Terms and Conditions of Use (“agreement”)

The Terms and Conditions of Use (this "Agreement") is a legal agreement that explains the terms and conditions that Publishers must comply with when using the Monedata Software.

In this Agreement, "We", "Our", or "Us" refer to Monedata; and “you” or “your” refer to you, the Publisher. Each a “Party”, and together the “Parties”.

This Agreement incorporates our Privacy Notice found at https://monedata.io/privacy-notice and

our Data Processing Agreement which includes our EU Model Clauses for customers outside of EEA.

PLEASE READ THIS AGREEMENT CAREFULLY because it affects your rights and liabilities under the law. By use Monedata platform you confirm that you have read and agreed to be bound by this Agreement. If you do not agree with this Agreement, you cannot use or access the Monedata Software and SDK Data.

RECITALS:

1. We created a Software that collects Software Development Kit Data (SDK Data) from mobile phones of the Subscribers, to be provided to Companies (“Services”).

2. In consideration of certain payments under this Agreement, you agree to install the SDK, and We agree to license the SDK to you, for you to distribute the Software to your Subscribers and allow Us to collect SDK Data from the Subscribers’ devices.

3. You agree to obtain all legally required consents from Subscribers for the collection and use of SDK Data and discharge their legal obligations to such Subscribers.

4. By entering into the Agreement, Client is entering into EU Standard Contractual Clauses as set out in the applicable The Terms and Conditions of Use Exhibit (EU SCC).

1. DEFINITIONS

1.1. “Authorised App” - an application you published containing the embedded Software by means of the SDK, that meets the requirements, and does not contain inappropriate content;

1.2. “Data Protection Laws” - European Union Regulation 2016/679 (the “General Data Protection Regulation” or “GDPR”), and any subsidiary legislation for domestic purposes;

1.3. “Feed” - the data provided to Us by Subscribers through an Authorised App;

1.4. “Intellectual Property Rights” or “IPRs” - without limitation, all present and future rights title and interest throughout the world in to or arising out of all forms of intellectual property;

1.5. “Materials” - information relating to the Software for the purposes of understanding it and the SDK;

1.6. “Permitted Use” - background use of the Software in the mobile phone of a Subscriber as part of an Authorised App;

1.7. “Monedata Assets” - the SDK, Software, Materials, Services, Retained Property (data, maps, charts, analysis and other copyright material and trademarks), Feed, any SDK Data, and any and all updates and revisions to any of the foregoing;

1.8. “SDK Data” - data provided as part of the Feed;

1.9. “Subscribers” - users who are active subscribers and access the Authorised App in the Territory and contribute data to the Feed.

A valid subscriber:

1.9.1. is not (to your knowledge) under 16 of age;

1.9.2. consents to the processing by Us of his or her personal data;

1.9.3. provides all the permissions and any others which may be required from time to time;

1.9.4. successfully contributes SDK Data to Us at least once in each calendar month; 1.9.5. provides correct location data;

1.9.6. has an active cellular connection and does not prevent the Authorized App from accessing the cellular network; and

1.9.7. does not already have the SDK on their mobile device.

1.10. “Requirements” - Our technical requirements with which an App embodying the Software must comply;

1.11. “Territory” - the territory from where Monetizable Data is gathered and where you may exercise the rights granted under this Agreement;

2. GRANT OF RIGHTS

2.1. We grant you the non-exclusive, non-transferable, non-sublicensable, royalty free, fully paid-up right and license during the Term in the Territory to:

2.1.1. use the SDK to embed the Software into your Authorised App; and

2.1.2. distribute the Authorised App containing the Software to Subscribers for Permitted Use.

2.2. You and your Subscribers will have no right to receive, access or use any Monedata Assets other than the SDK and Software.

2.3. The SDK and Software are licensed under this Agreement, not sold. All rights not expressly granted are hereby reserved.

2.4. We will be entitled to collect the SDK Data and to use it in accordance with the Privacy Policy.

3. FEES AND PAYMENT TERMS

3.1. In consideration for and as full and complete payment for the Services, you will receive the Fees.

3.2. The Fees are based on the valid Monetizable Data of Daily Active Users and Monthly Active Users in the Territory and during the Term as usable by the Company (“Monetizable Data”). Thus, not all data will be usable and monetizable.

3.3. We reserve the right to decide, based on our own formula and qualifications, the Company/ies with which you can monetize the Monetizable Data.

