Terms of Service

Effective from: November 7, 2024 (Effective Date) 

1. AUTHORITY AND BINDING NATURE

1.1. You agree that by providing the Inventory (as defined hereunder) or accessing or using the Marketing Platform (as defined hereunder), or Accepting this Contract: (a) You are signifying Your acceptance to this Contract (as defined hereunder) and You agree to be bound by the terms of this Contract; and (b) You have the authority to bind the entity on whose behalf You are entering into this Contract (as the case may be). You agree that this Contract is enforceable like any written agreement signed by You and legally binding between You and InMobi. If You do not agree to the terms of this Contract, do not create an account, or access or use any InMobi service.

2. DEFINITIONS AND INTERPRETATION

2.1. Unless the context otherwise requires, the following definitions apply in this Contract:

(a) “Accept” means Your clicking of the ‘Accept’ box below to signify that You accept and agree to be bound by this Contract;

(b) “Advertisements” means all the advertising content provided by InMobi on behalf of Demand Partners for distribution on the Inventory;

(c) “Affiliate” as used herein means, with respect to a Party, an entity that directly or indirectly Controls, is Controlled by or is under common Control with such Party. “Control” for purposes of this definition, means direct or indirect ownership or control, of the voting interest of an entity, of more than 25% of the voting interest of an entity;

(d) “Confidential Information” means any and all information whether provided in writing, orally, visually, electronically or by other means, related to the products, services and/or business of a Party and is treated as confidential or secret by the Party (that is, it is the subject of efforts by the disclosing Party that are reasonable under the circumstances to maintain its secrecy) including, but not limited to, confidential or sensitive commercial; financial; marketing; and/or technical information which is marked ‘confidential’ or ‘secret’ or is, by its nature shall be considered confidential by a reasonable prudent person, including the terms and conditions of this Contract. Confidential Information for the purposes of this Contract shall include information, which has been disclosed to the receiving Party by a third Party and which the disclosing Party is obligated to treat as confidential or secret. Notwithstanding the foregoing, “Confidential Information” shall not include information which is: (a) already lawfully known to or independently developed by the receiving Party as evidenced by its written records, (b) disclosed in published materials without breach of any confidentiality obligations, (c) generally known to the public, or (d) lawfully obtained from any third party without any obligation of confidentiality;

(e) “Contract” means the agreement formed between You and InMobi, on the terms set out herein, when You provide the Inventory, access or use the Marketing Platform or Accept this Contract upon Your registration with InMobi via the online user interface whichever is earlier;

(f) “Demand Partners” mean advertisers, demand side platforms, advertising networks or other partners who purchase digital inventory through the Marketing Platform for the purpose of displaying Advertisements;

(g) “End User” means visitors, users, consumers of the digital properties, site(s) and/or application(s) that comprise the Inventory;

(h) “Fraudulent Activity” includes without limitation, any of the following activities by You or any of the following activities that You authorize or encourage any third party to do: (a) generate impressions of or clicks on any Advertisement through any automated, deceptive, fraudulent or other invalid means, including but not limited to repeated manual clicks and automated query tools; (b) mislead users to click on Advertisements; (c) in any way minimize or obstruct the display of any Advertisements, or edit, modify, filter or change the order of the information contained in any Advertisements; (d) attempt to edit the website tags, source codes, links, pixels, modules, software development kits or other data provided by InMobi; or reverse engineer, decompile or disassemble any InMobi Materials;

(i) “InMobi” means InMobi Pte. Ltd, a company incorporated and existing in accordance with the laws of the country of Singapore, with registered office at 160 Robinson Road, #20-03 SBF Business Center, Singapore 068914, acting on behalf of itself and its Affiliates.;

(j) “InMobi Data” means any data that is owned by InMobi and all data InMobi collects using its own technology (whether SDK, VAST Tags or API etc.) including any information on End User’s device or any End User data that is permitted to be collected by InMobi;

(k) “InMobi Materials” means any materials (including software, InMobi Data, platforms, manuals, developers notes or other materials) provided to You by InMobi or its Affiliates in relation to this Contract, including the InMobi SDK, VAST Tag or API;

(l) “InMobi SDK” means the software development kit provided to You by InMobi or its Affiliates to allow you to generate data in the course of provision of Inventory;

(m) “Inventory” means, collectively or individually any website(s), properties or application(s) owned/ operated or contracted by You (with third parties), during the Term, including desktop, mobile, smart appliances/TV including connected TV or gadgets and over-the-top applications (OTT), as approved by InMobi from time to time; “Intellectual Property Rights” means present or future patent rights, trademarks, service marks, trade dress, design rights, topography rights, copyright (including copyright in software), moral rights, database rights, rights in inventions, business and trading names, domain names, know-how, trade secrets, trade names, logos, service marks and confidential information, and all other intellectual property rights and rights of a similar or corresponding character which may exist now or in the future subsist or is recognised in any part of the world or in any country or jurisdiction (in each case whether registered or not or the subject of an application for registration) and including all rights to apply for, and obtain, registrations in respect of any and all of the foregoing, each for their full term including extensions, revivals and renewals thereof;

(n) “Marketing Platform” means InMobi’s advertising platforms that facilitate: (a) monetization of Inventory via real time bidding and/or private marketplace formats and/or (b) offering products, analytics or other marketing solutions implemented from time to time including without limitation survey based, ads run on network, off-network channels, real-time marketplace for buying and selling of digital media through exchange(s) including InMobi exchange, owned and operated application(s)/widgets, marketing automation solutions, fraud detection, reporting, audiences, attribution and analytics;

(o) “Party” means each of InMobi and You and Parties shall be construed accordingly;

(p) “Personnel” means a Party’s directors, officers, employees, workers, agents, third party service providers, successors, subcontractors and permitted assignees;

(q) “Regulator” means any regulator or regulatory body which, whether under statute, rules, regulations, codes of practice or otherwise, is entitled to regulate, investigate, or influence the matters dealt with in this Contract or any other aspect of Your business or affairs;

(r) “You” means the person or entity providing Inventory, accessing or using the Marketing Platform, Accepting this Contract; and

(s) “Your Data” means any data including End User data obtained by You or collected by You or Your third parties and which is provided to InMobi pursuant to this Contract.

