Terms and conditions which apply to the use of Monedata SDK

THE MONEDATA SDK IS MADE AVAILABLE BY MONEDATA LIMITED. (“ MONEDATA”).

BEFORE YOU (“ YOU” OR “ PUBLISHER”) USE THE MONEDATA SDK PLEASE READ ALL OF THE TERMS AND CONDITIONS SET OUT IN THIS SERVICE AGREEMENT WITH PUBLISHERS (“ AGREEMENT”).

BY CLICKING THE “I AGREE” BUTTON OR BY USING ANY PART OF THE MONEDATA SDK, YOU AGREE (ON BEHALF OF YOURSELF AND/OR YOUR COMPANY) TO THIS AGREEMENT AND THE PUBLISHER GUIDELINES AND POLICIES THIS AGREEMENT TAKES LEGAL EFFECT BETWEEN YOU AND MONEDATA ON THE EARLIER OF THE DATE YOU CLICK “I AGREE”, OR THE DATE YOU START TO USE THE MONEDATA SDK (“ START DATE”).

Definitions
1. “Confidential Information” means any and all commercially sensitive information disclosed by Monedata to the Publisher, including without limitation the Monedata SDK, the features and functionality of the Monedata Platform and the results and performance of the Monedata Materials. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the Publisher; (ii) is known by the Publisher at the time of disclosure without an obligation of confidentiality; or (iii) the Publisher lawfully obtains from a third party without restriction on use or disclosure.
2. “End Users” means a user of any Publisher Apps.
3. “Monedata Platform” means the platform and/or website which is accessed by the Publisher for registration of the Publisher App and which contains the instructions on how to implement the Monedata SDK in their app code.
4. “Monedata SDK” means the software development kit and any other software including the Partner SDKs, whether source code or object code that may be provided by Monedata to the Publisher with the software development kit (including any updates).
5. “Partner” means a third party which has an agreement with Monedata in respect of the Monedata SDK and the capture of certain information from the Publisher Apps. A list of Partners are here.
6. “Partner SDKs” means the software development kit belonging to a Partner containing functionality to capture background data including device type, network speed, coverage and other statistical data.
7. “Publisher Apps/Publisher’s App” means the mobile application(s) owned and/or controlled by Publisher for which Publisher wishes to use the Monedata SDK.
Grant of Licence
1. Subject to the terms and conditions of this Agreement, Monedata grants to you a worldwide, non-transferable non-exclusive license to download and:
  1. use the Monedata SDK internally for the sole purpose integrating the Monedata SDK with the Publisher Apps;
  2. use certain portions of the Monedata SDK solely as required for the Publisher’s distribution of the Publisher’s Apps, but only in the manner stipulated by Monedata and in accordance with any instructions provided by Monedata;
  3. use any provided documentation for internal purposes only and for the sole purpose of exercising the licence granted in this Agreement.
2. You agree that Monedata and our Partners can access the Publisher Apps by any means and agree to the collection of data from the Publisher Apps by Monedata and where applicable, by our Partners. The collection of this data will provide the basis upon which you will receive a percentage of the revenue we receive. See “ Fees” below.
Licence Restrictions
1. You have no rights or ownership of the Monedata SDK or any documentation (collectively, the “ Monedata Materials”) except as expressly provided in this Agreement.
2. You may not:
  1. copy, distribute, rent, lease, sublicense, transfer or make the Monedata Materials available to any third party;
  2. decompile, reverse engineer, or disassemble the Monedata Materials;
  3. create derivative works based on the Monedata Materials;
  4. modify, remove, or obscure any copyright, trademark, notices or marks that appear on the Monedata Materials;
  5. misuse the Monedata Materials or interfere in any way with the Monedata Platform;
  6. use the Monedata Materials in any way that breaches any applicable local, national or international law or regulation;
  7. knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware; or
  8. use the Monedata Materials to upload terrorist content; or
  9. use the Monedata Materials in any way that is unlawful or fraudulent or has any unlawful or fraudulent effect.
3. You must:
  1. follow the instructions and comply with all rules provided by Monedata to you when you access and interface with the Monedata SDK;
  2. ensure that no artificial or false data is created to increase fees due to you under this Agreement;
  3. comply with the Monedata Publisher Guidelines and Policies.
4. Any distribution of the Monedata Materials to an End User permitted under this Agreement is subject to the Publisher ensuring that the restrictions set out above are binding on an End User.
5. The Publisher Apps must not breach any applicable laws, including any intellectual property laws, regulations or generally accepted practices or guidelines in the applicable jurisdictions or disable, unduly burden or unreasonably interfere with software, hardware, data, systems, services, or networks belonging to a third party or an End User.
Intellectual Property Rights and Ownership
1. Nothing in this Agreement shall transfer the intellectual property rights belonging to one party on or before the Start Date to the other party.
2. Monedata retains all right, title and interest in and to:
  1. the Monedata Platform;
  2. the Monedata Materials; and
  3. any other materials created, developed or provided by Monedata in connection with this Agreement, including all intellectual property rights related to each of (i) to (iii).
3. You warrant that you own (or are validly licensed) all rights, title and interest to and in the Publisher Apps and you retain all right, title and interest in and to such Publisher Apps, including all intellectual property rights.
4. All ownership rights, title, and interest in and to any third party software, including Partner SDKs, including all intellectual property rights therein, will remain and belong exclusively to such third party or, if open source software, as designated in its license terms.
Using Unique Identifiers and other End User Information.
1. The Publisher acknowledges that non-personally identifiable unique identifiers and other technologies may be used in connection with the Monedata SDK to enable the collection and use of data from End Users and their devices. Monedata will only use the information it collects from End Users in accordance with the Monedata Privacy Policy and the Partners’ privacy policies, which are available here (as updated from time to time) and incorporated by reference into this Agreement.
2. You agree to use the notice Monedata provides to you that states that the Publisher Apps contains the Monedata SDK and Partner SDKs. Monedata will provide you with a list of the Partners used in relation the Monedata SDK which must be available to End Users.
Support
1. Monedata has no obligation under this Agreement to provide any upgrades, patches, enhancements, fixes or any other support for the Monedata Platform or Monedata Materials.
2. Monedata may extend, enhance, or otherwise modify the Monedata SDK at any time without notice. If updates are made available by Monedata, the terms of this Agreement will govern such updates.
3. Although Monedata is not obligated to provide any maintenance, technical or other support for the Monedata SDK, it may in its sole discretion provide limited technical support in helping to integrate the Monedata SDK and addressing any privacy-related questions.
4. You acknowledge that Monedata has no obligation to announce or make available any updates to the Monedata SDK.
Term and Termination