3.4. The Fees will be calculated at the rate of 80% of the revenue that the Company has paid based on the Monetizable Data generated from your Authorised App during each calendar month.

3.5. The Fees are payable once a month, 45 days after the last day of the month when the Monetizable Data was generated, provided that We receive the corresponding revenue payments from the Company.

3.6. If a Company has not yet paid the corresponding revenue for a monthly period, the Fees will be paid to you on the next payment cycle following Our receipt of the

corresponding revenue payments from the Company.

3.7. We will facilitate the payment of the Fees if and when the cumulative total amount of Fees owing to you is at least EUR 150.

3.8. We will not be obliged to pay you any amount that is:

3.8.1. for less than EUR 150, unless agreed by the Parties; or

3.8.2. incorrect; or

3.8.3. non-compliant with the requirements of this Agreement.

3.9. We will not be obliged to pay you any Fees if you uninstall the SDK or cause the Feed not to be provided from Subscribers’ devices to Us other than in accordance with clause 15.

3.10. You will provide Us with your valid, current, and up-to-date payment information, including your Value Added Tax registration number, to enable Us to facilitate the payment of the Fees due to you. You agree and acknowledge that your failure to provide such information can lead to failure of payment and/or VAT withholding. We have no liability for any failure of payment and/or VAT withholding caused by your failure to provide your valid, current, and up-to-date payment information.

3.11. The amount of all Fees will be inclusive of any tax, levy or similar governmental charge that may be assessed by any jurisdiction, and including without limitation all sales, use, excise, import or export, value added, governmental permit fees, license fees, and customs (“Taxes”). You will not be entitled to add any taxes in addition to the amount notified to you by Us.

3.12. If, as a result of any tax or levy, We will be required to withhold any amount from any Fees paid to you, then the amount of such withholding will be reduced from the next Fees.

3.13. The remaining 20% of the revenue from the Company will constitute the management fee due to Us.

3.14. We may change rates and percentages in this Agreement, provided that We give you a 30-day notice of the changes. Your continued use of the Software or SDK shall constitute your agreement to the changes.

3.15. In the event that you breach any of the obligations contained in 7.2, you will refund to Us any amounts of Fees in relation to data provided in breach of any such provisions.

4. OWNERSHIP

4.1. All IPRs in all Monedata Assets are and will remain wholly, solely and exclusively Our property.

4.2. We will be entitled to use the Monedata Assets to provide Services to third parties without any restriction or payment whatsoever.

5. MONEDATA OBLIGATIONS

5.1. Upon full execution of this Agreement, We will provide you a copy of the SDK in object code only and a license key with which to authorise your use.

5.2. You will not reproduce or redistribute the SDK or Software and will keep it and the license key safe, and secure and not disclose the SDK or licence key to any third party.

5.3. The payments under clause 3 will be the full consideration payable from Us to you for the use of the SDK, for the inclusion and distribution of Software in any Authorised App, for the creation and distribution of any App to Subscribers and for the provision of the Feed.

6. PUBLISHER OBLIGATIONS

6.1. You will install the SDK, distribute the Software, and ensure that the SDK Data is collected from any Subscriber who use the Authorised App, provide the permissions and consents for access to their phone functionalities and for the processing of the SDK Data, and ensure that the Feed collected from such Subscribers and the relevant SDK Data are transferred to Us.

6.2. In the event that We later provide an updated or modified version of the Software, within 30 days of its receipt from Us, you will update the Authorised App with it.

6.3. Subject to the express rights granted to you under clause 5, you will not and will not authorise any third party, including Subscribers, to publish, distribute, copy, store or reproduce any Monedata Assets.

6.4. You will not modify or seek to circumvent any technological limitations in the SDK or Software.

6.5. You will not reverse engineer, decompile or disassemble the SDK or Software.

6.6. All Subscribers must agree to written end user licence terms and conditions for use of such Authorised App containing the Software that are no less protective of the Software than your terms and conditions protecting licensed use of your Authorised App..

6.7. You will first obtain from all Subscribers all necessary permissions and consents in accordance with applicable law and regulation so as to ensure that the operation of the Software as part of the Authorised App together with Our receipt and use of the Feed for any and all purposes is lawful and not an infringement of the rights of persons or other entities providing such information.

6.8. You will not use the SDK or Software to create similar or competing software or services or for any other purpose not expressly permitted under this Agreement.