2.2. In this Contract, unless the context otherwise requires:

(a) A reference to a statute or statutory provision is a reference to that statute or statutory provision and to all orders, regulations, instruments or other subordinate legislation made under the relevant statute, as may be amended and in force from time to time.

(b) The words and phrases “include”, “including” and “in particular” (and any variations of these words, or similar words) shall be deemed to be immediately followed by the words “without limitation” (where such words do not already immediately follow in this Contract).

(c) References to a person include an individual, company, corporation, body corporate or unincorporated, firm, partnership, public body, charity or other legal entity and that Party’s personal representatives, successors and permitted assigns or assigns, as the case may be.

(d) Any obligation on a Party not to do something includes an obligation to not to allow that thing to be done.

(e) Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine and neuter gender, and vice versa.

3. TERM

3.1. This Contract shall commence on the earlier of: (i) date on which You start providing Inventory; (ii) date on which You start accessing or using the Marketing Platform; when You Accept this Contract upon Your registration with InMobi via the online user interface (“Effective Date”). This Contract shall come into force on the Effective Date and remain in full force and effect until terminated by either Party in accordance with the terms of this Contract (“Term”).

4. SCOPEAND PROVISION OF INVENTORY

4.1. As a supply partner to InMobi, You agree to participate in Marketing Platform to facilitate distribution of Advertisements on the Inventory.

4.2. You acknowledge and agree that it is Your responsibility to ensure that You have appropriate security for Your computers, software, data and applications including any systems that You use to provide Inventory or access any InMobi Materials, including the Marketing Platform, and that InMobi shall have no responsibility for any computer viruses, worms, software bombs, bugs or similar items that affect Your computers, computer systems, software, infrastructure or data as a result of Your provision of Inventory or use of the InMobi Materials, including the Marketing Platform. You also agree to comply with the terms and conditions of any application distribution platform where Your application or site is made available for download.

4.3. This Contract does not apply to InMobi’s China SDK, and it does not authorize Your integration of InMobi’s China SDK into Your Inventory. Please contact the InMobi representative for China-specific integration and note that the terms of service for China integration are separate and this Contract does not apply to the same.

4.4. You acknowledge that InMobi is not obligated to fill Your Inventory with demand or allow You to access any InMobi Materials. Further, You acknowledge and agree that (i) nothing in this Contract guarantees that Marketing Platform or InMobi Materials and/or Advertisements will be free from interruption, errors or inaccuracies, (ii) there will be periods when the same is unavailable and cannot be accessed. InMobi shall not be liable for any loss or damage You may suffer or incur as a result of or in relation to the foregoing.

4.5. InMobi hosts and maintains for You, a password-protected online account (“Account”) with access to daily tracking reports regarding activity on the Inventory. Account information and data are intended solely for Your internal use. It is Your responsibility to maintain the security of Your Account credentials. You will use all personal information derived from or included in the Account or tracking reports in accordance with its privacy policy and applicable law.

4.6. InMobi’s supply side integration requires certain permissions for its operation to meet the objectives of this Contract. You acknowledge that You have read and understood the integration guide made available to You from time to time including through InMobi’s website/portal.

5. LICENSE, PROPRIETARY RIGHTS, MARKETING AND USE OF TRADEMARKS

5.1. Subject to the terms of this Contract, InMobi grants You a limited, revocable, non-transferable, non- sublicensable, non-exclusive, license during the Term to (i) access InMobi’s proprietary Marketing Platform; and (ii) use such SDK, VAST Tags, API and any other InMobi Materials or Advertisements provided by InMobi in its sole discretion as InMobi deems appropriate; in each case solely to the extent required to access the Marketing Platform and to display on the Inventory, Advertisements of Demand Partners who bid via the Marketing Platform to distribute Advertisements on the Inventory .

5.2. Notwithstanding anything contained in this Contract, InMobi retains ownership of, and all right, title and interest or license (as the case maybe) in any InMobi Data, InMobi Materials, Advertisements and the Marketing Platform, any customer lists, improvements, enhancements or modifications thereto made by InMobi or any third party including all Intellectual Property Rights thereto developed, owned, created or licensed by InMobi. To the extent such material is in Your possession or control, You agree to take all reasonable measures to protect such materials. Except for the licenses set forth in this Contract, nothing in this Contract grants You any rights to any of the foregoing. InMobi reserves all right, title and interest in InMobi Materials, InMobi Data, Marketing Platform and offerings. There are no implied licenses under the Contract, and any rights not expressly granted to You hereunder are reserved by InMobi.

5.3. You will have no right to copy, modify, perform, display, reproduce, make derivative works of, distribute and/or use the Advertisements, InMobi Data, InMobi Materials, Marketing Platform or offerings for any purpose other than as expressly permitted under this Contract.

