may not load any part of any of the Integration Methods onto a mobile handset or any other hardware device except a personal computer, combine any part of any of the Integration Methods with other software, or distribute any software or device incorporating a part of any of them.

Use, reproduction and distribution of components of any of the Integration Methods licensed under an open source software license are governed solely by the terms of that open source software license and not this Agreement.

Publisher agrees that MRI may modify or stop (permanently or temporarily) providing the any of the Integration Methods to Publisher or to users generally at MRI's sole discretion, without prior notice to Publisher. In case that happens, Publisher acknowledges that by no means MRI shall be liable for any direct or indirect damages that may arise from modification or interruption of any of the Integration Methods.

Publisher understands that the information provided by any of the Integration Methods may not be complete or completely reliable. All the information presented in any of the Integration Methods shall be confirmed by MRI before it is considered final. Therefore, Publisher agrees that Publisher shall not take any business decisions based on their information. If Publisher does so, Publisher accepts the risks of such decisions as Publisher’s own.

MRI agrees that it obtains no right, title or interest from Publisher (or Publisher’s licensors) under this Agreement in or to any software applications that Publisher develops using any of the Integration Methods, including any intellectual property rights that subsist in those applications.

Publisher acknowledges that some of the Integration Methods may allow MRI or Revmob to respond to bid requests with certain campaign information on a real-time basis. Publisher agrees that that process may involve manually input information as provided by MRI, Revmob or any of their employees, representatives, partners or other persons or entities directly or indirectly involved in the process. As such, both parties understand that bids provided by MRI or Revmob may be unreasonable and/or outstanding when compared to other bids received by Publisher in its real-time bidding system (“Unreasonable Bids”). Consequently, Publisher ensures to MRI or Revmob that it has internal mechanisms to protect them from those Unreasonable Bids and that by no means they shall be liable for any payments arising from them, except to the extent that bids do not exceed more than 200% (two hundred percent) of the third winning bid as disclosed by Publisher.

6.2. Data Protection

Publisher agrees that if it uses any of the Integration Methods to access information and/or services provided by MRI, Revmob or its partners related to mobile applications and/or websites for general public users, Publisher will protect the privacy and other legal rights of those users. If the users provide Publisher with user names, passwords, or other login information or personal identifiable information, Publisher must make the users aware that the information will be available to Publisher’s application, and Publisher must provide legally adequate privacy notice and protection for those users. If Publisher’s application stores personal or sensitive information provided by users, it must do so securely. If the user provides Publisher’s application and/or website with personal identifiable information, Publisher’s application and/or website may only use that information when, and for the limited purposes for which, the user has given Publisher express prior permission to do so.

In order to continually innovate and improve its Program, MRI or Revmob may collect certain usage statistics from the Integration Methods that the user specifically allows the app and/or website developer to collect, except for financial information as may be necessary to enable the payments. Publisher hereby consents that the collection and use of such information by MRI or Revmob or the sharing of this information by MRI with Revmob or its affiliates, shall happen exclusively as necessary for the Program and its improvement.

When applicable, Publisher should be aware the data, content, and resources eventually presented to Publisher through any of the Integration Methods (such as, but without limitation, campaign information as provided by third-party advertisers) may be protected by intellectual property rights which are owned or controlled by third parties (or by other persons or companies on their behalf). Except as expressly permitted hereunder or by the nature of the Integration Method, Publisher may not modify, rent, lease, loan, sell, distribute or create derivative works based on these data, content, or resources (either in whole or in part) unless Publisher has been specifically given permission to do so by the relevant owners.

By using certain Integration Methods, Publisher may be allowed to store campaign data (which may include, without limitation, advertiser data) before displaying a specific ad. Publisher shall only use that data for the purposes of this Agreement and is not authorized to use any portion of it for commercial purposes. In case Publisher intentionally uses that data to directly approach any of MRI’s or Revmob’s advertisers for advertising purposes, Publisher agrees to pay MRI or Revmob a commission of 50% (fifty percent) over all the payments due to Publisher by that Advertiser for 1 (one) year from the start of the contractual relationship between those two parties.

Publisher shall grant MRI a perpetual, worldwide, non-exclusive, royalty-free right to use any data intentionally or unintentionally shared with MRI – by virtue of the use of the Program by Publisher – anonymously and in the aggregate with comparable data from other sources for reporting, planning, promotional and development purposes, so long as third parties cannot attribute the data Publisher.

7. Confidentiality

For the purposes of this Agreement, “Confidential Information” will include (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser’s Confidential Information other than as permitted hereunder. Notwithstanding anything contained herein to the contrary, Confidential Information will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; or (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure.

8. Disclaimers and Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, MRI DISCLAIMS ALL WARRANTIES OF THE PROGRAM, THE INTEGRATION METHODS AND THE SERVICES PROVIDED BY EITHER PARTY HEREUNDER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE.

PUBLISHER EXPRESSLY UNDERSTANDS AND AGREES THAT USE OF ANY OF THE INTEGRATION METHODS IS AT PUBLISHER‘S SOLE RISK AND THAT THOSE METHODS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM MRI OR ANYONE ELSE. PUBLISHER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR OTHER DEVICE OR NETWORK OR LOSS OF DATA THAT RESULTS FROM THE USE OF ANY OF THE INTEGRATION METHODS.

