Terms & Conditions

This Document Contains 2 Related Mobile Representation International Corporation Agreements:

I. Mobile Representation International Terms & Conditions

II. Software Development Kit Sub-License Agreement

I. Mobile Representation International Corporation Terms & Conditions

These Mobile Representation International Corporation ("MRI") Terms and Conditions ("Terms"), and any document that references these MRI Terms and Conditions for which Revmob is an intervening party, or any document that regulates the relationship between MRI; the owner of the app and/or website into which the ad is going to be inserted ("Publisher"); the person or company that desires to publish an advertisement ("Advertiser") in one of the apps and/or websites offered in RevMob – a Brazilian company for which MRI is the exclusive licensed agent, as per the exclusive licensing agreement entered between MRI and RevMob – mobile advertising program ("Program"); MRI’s agent responsible for introducing the Publisher to MRI’s service of advertisement ("Vendor"); any other third party, individual or entity that introduces Advertisers to the Program ("Agent") and Revmob ("Revmob") the company that operates the Program, are entered into by, as applicable, the Publisher; the Advertiser; the Vendor; all of which signing these Terms or any document that references these Terms or that accepts these Terms electronically and MRI, a company based in the British Virgin Islands that is an agent for Revmob, who is a party in this terms as the licensor and operator of the program.

Publisher, Vendor, Agent and Advertiser are collectively referred to as "Customers" and individually as "Customer".

These Terms govern Customer’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 and/or Customer's online management of any advertising campaigns. These Terms and any applicable IO are collectively referred to as the "Agreement."

Customers and MRI hereby agree and acknowledge the following:

1 Policies.

Program use is subject to all applicable MRI policies, including without limitation MRI Privacy & Trademark Policy, available at www.mobilerepresentationinternational.com/privacy_policy.html and MRI ad specification requirements (collectively, "Policies"). 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 Customer’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 (i) Advertisers willing to acquire advertising space at Publishers’ mobile applications; (ii) Publishers seeking opportunities related to projects or advertisers interested in the acquisition of advertising space in the Publisher’s mobile applications and/or websites; iii) Advertisers willing to redirect users from Publishers’ mobile applications to a website, App Store, Google Play, or Amazon AppStore link of their choice; (iv) Publishers seeking opportunities related to projects or advertisers interested in redirecting users from Publishers’ mobile applications to a website, App Store, Google Play, or Amazon AppStore link of their choice. MRI, at its sole discretion, may create, cancel or modify items of the list of ads in the Program. This Agreement also regulates the participation of Vendors in the Program.