5.4. You grant InMobi any and all necessary rights and permissions to use Your mobile web, site or app trademarks, trade names, logos, copyrights and other intellectual property incorporated therein for the purpose of fulfilling InMobi’s obligations including provision of the same to its Demand Partners and other partners in connection with this Contract. InMobi may mention Your name and the Inventory as a customer/partner in its website, marketing, social media and sales materials.

5.5. To the extent You are required to display any InMobi trademarks on Your Inventory for distributing the Ads, the same will be permitted by InMobi in accordance with its guidelines and You will have no further right to use, reproduce or allow others to use or reproduce any InMobi trademarks. You acknowledge that InMobi operates a transparent Marketing Platform, and Your identity including Your logo will be disclosed to the Demand Partner who utilizes Your Inventory and to such extent You permit InMobi to use Your name, logo and trademarks.

6. USE RESTRICTIONS

6.1. You shall comply with any and all reasonable instructions, policies, conditions and security requirements as notified to You by InMobi or updated on InMobi website from time to time.

6.2. You shall not:

(a) in the course of provision of Inventory or use of Marketing Platform, store, transmit, distribute, disseminate, publish or post any material in such a way as to breach any applicable law or regulation or to infringe the rights of, or restrict or inhibit the access to and enjoyment thereof by, any other person;

(b) deliberately, recklessly, or maliciously introduce any computer viruses, worms, logic bombs or similar malware into any InMobi or third-party systems;

(c) distribute the InMobi Materials, Advertisements, InMobi Data, Marketing Platform or offerings to any third party or provide any Inventory that You do not have the right to provide;

(d) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human- perceivable form any component of InMobi Materials, InMobi Data, Marketing Platform or offerings;

(e) examine the machine-readable object code that controls the operation of InMobi Materials, Advertisements, InMobi Data, Marketing Platform or offerings and create the original source code or any approximation thereof;

(f) assist or attempt to assist any unauthorized third parties in obtaining access to InMobi Materials, InMobi Data, the Marketing Platform or offerings without InMobi’s express authorization;

(g) re-order, modify, edit, obscure, or truncate in any way the Advertisements including without limitation, the advertising content, graphics, format, audio, video, sequence, or any aspect of the InMobi Materials;

(h) share, display or disclose any InMobi Data, InMobi Materials including Advertisements on any part of the Inventory in violation of the Content Guidelines for Supply Partners as available on InMobi’s website (https://advertising.inmobi.com/content-guidelines-publishers), as may be updated from time to time or display content that may be considered to contain any hate-related, pornographic, paedophilic, invasive of another’s privacy including bodily privacy, insulting or harassing on the basis of gender, racially or ethnically objectionable, relating or encouraging money laundering or gambling (unless permitted by applicable law), libelous, illegal, sexually explicit, violent or otherwise offensive content or contain any other material, products or services that violate or encourage conduct that would violate any applicable laws, or any third party rights;

(i) engage in any Fraudulent Activities or illegal practices and shall comply with all laws that apply to You or Your obligations under this Contract.

6.3. You shall be responsible and liable to InMobi for all acts or omissions of Your Personnel in accessing and use of the InMobi Data, InMobi Materials, Marketing Platform, offerings and Advertisements. Any breach of any provision of the Contract caused by any such persons shall be deemed a breach of the Contract by You.

6.4. Additional Restrictions. You shall not and shall ensure that Your third parties shall not (unless authorized), (a) frame or resize, redirect, minimize, remove or otherwise inhibit the full and complete display of any third-party website accessed through an Advertisement, on a web page (“Third Party Page”) or otherwise provide anything other than a direct link from an Advertisement to an Third Party Page; (b) directly or indirectly distribute the Advertisements in, any media (including email or third- party software application, download, website) other than the Inventory; (c) “crawl”, “spider”, index or in any non-transitory manner store or cache information obtained from any Advertisement, or any part, copy, or derivative thereto; (d) disseminate malware, virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource; or (e) publish Advertisements in violation of any specific Advertiser requirements to the extent communicated by InMobi in advance, or any requirements set forth in this Contract. You shall not and shall ensure your third parties shall not distribute Advertisements on any Inventory (including materials displayed in any Inventory) or provide materials that are not in compliance with applicable laws and regulations or that breach any third party rights including Intellectual Property Rights or consumer protection rights.

6.5 Where InMobi places any Ads on the Inventory via a marketplace, InMobi shall pay the aggregate amount for the bids won by InMobi for the Inventories on the respective marketplace. For placement of Ads other than a marketplace, InMobi shall pay as per the details set forth in Campaign Details table of the IO or as mutually agreed by the parties in writing from time to time. Depending on the integration or platform services used by the Publisher, the amounts may be received from InMobi or through such mediation platform. To the extent Publisher elects to avail delivery of Ads through mediation platform offered by: (a) any pre-bid solutions or A9.com Inc.’s Transparent Ad Marketplace, the applicable terms are set out under this Clause 6.5(a) will apply; (b) Google’s Exchange Bidding Platform (however integrated), the applicable terms are set out under Clause 6.5(b) will apply. Notwithstanding the above, InMobi will have the right to reduce an amount, from the monthly invoice, which is equal to and not more than any fees charged to InMobi, by the Publisher’s mediation platform (if any), required to gain access to Inventory.  

(a) InMobi will make payment within sixty (60) days of the receipt of a valid invoice, provided that, InMobi shall have no obligation to remit any payments to Publisher until it receives payment from the corresponding Advertisers. Payment will be made in US dollars. In case applicable laws require withholding of any amount on account of withholding taxes, InMobi may withhold such amounts, unless Publisher provides a certificate of exemption from such withholding taxes. Amounts payable to the Publisher shall not be grossed up on account of withholding taxes. Where InMobi has made payments to the Publisher against any applicable invoices and for a period of 90 days from such payment, InMobi remains unpaid by its corresponding Advertiser or a makegood is levied for such Inventory, InMobi shall have the right to offset the said unpaid amounts from future payments to be made to the Publisher. 