MRI WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO ANY OF THE PARTIES’ BUSINESS) WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Publisher acknowledges that MRI is compliant with all applicable laws with regards to data protection and adopts all data protection protocols as recommended by industry best practices. However, MRI may be subject to cyber-attacks and/or other illegal means of data theft/stealing or unauthorized access to its system, all of which are beyond MRI’s reasonable control. Publisher expressly agrees that MRI will not be liable for any damages, direct or indirect, arising from those practices.

None of the Parties is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including without limitation to acts of God, government, terrorism, natural disaster, labor conditions and power failures.

9. Indemnification

Publisher shall indemnify, hold harmless and defend MRI, its partners, agents, licensors from any third-party claim, demand or liability (collectively, "Liabilities"), arising out of Program use, Account use, Targets, Creatives and Services, and breach of the Agreement. In addition, MRI’s partners, agents, affiliates, and licensors shall be third party beneficiaries of the above indemnity.

Publisher will be liable to any infringement of any provisions of this agreement, and will promptly reimburse MRI, Revmob, its partners and/or personnel, without limitation, in relation to any Liabilities. Liabilities include, but are not limited to any civil, trademark, commercial, financial, judicial, administrative or fiscal procedures started against Revmob, MRI, its partners, personnel, agents, affiliates and/or licensors (collectively, “Claims”). Publisher acknowledges that MRI may seek court orders and that in any dispute relating to this Agreement the prevailing party will be entitled to recover reasonable attorneys' fees and costs.

Upon receipt of a Claim, MRI, Revmob, its partners, personnel, agents, affiliates licensors will have the unrestricted right to, at their sole discretion, decide for a legal and/or defense, conciliation, arbitration or the immediate payment of the Claim. All costs incurred in the legal defense or payment of a Claim caused by Publisher will be of his sole responsibility, and shall be reimbursed to MRI within 3 (three) days of the notification sent. The reimbursement of a Claim by Publisher does not waive any other penalty and/or compensation set forth in this Agreement.

10. Miscellaneous

THE AGREEMENT MUST BE CONSTRUED AS IF ALL PARTIES JOINTLY WROTE IT AND GOVERNED BY THE LAWS OF BRAZIL, REGARDLESS OF ITS CONFLICTS OF LAWS PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY OTHER LAW THAN SUCH LAWS. ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE MRI PROGRAM(S) SHALL BE LITIGATED EXCLUSIVELY IN THE COURTS OF SÃO PAULO, STATE OF SÃO PAULO, BRAZIL, AND MRI AND CUSTOMERS CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

The Agreement constitutes the entire and exclusive agreement between the Publisher and MRI with respect to the subject matter hereof, and supersedes and replaces any other agreements, terms and conditions applicable to the subject matter hereof. No statements or promises have been relied upon in entering into this Agreement except as expressly set forth herein, and any conflicting or additional terms contained in any other documents or oral discussions are void. Publisher shall not disclose the terms or conditions of these Terms to any other party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation. Publisher may grant approvals, permissions, extensions and consents by email, but any modifications by Publisher to the Terms must be made in a writing executed by both parties. MRI may change these Terms at any time, unless this Agreement has been negotiated and duly signed by both Parties. In the event that any Publisher does not agree with or does not accept any of the changes made by MRI in these Terms, then the relevant non-agreeing or non-accepting Publisher shall immediately cease the use of the Program; the continued use of the Program after receipt of MRI’s change of these Terms will constitute an express acceptance of the relevant Customer on such changes, unless this Agreement has been negotiated and duly signed by both Parties. Breach of any provision of this Agreement by Publisher may result in retention of payments due to it by MRI or Revmob until the conflict is settled between both parties. MRI or Revmob shall only be entitled to make that retention in case it provides Publisher with a reasonable calculation of the direct and/or indirect damages that may arise from the aforementioned breach. Any notices are deemed given upon receipt and must be sent via overnight courier or regular postal mail with return receipt requested to Mobile Representation International Ltd. Schottegatweg Oost 10, P.O. Box 3914, Bon Bini Business Center Unit A1K, Curacao and also notified by the email contact@mobilerepresentationinternational.com.

Failure to comply with both communications will make such notice not valid for MRI purposes and therefore, non-enforceable whatsoever. A waiver of any default by a Publisher is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and remaining provisions of the Agreement will remain in full effect. Publisher may not assign any of its rights hereunder and any such attempt is void. MRI and Publisher are not legal partners or agents, but are independent contractors, the reason why no employment relationship shall exist between the MRI and Publisher. Consequently, MRI is expressly exempted of any labor, social or social security charges which may arise out of this Agreement or the Program that are provided by such collaborators. In the event that these Terms or a Program expire or is terminated, MRI shall not be obligated to return any materials to Publisher. Notice to Publisher may be effected by sending an email to the email address specified in the Publisher's account, or by posting a message to Publisher's account interface, and is deemed received when sent (for email) or no more than 15 days after having been posted. This Agreement shall be valid and be in full force and effect as from the date of electronic acceptance by Publisher, or as of the date Publisher made the first use of the Program, and shall remain in full force and effect for an indeterminate period of time, unless this Agreement has been negotiated and duly signed by both Parties, in which case the effective date of this Agreement shall be considered the date of its signature by both parties. Any provision which is capable of surviving the termination of this Agreement (including, but not limited to, limitations of liability, confidentiality and indemnification) shall survive termination or expiration of this Agreement.