Customer is solely responsible for all: (i) ad targeting options ("Targets") and all ad content, ad information, choice of CPC (cost per click) or eCPI (cost per install) campaign, bid, weekday (Monday, Tuesday, Wednesday, Thursday and Friday) daily cap, weekend (Saturday and Sunday) daily cap, total campaign cap, and ad URLs ("Creative"), whether generated by or for Customer or by MRI; and (ii) any websites, mobile applications, services and landing pages which Creative links or directs viewers to, and any advertised services and products (collectively "Services"). Customer agrees to protect any Customer online account passwords and takes full responsibility for Customer's own, and third-party, use of any Customer accounts. Customer understands and agrees that ads may be placed on (i) any content or property provided in the Program and, unless Customer opts out of such placement in the manner specified by the Program, (ii) any other content or property provided by a third-party ("Partner") upon which the Program, RevMob or MRI may allocate or place ads ("Partner Property"). Customer hereby authorizes and consents to all such ad placements. The account (as modified by Customer, or if not modified, as initially posted) is deemed approved by Customer in all respects upon posting. Customer agrees that all placements of Customer's ads shall conclusively be deemed to have been approved by Customer unless Customer produces contemporaneous documentary evidence showing that Customer disapproved such placements in the manner specified by the Program and MRI. In any event Customer must provide MRI with all relevant Creative in sufficient time to be included in the ad or as otherwise communicated by MRI. Customer grants the Program, 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 Customer specifically opts out of the evaluation in a manner specified by MRI. Customer acknowledges that MRI and Revmob are not liable or responsible for any action taken by its Vendors or Agents, including but not limited to percentages or results promised, campaign results, payments or collections besides those foreseen in the present Terms and Conditions for other Customers that enroll the Program directly. Customer understands and acknowledges that CPI campaigns results are also dependent of information provided by the Advertiser and therefore, MRI does not guarantee to deliver the exact CPI figure established by Customer and Customer understands and acknowledges that a variation of up to fifteen percent (15%) in the CPI defined rate is within the limits of the Program. Any variation of the CPI, regardless of being within or outside of such percentage, for more or less is not a cause, respectively, for reimbursement of Customer by MRI or for MRI charging the difference from Customer. MRI may modify any of its licensed Programs at any time without liability. MRI also may modify these Terms at any time without liability, and Customer's use of the Program after notice that these Terms have changed constitutes Customer's acceptance of the new Terms. Customer's non-compliance with these Terms may imply in penalty fees stipulated by MRI as deemed appropriate that will be no less than $100 in value. MRI or Partners may reject or remove any ad or Target from the Program for any or no reason in its sole discretion at any time and without notice. All actions performed by Customer during the use of the Program, such as play, pause or remove the Campaign, or any edit or changes in the Creatives are logged by the Program.

MRI may send email notifications with any frequency to be determined by MRI, including but not limited to daily, weekly, monthly or yearly frequency. Such email notifications may include but are not limited to advertising reports and publishing reports, and may include but not limited to, according to decision solely made by MRI, number of downloads, number of requests, number of impressions, number of clicks, number of installs, cost per install (CPI), cost per click (CPC), cost per mille impressions (eCPM), clickthrough rate (CTR), install-rate (IR), fill-rate, revenue, credit, total costs. The Customer may opt out of the email notifications by cancelling via link contained in the email, or requesting that in the contact@mobilerepresentationinternational.com email address.

The length of the claim window is 90 days, unless a different agreement in entered via a written IO contract, or, in the absence thereof, any other written contract signed by MRI and the Advertiser. A claim window is defined as the length in days during which MRI is allowed to match and charge for installs, counting from the day that the click that generated the install happened. Usually the installs are counted in the Program on a real-time basis, however, MRI reserves the right to make such account in up to 90 days from the date that generated the install. If two or more clicks match with the same install, the last click will count as the click which generated the install in question, while all other clicks will not count as clicks which generated the install in question. When the term "match" is used, it means that at least one device identifier was present in both the click and install callback URL. The device identifiers may be: UDID, IMEI, MAC Address, Android ID, Apple’s identifierForVendor, Apple’s identifierForAdvertising (IDFA), the associated IP Address, or any other device identifier chosen by MRI, including but not limited to new device identifiers that didn’t exist at the time when these Terms were written.

In case the Advertiser chooses to run a CPI (cost per install) campaign without having properly integrated its technology into MRI’s server API, the Advertiser will be charged $0.04 per click for all clicks delivered in the Advertiser’s campaigns. The campaigns will be paused when an incorrect technological integration is detected. An incorrect technological integration will be determined according to the industry's best practices.

Advertiser must have a privacy policy compliant with relevant privacy regulations and make it publicly available. Advertiser must also provide a functional End-User opt-out link.

3 Cancellations.

Customer may cancel advertising online through MRI Customer's account if online cancellation functionality is available, or, if not available, with prior written notice to MRI, including without limitation electronic mail. The cancellation of all advertising may be subject to Program policies or MRI's ability to re-schedule reserved inventory or cancel ads already in production. Cancelled ads may be published despite cancellation if cancellation of those ads occurs after any applicable commitment date as set forth in advance by the Partner or MRI, in which case Customer must pay for those ads. MRI may cancel immediately any IO, any of its Programs, or these Terms at any time with notice, in which case Customer will be responsible for any ads already run. Customer agrees that all Sections of this Agreement shall survive any expiration or termination of this Agreement.