This Agreement commences on the Start Date and is effective until terminated.
1. Termination by Monedata
  
  Monedata may terminate this Agreement at any time by providing thirty (30) days’ notice to the Publisher. In addition, Monedata may terminate this Agreement and the licences granted immediately if (i) the Publisher breaches any provision of this Agreement or does not comply with any of our Publisher Guidelines and Policies (ii) suffers an event of insolvency (iii) there is inactivity on your account on the SDK Platform (iv) we have reasonable reasons for termination of this Agreement immediately.
2. Termination by Publisher
  
  You may terminate this Agreement and the licenses granted herein at any time by ceasing use of the Monedata Platform and Monedata Materials and destroying or removing from all hard drives, networks, and other storage media all copies of the Monedata Materials.
3. Effect of Termination
  
  Clauses 4, 8, 9 and 12 shall survive any expiration or termination of this Agreement. The termination of this Agreement shall be without prejudice to the rights and remedies of either party which may have accrued up to the date of termination.
Confidentiality

You shall not use the Confidential Information except as necessary to exercise your rights or perform your obligations under this Agreement. You shall not disclose the Confidential Information to any third party except to those of its employees, subcontractors, and advisers that need to know such Confidential Information for the purposes of this Agreement, provided that each such employee and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions the same as or similar to those set out in this Agreement.
Limitation of Liability