6.9. It is your responsibility to be updated with and you agree to comply with the privacy policies and regulations of Google Play, other platforms and other laws applicable in your Territory. In case your Authorized App is removed from Google Play or other platforms because of your failure to comply with such policies, laws and regulations, We will not be responsible for any damage, loss of income, user complaint arising from such removal.

7. USE OF SDK DATA

7.1. For the purpose of the Data Protection Laws, in respect of any personal data contained in the SDK Data, the Parties agree and acknowledge that they are joint controllers of the data (as such term is used in the Data Protection Laws).

7.2. The Parties agree to discharge their obligations to Subscribers in relation to the use of their personal data as set out in the Privacy Policy.

7.3. In the event that you are unable to comply with the Privacy Policy or any privacy requirement of this Agreement, you will promptly notify Us and take reasonable and appropriate steps to remedy any non-compliance.

7.4. Where consent has been granted by a Subscriber, you will cause the Authorised App to transfer the Feed to Us. Where any Subscriber withdraws his or her consent to the collection and processing of their personal data, you will ensure that no further SDK Data relating to the Subscriber is collected from that Subscriber’s device or transferred to Us.

7.5. You will be responsible for maintaining logs of Subscribers’ consents granted and withdrawals, and will retain such logs for as long as the Subscriber continues to use the Authorised App and for a period of at least three (3) years thereafter. You will provide copies of such logs to Us on request. Following the termination or expiry of this Agreement, you will continue to maintain logs of consents for three (3) years and will give Us 30 days written notice before disposing of such consent logs and if required will provide Us the records of such logs.

7.6. We will use the SDK Data only for the purposes set out in the Privacy Policy.

7.7. The Parties agree and acknowledge that (except as provided in this Agreement) they are not mutually responsible for each other’s compliance or failure to comply with their obligations as controllers of personal data under the Data Protection Laws and neither Party assumes any liability to Subscribers or any other third party in respect of the other Party’s compliance or failure to comply with any of its obligations under the Data Protection Laws.

8. COOPERATION AND OBLIGATIONS TO DATA SUBJECTS

8.1. Each Party, at the other Party’s reasonable request (“Requesting Party”), will, so far as reasonably possible given the purpose of the processing, at its own cost, assist the Requesting Party in ensuring compliance with the Requesting Party’s obligations under the Data Protection Laws.

8.2. A Party that receives a request, inquiry or complaint from a Subscriber or any data subject will provide details of such request, inquiry or complaint to the other Party as soon as practicable including any information reasonably requested by the other Party and the Parties will cooperate with each other.

8.3. In the event that either Party becomes aware of a Data Breach affecting the personal data of a Subscriber, it will notify the other Party without undue delay.

8.4. Clause 8.1 will not be construed as requiring a Party to modify its automated processes, computer systems or databases or to develop new processes, computer systems or databases for the purpose of providing the requisite assistance; but a Party will not unreasonably refuse to make minor changes to its systems where this would be proportionate and reasonable. Where a Party agrees to make such modifications or developments in response to the other Party’s request, the Requesting Party will bear the costs of doing so.

8.5. The provisions of this clause will survive the termination of this Agreement for a period of six (6) years from its termination or expiration.

9. WARRANTIES

9.1. Each Party represent and warrant that:

9.1.1. It has all the rights, power and authority required to enter into this Agreement as a binding contract, and grant all the rights granted under it, and perform all of their obligations under it; and

9.1.2. Its execution and performance of this Agreement will not violate any agreement to which it is otherwise bound nor the rights of any third party.

9.2. You represent and warrant that you will not yourself and will not authorise any third party to use the SDK and/or Software in any way that is not expressly authorised by this Agreement.

9.3. You represent and warrant that you will not publish or distribute the SDK or Software except to the extent necessary and permitted by clause 11.2(b) or 11.3.

9.4. You represent and warrant that to your knowledge and belief, (a) the Authorised App does not infringe any third party’s IPRs, and (b) you have not received notice of any such claim.

9.5. The SDK and Software are provided “as is”. It is your responsibility to ensure that they meet the Requirements. You confirm that you do not rely on any representations, warranties or covenants except the warranties made expressly hereunder. This sub clause is a limited warranty. We do not make any other warranties, express, implied, statutory or otherwise, and hereby expressly disclaims all other warranties, including but not limited to the implied warranties of title, merchantability, and fitness for a particular purpose with respect to the SDK and Software.