4 Prohibited Uses; License Grant; Representations and Warranties.

Customer shall not, and shall not authorize any party to: (i) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; (ii) use any automated means or form of scraping or data extraction to access, query or otherwise collect MRI advertising related information from any Program website or property except as expressly permitted by MRI; (iii) advertise or otherwise offer to provide anything that violates an applicable trademark, copyright, trade secret, patent, or other intellectual property right, or right of publicity or privacy; or (iv) advertise anything illegal or engage in any illegal or fraudulent or misleading business practice. Customer represents and warrants that it holds and hereby grants MRI all rights (including without limitation any copyright, trademark, patent, data rights, publicity or other rights) in Creatives, Services and Targets needed for MRI to operate Program (including without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of Creatives or Targets) in connection with this Agreement ("Use"), and this right of Use can be shared by MRI with its licensing company RevMob. Customer represents and warrants that it is the holder or the person entitled to the use of its brand, in any form, sign or other visual or audible expression (“Brand”), and hereby grants MRI and its affiliated companies, including but not limited to RevMob, the licensing company of the Program to use such Brand in any of MRI’s own or licensing company’s, including but not limited to websites, e-mail, calls and/or events that MRI or its licensing company takes part in. Customer represents and warrants that (i) all Customer information is complete, correct and current; and (ii) any Use hereunder and Customer's Creatives, Targets, and Customer's Services will not violate or encourage violation of any applicable laws, regulations, code of conduct, or third-party rights (including without limitation intellectual property rights or privacy rights). Violation of the foregoing may result in immediate termination of this Agreement or Customer's account without notice and may subject Customer to legal penalties and consequences.

5 Disclaimers and Limitation of Liability.

To the fullest extent permitted by law, MRI DISCLAIMS ALL WARRANTIES OF THE PROGRAM AND THE SERVICES PROVIDED BY MRI HEREUNDER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. To the fullest extent permitted by law, MRI disclaims all guarantees regarding positioning, levels, quality, or timing of: (i) costs per click; (ii) click through rates; (iii) availability and delivery of any impressions, Creatives, or Targets in the Program’s context; (iv) clicks; (v) conversions, including but not limited to installs, or other results for any ads or Targets; (vi) the accuracy of Customers data (including, but not limited to: reach, size of audience, demographics or other purported characteristics of audience); and (vii) the adjacency or placement of ads within the Program. Customers understand that third parties may generate impressions or clicks on Advertiser's ads for prohibited or improper purposes, and Customers accept all risk of any such improper or unauthorized impressions and clicks. Advertiser's exclusive remedy, and MRI's exclusive liability, for suspected improper impressions or clicks is for Advertiser to make a claim for a refund in the form of advertising credits. Any refunds for suspected improper impressions or clicks are within MRI's sole discretion. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND ADVERTISER'S OR PUBLISHER’S BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW: (i) 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; (ii) MRI'S AGGREGATE LIABILITY TO ADVERTISER IS LIMITED TO AMOUNTS PAID TO OR BY CUSTOMER, AS THE CASE MAY BE, WITHIN THE LAST TWELVE (12) MONTHS PRIOR TO THE FACT GIVING RISE TO INDEMNITY. Except for payment obligations, 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.

6 Agency.

Customer represents and warrants that (i) it is authorized to act on behalf of and has bound to this Agreement any third party for which Customer advertises (a "Principal"), (ii) as between Principal and Customer, the Principal owns any rights to Program information in connection with those ads, and (iii) Customer shall not disclose Principal's Program information to any other party without Principal's consent.