(b) Each of Publisher and InMobi have, in their respective capacities, entered into separate contractual relationships with Google Asia Pacific Ltd. or its affiliates (“Google”) and independently integrated to Google’s Exchange Bidding Platform. The Parties agree and acknowledge that payments to the Publisher any for placement of Advertisements through Google’s Exchange Bidding Platform shall be made by Google and be governed by applicable contractual relationship between the Publisher and Google based on the data obtained from Google’s reporting tool notwithstanding any payment obligations provided under this IO (including Section 6 of the Terms). InMobi explicitly discourages reliance on InMobi’s Dashboard for calculation of any payments to be made to the Publisher by Google for campaigns run through Google’s Exchange Bidding Platform.

7. REPRESENTATIONS AND WARRANTIES

7.1. You represent and warrant that You, or the entity on whose behalf You are entering into this Contract (as the case may be): (i) are a corporation duly organized and validly existing under applicable laws, with full power and authority to carry on business and to enter into and carry out the terms of this Contract; (ii) have obtained all necessary corporate and other authorizations and approvals required for the execution and delivery of this Contract and the execution and performance thereof shall not conflict with or result in a breach of any other agreement to which You are, or the entity on whose behalf You are entering this into this Contract (as the case may be) is, a party; (iii) shall comply with the terms of Section 5 (License, Proprietary Rights, Marketing and Use of Trademarks) and Section 6 (Use Restrictions) of this Contract; and (iv) shall comply with all applicable laws (including without limitation laws for the prevention of fraud, bribery or corruption), statutes, ordinances and regulations.

7.2. EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, INMOBI HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE RELATED TO THE INMOBI MATERIALS, INMOBI DATA, THE MARKETING PLATFORM, OFFERINGS AND ADVERTISEMENTS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. INMOBI DOES NOT WARRANT THAT USE OF THE INMOBI MATERIALS, INMOBI DATA, THE MARKETING PLATFORM, OFFERINGS WILL BE UNINTERRUPTED OR ERROR FREE.

8. PAYMENTS

8.1. Subject to the terms and conditions of this Contract and for provision of Inventory, InMobi shall pay You Cost Per Thousand impressions (“CPM”) basis, the rate which will be set by You in the Marketing Platform or by InMobi at Your request, which rate shall be deemed to be final, unless the same is disputed by You, in writing (email sufficient), within five (5) business days of such rate being set in the Marketing Platform. Notwithstanding the above, InMobi will have the right to reduce an amount, from the monthly invoice, which is equal to, and not more than any fees charged to InMobi, by Your mediation platform (if any), required to gain access to Inventory.

8.2. InMobi shall provide You with reasonable access to its online dashboard (“Dashboard”) which shall be used for monthly calculations of the payment to be made by InMobi to You. The Dashboard shall, on the 6th of every calendar month, reflect the amounts payable by InMobi to You for the preceding calendar month (“Dashboard Date”), unless You are monetizing through InMobi’s affiliate promotion channel (off-network) in which case monthly calculations of the payment to be made by InMobi shall be as per the confirmation shared by the InMobi partner manager (email accepted). Subject to InMobi’s collection of amounts from the applicable advertiser or Demand Partner, InMobi will make the payment within sixty (60) days (a) of the Dashboard Date; or (b) from the date of receipt by InMobi of a valid invoice raised by You, whichever is later. The payment shall be made after the conversion of the amounts in the local currency (if applicable) subject to You providing InMobi, complete and accurate information relating to remittance of payment. In case of any conflict with the amount payable under the Dashboard and the amount as raised in the invoice, the amount as reflected in the Dashboard shall prevail.

8.3. All payments will be made in United States Dollars ($US) unless otherwise agreed (email accepted). Notwithstanding the foregoing and Section 8.2, the payment for supply partners and application developers based out of China, Korea or India will be made in the local currency only and the payment period may vary, unless otherwise agreed by Parties in writing.

8.4. Foreign Exchange Conversion: Any conversion from local currency to USD and from USD to any local currency would be at the current average exchange rate officially published by www.oanda.com based on the monthly average exchange rate for such month (month of burn) (For e.g., the amounts payable by InMobi to You for the month of April shall be reflected in the Dashboard on 6th May and accrued and converted into USD as per the current average exchange rate based on the average exchange rate for the month of April as published by www.oanda.com, and the payment shall be made on or before 6th of July or sixty (60) days from the receipt of valid invoice, as the case may be). The data obtained from Dashboard shall be relied upon unless more than a 5% error or problem is detected by InMobi or You.

8.5. InMobi will pay via electronic wire or PayPal subject to the Supply Partner providing and updating the complete and accurate payment information in the Dashboard. Wire transfers will be used only for payments exceeding United States Dollars Three Hundred (US$300). To qualify for payments through PayPal, the accrued unpaid earning needs to exceed US Dollar Fifty (US$50) and shall not exceed United States Dollars Ten Thousand (US$10,000). For any payments above United States Dollars Ten Thousand (US$10,000), Supply Partner shall provide bank account details for wire transfer and Supply Partner will be liable for all associated fees. If Supply Partner's monthly payment does not meet this minimum threshold amount, the accrued balance of less than minimum threshold amount will roll over to the next month and will continue to roll over monthly until the unpaid cumulative balance reaches the minimum threshold amount and become eligible for payment.