9.6. You will, at your own expense (a) defend Us against any third party claim, suit, or action brought against it, caused by a breach of your warranty, and (b) indemnify Us from the resulting costs and damages finally awarded against Us to the third party

making such claim by a court of competent jurisdiction or agreed to in settlement with regard to any such Infringement Claim.

9.7. You will indemnify Us and will keep Us indemnified on demand against any loss, damage, liability or costs (including reasonable legal costs) arising to Us out of any claim, complaint, proceedings, inquiry or investigation alleging or arising from the allegation or suspicious that you have violated this Agreement.

9.8. The foregoing will not restrict Us from having independent representation in relation to any claim or other proceeding to which the indemnities apply.

10. LIMITATION OF LIABILITY

10.1. Nothing in this Agreement will exclude or limit the liability of either Party for their own acts of fraud (including fraudulent misrepresentation) or for death or personal injury caused by their negligence.

10.2. Subject to the immediately preceding clause, and except in the case of your indemnity obligations, neither Party will be liable, in contract, tort or negligence or for pre-contract or other representations or for breach of statutory duty or in any other way for any incidental, indirect, special, consequential, exemplary or punitive loss or damages, including without limitation, loss of profits, contracts, business, opportunities or anticipated savings or for any loss of data, goodwill or reputation.

10.3. Our maximum aggregate liability arising out of or in connection with this Agreement will in no event exceed the total amount of the fees paid by Us to you in the calendar quarter immediately preceding the event first giving rise to liability.

11. CONFIDENTIAL INFORMATION

11.1. As used in this Agreement "Confidential Information" will mean all information disclosed by either Party marked confidential.

11.2. Each Party (a) will keep in strictest confidence all Confidential Information of the other Party, (b) will not disclose or make use of any such information (save for the sole purpose of performing its obligations under any agreement between the Parties) and will only permit access to Confidential Information of the other Party to those of its employees, officers, and directors having a need to know, in each case on a confidential basis, and (c) will be fully responsible for any breach of this Agreement by any person to whom it disclosed the other Party’s Confidential Information.

11.3. The obligations contained in this clause 11 will continue notwithstanding termination of this Agreement but will not apply to information that:

11.3.1. is or becomes part of the public domain through no act or omission of the Receiving Party;

11.3.2. was in the Receiving Party's lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; or

11.3.3. is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or

11.3.4. is independently developed by the Receiving Party without use of, or reference to, the Disclosing Party’s information; or

11.3.5. is required to be disclosed pursuant to law or the order of a court or governmental authority.

12. PERMITTED USE AND DISCLOSURE

12.1. The Receiving Party may only disclose or divulge the Confidential Information on a need-to-know basis (whether directly or indirectly and by whatever means or method) with a notification and consent of the Disclosing Party to:

12.1.1. those whose review is necessary for business activity with regard to the Confidential Information; or

12.1.2. such consultants, representatives or other third-party agents whose review is necessary for business activity with regard to the Confidential Information, that such consultants, representatives, or third-party agents are subject to a written agreement or are otherwise under a professional obligation of confidentiality to the Receiving Party.

13. OBLIGATION OF NON-DISCLOSURE AND NON-USE

13.1. You will have no right to use Our name, brand, getup, logo, likeness, trade names, trademarks, service names, or service marks except to identify Us in consent statements relating to the collection of the SDK Data and in the privacy policy.

13.2. The provisions of this clause will survive the termination of this Agreement for a period of five (5) years from its termination or expiration.

14. TERM

14.1. This Agreement will commence on the Effective Date above and it will continue in full force and effect throughout the Territory for the Term subject always to its termination.

15. TERMINATION

15.1. We may terminate this Agreement without cause by giving you not less than 3 months prior written notice.

15.2. You may terminate this Agreement without cause by giving Us not less than 12 months prior written notice.

15.3. In either case, this Agreement, will remain in effect, unchanged, during the notice period.

15.4. This Agreement may be terminated by either Party as follows:

15.4.1. With immediate effect if the other has committed a remediable material breach and failed to remedy the same within 30 days of receipt from the other of a written notice clearly identifying the nature of the breach and requiring it to be rectified;

15.4.2. With immediate effect, if the other has committed an irremediable material breach of this Agreement, upon remittance of a written notice specifying the nature of such breach;

15.4.3. With immediate effect, if you have breached the Privacy Policy.

16. CONSEQUENCES OF TERMINATION

16.1. On termination of this Agreement,

16.1.1. You will immediately cease any use of the SDK and will make available to Subscribers an update of the Authorised App which does not incorporate the Software;