7 Payments.

a) Advertiser shall be responsible for prepayment of all charges up to the amount of each IO (“Payment”), or as set in an online Advertiser account, and shall pay all charges in U.S. Dollars or in such other currency as agreed to in writing with MRI. Unless agreed to by MRI and Advertiser in writing, Advertiser shall pay all charges in accordance with the payment terms in the applicable IO or program documentation. Charges are exclusive of taxes. Advertiser, Publisher and Vendor are responsible for paying (i) all taxes, government charges, and (ii) reasonable expenses and attorneys fees MRI incurs collecting late amounts. Any amount not paid when due shall be subject of a penalty of two percent (2%) of the amount per month calculated pro rata die (“Penalty”). To the fullest extent permitted by law, Advertiser waives all claims relating to charges (including without limitation any claims for charges based on suspected invalid clicks) unless claimed within 90 days after the charge (this does not affect Advertiser's credit card issuer rights). Charges are solely based on MRI's measurements for the applicable Program, unless otherwise agreed to in writing.

At the sole discretion of MRI, and subject to the commercial terms entered by MRI and the Advertiser, a credit (“Credit”) may be granted to the Advertiser upon enrollment in the Program, or at any given moment during the time the Advertiser is enrolled in the Program.

The total amount of the Credit is based upon the metrics and figures provided by the Advertiser in relation to the use of the Program and accepted by MRI.

At the period stated in the Service Agreement or IO, MRI will provide the Advertiser a statement of the total insertions, the amount of the Credit used and the total figures due by Advertiser, in conjunction with the corresponding invoice (“Invoice”) and the due date (“Due Date”).

The Invoice will be electronically sent to the Advertiser to the E-Mail provided in the enrollment to the Program and Advertiser is solely responsible for updating any relevant information in relation to its data, specifically the E-Mail used for receiving the Invoices.

The Invoice will be emitted on the first business day of every month, regarding the monthly spend of the previous month. The Advertiser has three (3) business days to inform MRI of any discrepancies in the value of the Invoice, otherwise it is implied that Advertiser agrees with the amount owed. If any discrepancy is informed to MRI and/or Revmob within the three (3) business days, Advertiser has five (5) business days to justify this discrepancy and come to an agreement with Revmob regarding the amount to be paid, or else Advertiser must pay the original amount presented in the Invoice.

The Advertiser is responsible for the payment of the Invoice in the Due Date. Should the Advertiser fail to pay the Invoice in the Due Date, the Services and its access to the Program may be suspended by MRI until the due payment of the Invoice and the Penalty. The waiver of any Penalty will be granted at the sole discretion of MRI, based on its internal metrics, including, but not limited, to the total amount of the Invoice and the total Credit granted.

If any case, MRI will send a daily message to the Advertiser, in the E-Mail provided, stating the due amounts at the date of the due date, and also the Penalty applicable.

Should Advertiser have any receivable against MRI, either as derived from Advertiser being in a Vendor or Publisher relationship with MRI, or related to a refund (as defined below), MRI has full right to offset (“Offset”) any of such receivables against the value of any Invoice due at the day following the due date of the Invoice and such Offset is considered dully approved by Advertiser.

No Penalty shall be applicable to the case of the Offset should the outstanding receivables of Advertiser be equal or higher than the amount of the one provided in the Invoice.

To the fullest extent permitted by law, refunds (if any) are at the sole discretion of MRI and only in the form of advertising credit for use with the Program. MRI will not refund any duplicate installs if the Advertiser does not send a boolean parameter referred to as “claim” in the post-install call back URL. The claim parameter should have the value “1” if MRI can claim the install, and “0” otherwise. If the Advertiser chooses not to send a claim parameter, all installs that have a matching click will be claimed by MRI. Nothing in these Terms or an IO shall obligate MRI to extend credit to any party. Advertiser acknowledges and agrees that any PayPal, wire transfer and any other related billing and payment information required for payments of Advertiser’s ad placements billed by MRI may be shared by MRI with third parties, at MRI’s sole discretion, for collection purposes via third parties hired by, or affiliated with, MRI. MRI may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. MRI shall not be liable for any use or disclosure of such information by such third parties.