8.6. Where InMobi has made payments to You against applicable invoices and for a period of ninety (90) days from such payment, InMobi remains unpaid by its corresponding Demand Partners or a makegood is levied for such Inventory, InMobi shall have the right to offset the said unpaid amounts from future payments to be made to You. To the extent You elect for the Payment Protection provision set out hereunder, InMobi shall not exercise its right under this Section 8.6.
Payment Protection: You may request that InMobi remits payments to You irrespective of whether it receives payment from the corresponding Demand Partners and does not exercise its to offset future amounts as per this Section 8.6. If this option is permitted by InMobi in its sole discretion, You acknowledge that InMobi shall have the right to apply a discount of two (2%) percent on the total payments due to You for the relevant payment cycles.

8.7. In the event of an error in payments made to You as determined by InMobi, whether as a result of inaccurate information provided by a third party or otherwise, You shall promptly and in any event within the timeframe as set out in the Dashboard or otherwise notified by InMobi, refund to InMobi any excess payments made to You. InMobi may, at its option allocate any deficient amounts or deduct any overpayment in the subsequent payment due to You.

8.8. InMobi reserves the right to discontinue Your participation in the Marketing Platform, withhold payment at any time, and/or terminate any agreement with You, without liability to You, if InMobi reasonably suspects that any of the following have occurred on the Inventory: (i) any form of Fraudulent Activity or illegal practices, or (ii) any type of activity, text, image, or use that may violate applicable laws or is reasonably likely to have a negative commercial impact on InMobi, its advertisers or business/Demand Partners. Without limitation to the foregoing, InMobi may, at its sole discretion, credit back to advertisers or Demand Partners and/or offset against future payments to You any payments which it subsequently determines accrued as a result of such Fraudulent activity or illegal activity.

8.9. Taxes and other charges: All payments are inclusive of taxes. Excluding any taxes on the income of a Party, any taxes, including but not limited to sales, GST, VAT, excise, service tax, or such other transaction taxes, applicable in connection with this Contract shall be borne and remitted by the recipient Party to the relevant tax authorities. In case applicable laws require withholding of any amount on account of withholding taxes, InMobi may withhold such amounts, unless You provide a certificate of exemption from such withholding taxes. In certain cases, banks may levy bank charges on payments and deduct such charges prior to remission of the same. Amounts payable to a recipient Party shall not be grossed up on account of withholding taxes or bank charges.

8.10. InMobi and You shall co-operate to enable each Party to more accurately determine the respective tax liability and to minimize such liability, to the extent legally permissible.

9. CONFIDENTIALITY

9.1. Each Party acknowledges that Confidential Information under its control may be disclosed to the other Party during the performance of this Contract. Each Party agrees that it shall use the other’s Confidential Information solely for purposes of performing its obligations under the Contract and to take reasonable steps, which shall include, at a minimum, the steps it takes to protect its own Confidential Information, to prevent the duplication or disclosure of the other’s Confidential Information, other than to its employees, Affiliates or agents who must have access to the Confidential Information to perform such Party’s obligations hereunder. You also acknowledge that the general restrictions under this Section 9 are subject to the express permissions granted to InMobi under this Contract, including those under Section 10 (Data Collection and Use Cases). InMobi retains the right to share certain of Your information including data related to the Inventory (whether deemed to be Confidential Information or not) such as the nature and quality of Inventory, performance report(s) and other information including but not limited to as part of reporting or analytics or for participating on exchange(s)/marketplace, bidding, analytics, fraud detection, attribution and/or reporting purposes with third parties such as its Demand Partners, data management partners, attribution partners, licensors and media vendors, which disclosure shall not be a breach of this Section 9. The confidentiality obligations set forth in this Section 9 shall continue for two (2) years following termination or expiration of this Contract with respect to Confidential Information.

9.2. Each Party agrees that it shall not be a breach of this Section 9 to disclose the other Party’s Confidential Information that is required to be disclosed by law, regulation or order of any governmental body or regulatory authority; provided, however, that such disclosing Party must first give written notice of such required disclosure to the other Party (where lawful), and make a reasonable effort, at the other Party’s sole cost and expense, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which disclosure is required and allow the disclosing Party to participate in the proceeding. In the event that such protective order or other remedy is not/cannot be obtained, or the disclosing Party grants a waiver hereunder, the receiving Party may furnish only that portion of the Confidential Information which the Receiving Party is legally compelled to disclose and will exercise all reasonable efforts to obtain assurance that confidential treatment will be accorded to any Confidential Information so furnished. To the extent that the Confidential Information so disclosed does not become publicly available information, the confidentiality obligation of the Receiving Party shall continue in accordance with the terms of this Section 9.

9.3. Remedies. Each Party acknowledges that any breach of its confidentiality obligations would cause irreparable injury to other Party for which monetary damages would not be an adequate remedy. Accordingly, in addition to other available remedies, in the event of such a breach, the non-breaching Party shall be entitled to appropriate injunctive relief and other equitable remedies without the posting of any bond.

9.4. Each Party may disclose the existence of this Contract, but agrees that the terms and conditions of this Contract will be treated as Confidential Information; provided, however, that each Party may disclose the terms and conditions of this Contract: (i) as part of filings with any court or governmental entities, including without limitation national securities exchanges; (ii) to legal counsel of the Parties; (iii) under the terms and conditions of a non-disclosure contract to accountants, banks, and financing sources and their advisors; (iv) in connection with the enforcement of this Contract or rights under this Contract; or (v) under the terms and conditions of a non-disclosure contract, in connection with an actual or proposed merger, acquisition, or similar transaction.