In no event will Monedata’s aggregate liability under this agreement exceed the greater of USD $10,000 (ten thousand US dollars) and the total fees payable by the Publisher to Monedata under this Agreement during the twelve months immediately preceding the date the claim first arose.
Exclusion of Liability and Disclaimer
1. THE MONEDATA SDK IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. MONEDATA DOES NOT WARRANT THAT THE USE OF THE MONEDATA SDK WILL NOT INFRINGE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. MONEDATA DOES NOT WARRANT THAT THE MONEDATA SDK IS ERROR FREE AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE MONEDATA SDK, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF A COURSE OF DEALING NO INFORMATION OR ADVICE GIVEN BY MONEDATA OR ITS REPRESENTATIVES, WHETHER ORAL OR WRITTEN, SHALL CREATE ANY REPRESENTATION OR WARRANTY. FOR THE AVOIDANCE OF DOUBT MONEDATA IS NOT RESPONSIBLE FOR ANY TECHNICAL OR OTHER ISSUES WHICH YOU, AN END USER OR THE PUBLISHER APP MAY EXPERIENCE IN CONNECTION WITH THE PUBLISHER APP WHILE THE MONEDATA SDK IS INCORPORATED IN SUCH APP OR APPS, NOR DOES MONEDATA OWE YOU ANYTHING IF MONEDATA REMOVES THE MONEDATA SDK.
2. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MONEDATA BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR FOR LOSS OF PROFITS (WHETHER DIRECT OR INDIRECT), LOSS OF DATA, BUSINESS INTERRUPTION, OR WASTED MANAGEMENT TIME OR EXPENSES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR AN INABILITY TO USE THE MONEDATA SDK, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHERWISE ARISING OUT OF THE USE OF THE MONEDATA SDK UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, HOWEVER CAUSED AND IRRESPECTIVE OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) EVEN IF MONEDATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. You agree that you are solely liable for any breach of your obligations under this Agreement or any applicable laws or regulations, and for the consequences of any such breach.
Indemnification.

You agree to indemnify, defend and hold harmless Monedata from any claims, damages, liabilities, losses, costs, suits or expenditures incurred by Monedata, as a result of any infringement or alleged infringement of intellectual property rights of a third party caused by or arising out of, resulting from, or related to failure to comply with the terms of this Agreement.
Fees
1. You will be paid based on the (cost per mille/thousand) CPM calculations made by our Partners only if and when Monedata determines that you and the Publisher App have remained compliant with this Agreement and the Publisher Guidelines and Policies.
2. For Publishers registered in the UK which have a VAT number, Monedata will add the VAT amount (currently 20% as of 2023) to their payments from Monedata. However, no VAT or similar will be added for Publishers outside of the UK.
3. Payments will be calculated solely based on Monedata’s and its Partners accounting rules. You acknowledge and agree that you are only entitled to payment for the data collected using the Monedata SDK for which Monedata has been paid by its Partners. If for any reason, Monedata does not receive payment from Partners, you are not entitled to be paid for any associated use of the Monedata SDK. If a Partner delays payment to Monedata in connection with data collected from your Publisher App, Monedata reserves the right to also delay payment to you.
4. Monedata operates on a 70:30 ratio revenue sharing basis payable on a NET45 basis. This means that Monedata retains 30% of all revenue received from Partners in connection with the collection of data from each Publisher App. This 30% is retained as commission in return for the provision of the Monedata SDK, the Monedata Platform, and other services including without limitation any materials and support provided to you.
5. Monedata has the right to withhold or adjust payments to you to exclude any amounts Monedata identifies arise from void or unacceptable activity. Unacceptable activity is explained in detail in our Publisher Guidelines and Policies.
6. As between you and Monedata, Monedata is responsible for all taxes (if any) associated with the transactions between Monedata and its Partners. You are responsible for all taxes (if any) associated with the Publisher Apps which incorporates the Monedata SDK, other than taxes based on Monedata’s net income. All payments to you from Monedata in relation to the Monedata SDK will be treated as inclusive of tax (if applicable).
General
1. Each of the parties shall pay any costs and expenses incurred by it in connection with this Agreement.
2. If any provision of this Agreement is declared by any judicial authority to be void, voidable, illegal or otherwise unenforceable, the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality and the remaining provisions of this Agreement shall remain in full force and effect.
3. This Agreement may be supplemented by schedule(s). Any schedule shall form an integral part of this Agreement. If there is any conflict or ambiguity between a term set out in a schedule and these Terms and Conditions, a term set out in a schedule shall have priority over these Terms and Conditions.
4. Each party acknowledges that this Agreement (including any schedule) contains the whole agreement between the parties and supersedes any prior agreement between the parties, whether written or oral.
5. The failure by either party to enforce at any time or for any period any one or more of the terms and conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.
6. Any variation of this Agreement shall be effective only if it is in writing, refers specifically to this Agreement and is duly executed by each of the parties to this Agreement.
7. Neither party will be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, internet or telecommunications failures, shortages of or inability to obtain labour, energy, or supplies, war, terrorism, riot, acts of God or governmental action, acts by hackers or other malicious third parties and problems with the Internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.
8. This Agreement shall be governed by the laws of England and Wales (“England”) and the courts of England shall have exclusive jurisdiction in respect of any proceedings arising out of or in connection with this Agreement.

This version was last updated on 22 May 2023.