MRI and Revmob are not responsible and shall not be bound to any relationship entered by an Advertiser through an Agent, nor is responsible of any payment, statement, claim, promise made by Agent. No directly relationship between MRI and Revmob will derive from such way of enrollment in the Program.

b) Publisher agrees that MRI will pay a percentage of the payments made by Advertiser to MRI as Publisher’s compensation for the insertion of Advertiser’s ad at, or redirection to a website, App Store, Google Play or Amazon AppStore link, specified by the Advertiser, from Publisher’s apps and websites for mobile through the Program. 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 may use part or the totality of its compensation should it intend to advertise in the Program. In such case, the charges for advertising will be deducted from the Publisher’s compensation that would be delivered by MRI in the next payment due after this decision and will not be reimbursed in any circumstance.

c) Vendor agrees that MRI will pay a percentage of payments made by MRI to Publisher as Vendor’s compensation for Vendor’s referral of a Publisher that actually joins the Program. This compensation may change at any time at MRI’s sole discretion.

d) Agent agrees that MRI will pay a percentage of the monthly spend made by the Advertisers enrolled in the program through the Agent database, as provided for in a specific dashboard accessible to Agent in the Program. The monthly spend is defined as the total figure used by the Advertiser related to the Agent in a campaign, net from refunds and defaults, regardless of any prepayment made by the Advertisers. All payments to Agents are made after thirty (30) days of the end of each month. MRI reserves the right not to disclose to Agent such percentage or its compensation calculation basis. MRI may also change at any time at its sole discretion the calculation criteria and basis of Agent’s compensation. Agent is sole responsible for the relationship with the Advertisers of its database, as well as maintaining and updating Advertisers accounts, and bonding Advertisers to the same responsibilities and obligations of this Terms and Conditions, when applicable. Agent is in no way affiliated, linked or part of MRI nor has any right to the Program. MRI will make no compensation or reimbursement for any Agent for the development of its activities besides those based on the payments made by the Advertisers. The payments to Agent will depend on the activities developed and shall not be equal among Agents. Agent grants MRI full access to the database and agrees that, should any Advertiser pertaining to Agent’s database remains more than 60 days without running a campaign; MRI has the right to directly contact such Advertiser. MRI has the full right to revoke, at its sole discretion, Agent’s relationship. In case of revoking an Agency agreement, the Advertisers database will continue in the Program and MRI will not be liable to any payment to Agent.

MRI acts as an intermediary company, that is, MRI, through its licensed Program, approximate Customers. MRI’s licensed Program makes the match between the advertising positions and the ads. Therefore, advertising revenues attributable to Publisher are billed by MRI to Advertiser, less any percentage paid to Agent, Vendor and/or MRI for the intermediation of the Program. All payments due by MRI to Publisher, Vendor and/or Agent are onlending of the payments received from Advertiser. Thus, MRI payments to Publisher, Vendor and Agent are dependent on payment 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, Vendor and/or Agent shall be postponed until such time as MRI receives Advertiser’s payment. For clarification purposes, payment shall be due to Publisher and Vendor thirty (30) days after the end of each month.

MRI may, at its sole discretion, transfer its credit/billing rights to any third party, independent of any of the other Parties consent.

8 Indemnification.

Customer shall indemnify and defend MRI, Revmob, its partners, agents, affiliates, and 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 partners, agents, affiliates, and licensors shall be deemed third party beneficiaries of the above indemnity. Customer will be sole 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 MRI, Revmob, its partners, personnel, agents, affiliates and/or licensors (“Claim”). Upon receipt of a Claim, MRI, Revmob, its partners, personnel, agents, affiliates and/or licensors will have the unrestricted right to, at its sole discretion, decide for a legal defense, conciliation, arbitration or the immediate payment of the Claim. All costs incurred in the legal defense or payment of a Claim caused by Customer will be of sole responsibility of the Customer that caused the Claim, and shall be reimbursed to MRI, Revmob, its partners, personnel, agents, affiliates and/or licensors within 3 (three) days of the notification sent by MRI, Revmob, its partners, personnel, agents, affiliates and/or licensors to Customer. The reimbursement of a Claim by Customer does not waive Customer of any other penalty and/or compensation provided in this agreement.