10. DATA – COLLECTION AND USE CASES

10.1. Any exchange of personal data between You and InMobi shall be governed by Data Processing Terms located at https://advertising.inmobi.com/data-protection-terms.

10.2. You warrant and represent

(i) That any personal information or personal data as such terms are envisaged under applicable privacy and data protection legislation (including but not limited to for End Users in EEA under General Data Protection Regulation ) supplied or disclosed to InMobi under or in connection with the Contract shall be collected and transferred in accordance with the applicable privacy legislation and with all relevant requirements and guidance notes issued from time to time by any Regulator and;

(ii) That You have a publicly posted privacy policy and have where applicable, provided the requisite notice to End Users and obtained any legally required consents to effectuate collection, transfer and use of such personal data or personal identifiable information by InMobi for its business purposes including without limitation targeted advertising / surveys whether through technical integration or otherwise;

(iii) To immediately notify InMobi in the event an End User has exercised his/her right to opt-out of behavioural targeting or has invoked any other applicable data subject rights or consumer rights such as (without limitation) right to information, right to request correction or right to request deletion of their data through the Inventory (collectively “Opt-Out”). You further warrant to honor such Opt-Out requests in accordance with the requirements of privacy laws applicable to Your processing of such data; and

(iv) to conduct the Data Protection Impact Assessment (“DPIA”) to the extent required under any applicable privacy legislations.

10.3. If the Advertisement transmission from InMobi includes any bid data or other financial information relating to the Advertisement, all such data shall be treated as shall be treated as InMobi Data and Confidential Information. You acknowledge InMobi will process personal information or personal data in accordance with InMobi’s cookie policy and privacy policy posted by InMobi from time to time at https://advertising.inmobi.com/cookie-policy and https://advertising.inmobi.com/privacy-policy and in accordance to the consent strings where available. You shall ensure that the terms of Your cookie policy and privacy policy applicable to the Inventory are substantially in conformance with InMobi’s cookie policy and privacy policy set forth above.

10.4. In the event You are sharing or permitting InMobi to infer fine location of an End User from WIFI identifiers, You will ensure that You have obtained consent of such End User prior to sharing or providing such permissions.

10.5. By virtue of integrating with the Marketing Platform or otherwise providing Inventory, You acknowledge that InMobi collects and/or receives data related to an End User including persistent online identifiers such as IP address, device ids, ad-ids, latitude/longitude, identifiers for smart devices (including IP address) etc. and other information on the End User’s device. It may also collect or obtain, data related to survey inputs, carrier/manufacturer, OS type, header/footer, demography and/or other performance data generated from an End User’s interaction with Advertisements or Inventory. In the event there are consent strings made available to InMobi (including without limitation GPP or TCF consent strings,) You understand and acknowledge that InMobi will process the Personal Data permitted under such consent string. You can reach out to the account manager or through the Account should You wish to opt out of the inference of consent strings by InMobi.

10.6. If the Inventory includes third party supply properties, You will ensure that the requirements of this Section are complied with by such third parties to the extent any End User’s personal data or information is provided by such third party supply partner through the Inventory. InMobi has the right to ask You to provide copies of Your or Your third party’s privacy policy or notices and in the event You fail to provide the same to InMobi’s satisfaction, within a reasonable time, InMobi may suspend advertising on Your Inventory.

10.7. Between InMobi and You, You shall own all right, title and interest in Your Data and may use it for Your business purposes in accordance with Your privacy policy and applicable privacy laws. You hereby grant a non-exclusive, irrevocable, royalty-free, worldwide licence to InMobi to use, process, modify, amend and create derivative works of Your Data for any purpose connected with its Marketing Platform (including for the benefit of third parties). Between InMobi and You, InMobi owns all rights, title and interest in and to all of InMobi Data and may use it for its business purposes in accordance with its privacy policy available at https://advertising.inmobi.com/privacy-policy and applicable privacy laws. Any aggregated analysis, reports and/or inferences from InMobi’s use of Your Data including anonymization of Your Data shall be deemed to be InMobi Data. InMobi may also analyze any content posted on the Inventory for the purposes of brand safety and/or anti- fraud determination besides contextual targeting; InMobi will not process any personal data as part of such determination.

For the Supply Partners operating in and/or for the North America region-

10.8. If the Inventory is based in the United States of America (U.S.) or is targeted to or utilized by End Users based in the U.S., You represent and warrant

i) to comply with all applicable state and federal laws and;

ii) that the Inventory and Your Data will be operated and/or collected/processed in compliance with all the requirements and restrictions (including without limitation, age gating or other data subject/consumer rights requirements and consent requirements ) under US state privacy laws, as applicable.

If applications on the Inventory are directed to children or minors as defined under COPPA, CCPA, CPRA and/ or such other similar US state privacy legislations, You will obtain verifiable user or parental consent, as required under the applicable privacy and data protection law(s) for the collection and sharing of Your Data with InMobi and You shall specifically identify to InMobi the applications/Inventory that are directed to children. InMobi may elect not to serve any behavioural advertising on Inventory targeted to children

10.9. You agree and acknowledge that certain privacy laws such as CCPA, CPRA and/ or other applicable US state privacy laws also require that You provide sufficient notice regarding rights of End Users with regard to their personal information and clearly provide for mechanisms of Opt-Out election(s). You agree to comply with such requirements of Opt-Out elections. Such privacy policy and privacy notice(s) shall be in compliance with all applicable data protection and privacy legislations and shall also mention the use of third-party service providers and use of cookies for the purposes of attribution and serving Advertisements.