16.1.2. You will ensure that the Feed is no longer collected from Subscribers through the Authorised App;

16.1.3. You will amend all notices and statements displayed in or in connection with the Authorised App (including in any related websites) to remove any references to Us including amending the Privacy Policy and removing any Monedata privacy policy displayed or linked in the Authorised App;

16.1.4. All rights granted hereunder in relation to the Software and the SDK will immediately cease, and you will immediately cease and desist from further use of the SDK and Software and further distribution of the Software; provided that We acknowledge that Subscribers may continue to use Authorised App incorporating the Software that were distributed before termination until they install an updated version of the Authorised App which does not incorporate the Software;

16.1.5. Except as provided in clause 3.9, Our obligation to pay Fees will immediately cease without prejudice to Our obligation to pay any then outstanding, undisputed invoices; and

16.1.6. Each Party will promptly return to the other Party or destroy all of the other Party’s Confidential Information in its power possession custody or control, except that neither Party will be required to destroy electronic copies of the other Party’s Confidential Information that were created under an automatic archiving or backup procedure. Confidential Information retained under the exception in the immediately preceding sentence will remain subject to clause 11.

16.2. The termination or expiry of this Agreement will not affect any rights or obligations of either Party accrued by the date of termination or expiry.

16.3. For the avoidance of doubt, the termination of this Agreement will not require Us to delete, destroy, modify, or return any SDK Data (or any part of the Feed) that was lawfully received by Us in accordance with this Agreement or any derivative work based on such data.

16.4. The termination or expiry of this Agreement will not affect the provisions of this Agreement intended by their nature to continue or expressly stated to continue to apply after termination and in particular will not affect the provisions of clauses 1, 4.1, 4.2, 8.1, 8.2, 8.3, 8.4, 10, 11, this clause 16 and the provisions of clause 17 below.

17. GENERAL

17.1. The Parties will keep the existence and terms of this Agreement and your use of the SDK, Software and Materials strictly confidential and not make any public comment or disclosure of any description about it, subject to clause 12.

17.2. Amendments. No amendment of this Agreement will be binding, unless executed in writing by both Parties.

17.3. Waivers. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorised representative on behalf of the Party claimed to have waived.

17.4. Assignment. This Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns. You may not assign this agreement without Our consent. We may freely assign this Agreement without your consent.

17.5. Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to unforeseen events, and which are beyond the reasonable control of the Parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government, or the availability of the internet, in so far as such an event prevents or delays the affected Party from fulfilling its obligations and such Party is not able to prevent or remove the force majeure at reasonable cost.

17.6. Independent Contractors. The Parties are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party’s behalf.

17.7. Notices. Any notice or other communication under this Agreement given by either Party to the other will be deemed to be properly given if given in writing and delivered in person or by e-mail, if acknowledged received by return e-mail or followed within one day by a delivered or mailed copy of such notice, or if mailed, properly addressed and stamped with the required postage, to the intended recipient at its address specified in the introductory clauses of this Agreement. E-mail notices sent to either Party will be sent to the email address notified to the other Party by the Receiving Party for that purpose from time to time. Either Party may from time to time change its addresses for notices under this Section by giving the other Party notice of the change in accordance with this clause.

17.8. Severability. If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.

17.9. Entire Agreement. The Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.

17.10. The Parties intend that no term of the contract made by this Agreement may be enforced by any person who is not a party to it. The Parties reserve the right to agree to rescind or vary this Agreement without the consent of any other person.

18. DISPUTE RESOLUTION AND GOVERNING LAW

18.1. Any dispute or complaint arising out of or in connection with this Agreement will be notified to the other Party by written notice (“Dispute Notice”) (the date of its remittance being the “Dispute Notice Date”). The Parties will meet and attempt to resolve the notified dispute/complaint within five (5) business days of the Dispute Notice Date and if unable or unwilling to do so then either Party will be entitled to pursue such lawful remedies as they may possess including court proceedings.

18.2. This Agreement will be governed by and construed in accordance with the laws of Estonia whose courts will have exclusive jurisdiction over any and all disputes arising out of or in connection with it.

CONTACT US

RUHNU DYNAMICS OÜ is a company incorporated under the laws of Estonia, with Registration Number 14734800 and registered office at Lõõtsa in 5-11, Tallinn, 11415. We are a mediation platform between data Publishers and Companies.

https://monedata.io

[email protected]