9 Miscellaneous.

THE AGREEMENT MUST BE CONSTRUED AS IF ALL PARTIES JOINTLY WROTE IT AND GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, 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 Customers 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. Customers 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. Customers may grant approvals, permissions, extensions and consents by email, but any modifications by Customer to the Terms must be made in a writing executed by both parties. MRI may change these Terms at any time. In the event that any Customer 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 Customer shall immediately ceases 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. 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 Customer 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. Customer may not assign any of its rights hereunder and any such attempt is void. MRI and Customer are not legal partners or agents, but are independent contractors, the reason why no employment relationship shall exist between the MRI and Customer. 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 Customer. Notice to Customer may be effected by sending an email to the email address specified in the Customer's account, or by posting a message to Customer'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 Customer, or as of the date Customer made the first use of the Program, and shall remain in full force and effect for an indeterminate period of time.

II. Software Development Kit Sub-License Agreement

Terms and Conditions

This is the Software Development Kit Sub-License Agreement offered by MRI to Customers (as defined in MRI’s Terms and Conditions available at: https://mobilerepresentationinternational.com/terms_conditions.html

1. Introduction

1.1 This Software Development Kit (referred to in this Sub-License Agreement as the "SDK") is sub-licensed to you subject to the terms of this Sub-License Agreement. This Sub-License Agreement forms a legally binding contract between you and MRI in relation to your use of the SDK.

1.2 “MRI” means the British Virgin Islands company named Mobile Representation International, a company licensed by the Brazilian company Pubmobile Intermediação de Publicidade e Propaganda Ltda. (“RevMob”) to use its Program, as defined in the licensing contract entered by RevMob and MRI and to sub-license the SDK.

2. Accepting this Sub-License Agreement

2.1 In order to use the SDK, you must first agree to this Sub-License Agreement. You are not authorized to use the SDK if you do not accept this Sub-License Agreement.

2.2 You can accept this Sub-License Agreement by:

(i) checking the box or clicking to accept or agree to this Sub-License Agreement, where this option is made available to you; or

(i) by actually downloading or otherwise using the SDK. In this case, you agree that use of the SDK constitutes acceptance of the Sub-Licensing Agreement from that point onwards.

2.3 You may not use the SDK and may not accept the Sub-Licensing Agreement if you are a person barred from receiving the SDK under the laws of the United States, Brazil or other countries including the country in which you are resident or from which you use the SDK.

2.4 If you are agreeing to be bound by this Sub-License Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Sub-License Agreement. If you do not have the requisite authority, you may not accept the Sub-License Agreement or use the SDK on behalf of your employer or other entity.

3. SDK Sub-License from MRI

3.1 Subject to the terms of this Sub-License Agreement, MRI grants you a limited, worldwide, royalty-free, non-assignable and non-exclusive sub-license to use the SDK and related data 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.

3.2 You agree that RevMob, MRI or third-parties own all legal right, title and interest in and to the SDK, including any Intellectual Property Rights that subsist in the SDK. "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 reserves all rights not expressly granted to you herein.

3.3 Except to the extent required by applicable third-party licenses, you may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the SDK or any part of the SDK. Except to the extent required by applicable third-party licenses, you may not load any part of the SDK onto a mobile handset or any other hardware device except a personal computer, combine any part of the SDK with other software, or distribute any software or device incorporating a part of the SDK.

3.4 Use, reproduction and distribution of components of the SDK licensed under an open source software license are governed solely by the terms of that open source software license and not this Sub-License Agreement.