10.10. Further in the event You are sharing or permitting InMobi to infer any precise geolocation of U.S. users, You shall ensure that such information is shared only if You have obtained the express consent from such users as required under the applicable privacy legislations.

11. INDEMNIFICATION

11.1. You will indemnify, defend and hold InMobi, its parent, subsidiaries, affiliates, and its and their respective shareholders, licensors, customers, directors, officers, employees, agents and representatives harmless, from any and all losses, damages, penalties liabilities, claims, demands, proceedings, charges, costs, expenses including attorneys’ fees and other legal costs, arising out of or in connection with: (a) the Inventory, including any claims raised by the Demand Partner in connection with the Inventory, Your provision of Inventory, End User data or Your Data; (b) any breach of this Contract by You including without limitation breach of representations and warranties and/or obligations related to confidentiality and Your Data; (c) infringement by You of any third party Intellectual Property Rights or other right of any person or entity; (d) wilful misconduct or gross negligence by You; (e) fraudulent or unlawful act by You; (f) Your breach or alleged breach of any undertaking made under Section 10 (Data – Collection and Use Cases); (g) any material displayed in the Inventory which do not comply with all applicable laws, statutes and regulations; (h) Your breach or alleged breach of any applicable laws, statutes and regulations; (i) any material displayed in the Inventory which contain content that is obscene, defamatory, illegal, libellous, or slanderous, or hate- related; (j) Your access or use of InMobi Materials in violation of this Contract; and (k) any breach of the ID Partner’s terms and conditions.

11.2. Any claim for indemnification hereunder shall be subject to the following provisions: (i) You shall be given prompt written notice of the claim by InMobi, provided that any delay in providing notice shall not relieve You of Your indemnity obligations under this Contract unless, and only to the extent, You were prejudiced by the delay; and (ii) InMobi shall reasonably cooperate with You and Your counsel at Your cost and expense. InMobi may participate in the defense and settlement of the claim and using attorneys selected by InMobi. Each Party shall make all reasonable efforts to mitigate damages.

12. LIABILITY

12.1. InMobi shall not be liable, however that liability arises, for the following losses arising out of or in connection with the Contract: consequential, special, incidental or indirect losses; loss of profits; loss of revenue; loss of business; loss of technology; loss of opportunity; loss of contracts; loss of anticipated savings; loss of goodwill; or loss of, or damage to, data, even if such loss was reasonably foreseeable or InMobi had been advised or notified of the possibility of You incurring such losses.

12.2. The maximum aggregate liability of InMobi for all claims arising out of or in connection with the Contract (however that liability arises) shall be limited to the amount paid or payable by InMobi to You in the three (3) months immediately preceding the claim).

12.3. You acknowledge and agree that the limitations and exclusions of liability contained in this Contract are reasonable in view of the nature and extent of the obligations accepted by each Party under the Contract and that this Section 12 shall prevail over all other provisions in the Contract.

12.4. If any limitation provision contained in this Contract is held to be invalid under any applicable statute or rule of law it shall to that extent be deemed omitted, but if a Party thereby becomes liable for loss or damage which would otherwise have been excluded, such liability shall be subject to the other limitations and provisions set out in this Contract.

12.5. For the purposes of this Section 12, ‘however that liability arises’ means howsoever arising, whether in contract, tort (including negligence and strict liability), breach of statutory duty, or otherwise.

13. TERMINATION

13.1. This Contract may be terminated by InMobi at any time in whole or in part: (a) for its convenience, by providing fifteen (15) days’ written notice (email sufficient) to You; or (b) immediately upon the occurrence of any of the following events: (i) for breach of any obligations stated under this Contract, which remain uncured for a period of seven (7) days from notification of such breach; (ii) if You seek protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or any such proceeding is instituted against You and is not dismissed within sixty (60) days.

13.2. Notwithstanding anything to the contrary contained above, this Contract may be terminated by InMobi upon written notice if InMobi, in its sole discretion, determines that the Inventory violates any terms of this Contract, any applicable laws or InMobi’s Ad-site guidelines.

14. CONSEQUENCES OF TERMINATION

14.1. On termination of the Contract for any reason

(a) You shall immediately cease displaying and distributing the Advertisements and all rights and licenses granted by InMobi under this Contract shall immediately cease;

(b) You shall uninstall or otherwise remove any means of access to the InMobi SDK, VAST Tags, API supplied by InMobi under this Contract; and

(c) You shall immediately return, or at InMobi’s option destroy, any and all of the Confidential Information of InMobi and any and all of the InMobi Materials provided to You by InMobi, including copies thereof, and shall certify the same to InMobi in writing.

14.2. The termination of the Contract shall be without prejudice to any accrued rights and obligations of the Parties arising under the Contract prior to such termination.

14.3. The following Sections shall survive the expiry or termination of the Contract: (a) 6 (Use Restrictions), 9 (Confidentiality), 10 (Data – Collection and Use Cases), 11 (Indemnification), 12 (Liability), 14 (Consequences of Termination) and 15 (General); and (b) any other provision which expressly or by implication is intended to come into effect on, or to continue in effect after such expiry or termination.

15. GENERAL

15.1. Assignment and Subcontracting. Except in connection with any merger, consolidation, reorganization, sale of all or substantially all of its assets or any similar transaction or transfer to an Affiliate, this Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns, neither party may assign the benefit of, or obligations under this Contract to any third party without the prior written consent of the other (which may be delayed or withheld in its discretion).