3.5 You agree that the form and nature of the SDK that MRI provides may change without prior notice to you and that future versions of the SDK may be incompatible with applications developed on previous versions of the SDK. You agree that MRI may stop (permanently or temporarily) providing the SDK (or any features within the SDK) to you or to users generally at MRI's sole discretion, without prior notice to you.

3.6 Nothing in this Sub-License Agreement gives you a right to use any of MRI’s or RevMob’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

3.7 You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the SDK.

3.8 You understand that the information provided by the SDK may not be complete or completely reliable. All the information presented in the SDK shall be confirmed by MRI before it is considered final. Therefore, you agree that you shall not take any business decisions based on the SDK information. If you do so, you accept the risks of such decisions as your own.

4. Use of the SDK by You

4.1 MRI agrees that it obtains no right, title or interest from you (or your licensors) under this Sub-License Agreement in or to any software applications that you develop using the SDK, including any intellectual property rights that subsist in those applications.

4.2 You agree to use the SDK and write applications only for purposes that are permitted by (a) this Sub-License Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

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

4.4 You agree that you will not engage in any activity with the SDK, 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.

4.5 You agree that you are solely responsible for (and that MRI nor RevMob have no responsibility to you or to any third-party for) any data, content, or resources that you create, transmit or display through mobile platforms and/or applications for the platform, and for the consequences of your actions (including any loss or damage which MRI or RevMob may suffer) by doing so.

4.6 You agree that you are solely responsible for (and that MRI nor RevMob have no responsibility to you or to any third-party for) any breach of your obligations under this Sub-License Agreement, any applicable third-party contract or Terms of Service, or any applicable law or regulation, and for the consequences (including any loss or damage which MRI or RevMob or any third-party may suffer) of any such breach.

5. Your Customer Credentials as Developer

5.1 You agree that you are responsible for maintaining the confidentiality of any Customer that may be issued to you by MRI or which you may choose yourself and that you will be solely responsible for all applications that are developed under your credentials or with your MRI Account.

6. Privacy and Information

6.1 In order to continually innovate and improve the SDK, MRI may collect certain usage statistics from the software including but not limited to a device identifier, unique or not, MEID, IMEI, MAC Address, Apple’s identifierForVendor, Apple’s identifierForAdvertiser (IDFA), email address, telephone number, iOS's Bundle identifier Name, Android's Package ID App Name on Device, and associated IP address, version number of the software, and any additional information on which tools and/or services in the SDK are being used and how they are being used. You hereby consent the collection and use of such information by MRI or the sharing of this information by MRI with RevMob or its affiliates. MRI may also collect geolocation information, gender, age, and/or any other additional information that the user specifically allows the app and/or website developer to collect, except financial information. You consent the collection and use of such information by MRI, the sharing of this information by MRI with RevMob or any of its affiliates.

7. Third-Party Applications and/or Websites for Mobile Platforms

7.1 If you use the SDK to access applications and/or websites developed by a third-party or that access data, content or resources provided by a third-party, you agree that MRI nor RevMob are not responsible for those applications, data, content, or resources. You understand that all data, content or resources which you may access through such third-party applications are the sole responsibility of the person from which they originated and that MRI nor RevMob are not liable for any loss or damage that you may experience as a result of the use or access of any of those third-party applications, websites, data, content, or resources.

7.2 You should be aware the data, content, and resources presented to you through such a third-party application and/or website may be protected by intellectual property rights which are owned or controlled by the providers (or by other persons or companies on their behalf). You 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 you have been specifically given permission to do so by the relevant owners.

7.3 You acknowledge that your use of such third-party applications, websites, data, content, or resources may be subject to separate terms between you and the relevant third-party. In that case, this Sub-License Agreement does not affect your legal relationship with these third-parties.

8. Using Mobile Platform APIs

8.1 MRI Data APIs

8.1.1 If you use any API to retrieve data from MRI, you acknowledge that the data may be protected by intellectual property rights which are owned by or licensed to MRI or those parties that provide the data (or by other persons or companies on their behalf). Your use of any such API may be subject to additional Terms of Service. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this data (either in whole or in part) unless allowed by the relevant Terms of Service.

8.1.2 If you use any API to retrieve a user's data from MRI, you acknowledge and agree that you shall retrieve data only with the user's explicit consent and only when, and for the limited purposes for which, the user has given you permission to do so.

9. Terminating this Sub-License Agreement

9.1 This Sub-License Agreement will continue to apply until terminated by either you or MRI as set out below.

9.2 If you want to terminate this Sub-License Agreement, you may do so by ceasing your use of the SDK and any relevant credentials.

9.3 MRI may at any time, terminate this Sub-License Agreement with you if:

(i) you have breached any provision of this Sub-License Agreement; or

(ii) MRI is required to do so by law; or

(iii) the partner with whom MRI offered certain parts of SDK (including but not limited to APIs) to you has terminated its relationship with MRI or ceased to offer certain parts of the SDK to you or MRI; or

(iv) MRI decides to no longer provide the SDK or certain parts of the SDK to users in the country in which you are resident or from which you use the service, or the provision of the SDK or certain SDK services to you by MRI is, in MRI's sole discretion, no longer commercially viable or desirable.

9.4 When this Sub-License Agreement comes to an end, all of the legal rights, obligations and liabilities that you and MRI have benefited from, been subject to (or which have accrued over time whilst this License Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 14.7 shall continue to apply to such rights, obligations and liabilities indefinitely.







12. Indemnification

12.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless MRI, its affiliates, owners and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) your use of the SDK, (b) any application you develop on the SDK that allegedly infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you with any provision of this Sub-License Agreement.

13. Changes to the Sub-License Agreement

13.1 MRI may make changes to the License Agreement as it distributes new versions of the SDK. When these changes are made, MRI will make a new version of the License Agreement available on the website where the SDK is made available.

14. General Legal Terms

14.1 This Sub-License Agreement constitutes the whole legal agreement between you and MRI and governs your use of the SDK (excluding any services which MRI may provide to you under a separate written agreement), and completely replaces any prior agreements between you and MRI in relation to the SDK.

14.2 You acknowledge and agree that each member of the group of companies of which MRI is the parent or a subsidiary shall be third-party beneficiaries to this Sub-License Agreement and that such other related companies shall be entitled to directly enforce, and rely upon, any provision of this Sub-License Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third-party beneficiaries to this Sub-License Agreement.

14.3 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Sub-License Agreement is invalid, then that provision will be removed from this Sub-License Agreement without affecting the rest of this Sub-License Agreement. The remaining provisions of this Sub-License Agreement will continue to be valid and enforceable.

14.4 You agree that if MRI does not exercise or enforce any legal right or remedy which is contained in this Sub-License Agreement (or which MRI has the benefit of under any applicable law), this will not be taken to be a formal waiver of MRI's rights and that those rights or remedies will still be available to MRI.

14.5 The rights granted in this Sub-License Agreement to you may not be assigned or transferred without the prior written approval of MRI. Nor shall you be permitted to delegate any responsibilities or obligations under this Sub-License Agreement without the prior written approval of MRI. MRI many assign, sub-license, or otherwise transfer in whole or part any right or responsibility contained herein to any other party upon providing written notice to you of such assignment, sub-license, or other transfer thereof.

14.6 This Sub-License Agreement, and your relationship with MRI under this Sub-License Agreement, shall be governed by the laws of the State of São Paulo, Brazil, São Paulo, without regard to its conflict of laws provisions that would make any other laws eventually applicable. You agree to submit to the exclusive jurisdiction of such courts to resolve any legal matter arising from this License Agreement. Notwithstanding this, you agree that MRI and RevMob shall still be allowed to apply for injunctive or other legal remedies (or an equivalent type of urgent legal relief) in any jurisdiction.


Last update: September 23, 2016