15.2. No Waiver: The failure of either Party to enforce its rights under this Contract at any time for any period shall not be construed as a waiver of such rights.

15.3. Severability: If any provision of this Contract is held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, the legality, validity and enforceability of the remainder of this Contract in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of this Contract in any other jurisdiction shall not be affected.

15.4. Entire Agreement: This Contract constitutes the entire agreement between the Parties and supersedes all prior agreements and arrangements (if any) between the Parties relating to the subject matter of this Contract. If You enter into a written contract for provision of Inventory with InMobi, the terms of the written contract shall prevail over this Contract, to the extent of any inconsistencies, provided however that, if You continue to provide Inventory to InMobi pursuant to expiry or termination of the written contract, You agree that this Contract will apply to such transactions.

15.5. Force Majeure: Neither Party shall be responsible for any delay or failure in performance of any part of this Contract to the extent that such delay is caused by reason of acts of God, cyber intrusion/hacks not arising out of a Party’s negligence or recklessness, wars, revolution, civil commotion, acts of public enemy, embargo, epidemics, pandemics, acts of government in its sovereign capacity, or any other circumstances beyond the reasonable control of the delayed Party (“Force Majeure Event”). If You are unable to perform any of Your obligations for more than fifteen (15) days due to a Force Majeure Event, InMobi may, at its sole discretion terminate the Contract (in whole or in part), without any liability.

15.6. Amendments: InMobi reserves the right to amend this Contract at any time with prior written notice to You, without incurring any liability to You. All amendments shall take effect thirty (30) days from the date of such change. In the event that You object to any amendment to this Contract made by InMobi, You shall be entitled, during the period of thirty (30) days following the amendment, to terminate this Contract by notice in writing to InMobi. If You continue to provide Inventory or access Marketing Platform thirty (30) days after the amendment, You shall be deemed to have accepted the amended Contract and the same shall be binding upon You. We urge You to check the Contract periodically to note any such amendments.

16. InMobi UnifID Solution

16.1. InMobi has partnered with various identity partners ("ID Partner") to match the input data collected from you, via InMobi's SDK/API integration, with the existing data of the ID Partner to create universal persistent user identity/(ies) across devices, platforms and channels ("UnifID"). The UnifID solution helps you in enhancing and optimizing the campaign performance. You agree to participate in InMobi’s UnifID solution and acknowledge and accept that (i) the exchange of input data between You and the ID Partner shall be governed by the terms and conditions of the ID Partner, as updated from time to time (including terms related to privacy and data protection); (ii) that the UnifID solution (including the provision of services by the ID Partner) is for Your use only and You are prohibited from further resale or providing access to third parties of the same; (iii) you have necessary, licenses, consent and authorizations to participate in the UnifiID solution and share the end-user data with the ID Partner and InMobi, including consent for use of end-user data and the unique identity created by the ID Partner for ID Partner and/or InMobi for (a) attribution, real-time-bidding, audience verification and fraud detection via trackers, verification partners and affiliate postbacks; (b) for internal reporting purposes and for reporting to a controller; and (c) targeted advertising and optimization of campaigns; (iv) if You require the ID Partner or InMobi to distribute Your Data to a third-party destination, You shall ensure that an agreement is in place with the third-party destination for its receipt of such data, and that the handling of the data by the third-party destination is subject to the terms and conditions of that separate agreement. InMobi will not make available to any third party this data unless requested by You and such separate agreement is in place.

16.2. The exchange of input data between You and the ID Partner shall be governed by the terms and conditions of the ID Partner, as updated from time to time (including terms related to privacy and data protection). For the purpose of this Section, input data includes without limitation hashed emails, telephone numbers, IP address, Cookies, PPIDs, MAIDs, IDFAs and/or other identifiers.

16.3. The current ID Partners and their terms are as follows: ID5 - https://www.id5.io/universal-id/terms- and-conditions/, Liveintent - https://www.liveintent.com/services-privacy-policy/, Epsilon - https://legal.epsilon.com/us/general-publisher-agreement.

16.4. InMobi reserves the right to add or remove any ID Partners from the UnifID solution at its sole discretion. Any addition of an ID Partner will also be updated to you via InMobi's Dashboard and shall be effective upon your acceptance of such terms on the Dashboard. In the event, you do not wish to share Your Data with any ID Partner, you can opt-out of such ID partner on the Dashboard.

17. GOVERNING LAW AND JURISDICTION

17.1. This Contract and any dispute or claim arising in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of Singapore.

17.2. Unless otherwise agreed to by Parties in an agreement and/or addendum, the Parties irrevocably agree that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Contract or their subject matter or formation (including non- contractual disputes or claims).

18. COMPLIANCE WITH LAWS

18.1. Trade Compliance. Each Party will comply with all laws and regulations applicable to such Party’s performance of this Contract. Without limiting the generality of the foregoing, each Party will comply fully with all applicable export control and sanctions laws and regulations of any country having competent jurisdiction (collectively, “Trade Laws”) to ensure that no services, payments, or other deliverables provided under this Contract are: (i) provided to, purchased by, routed through, or used for the direct benefit of any party subject to the restriction of a sanctions or export denial list; (ii) provided to, purchased by, routed through, or used for the direct benefit of any region subject to comprehensive sanctions (presently including Crimea, Cuba, Iran, Syria, Afghanistan or North Korea); or (iii) used for any purpose prohibited under applicable export control and sanctions laws and regulations, including, but not limited to, nuclear, chemical, or biological weapons proliferation.

18.2. Anti-Corruption. You affirm that Your policy and corporate practices comply with and require parties with whom You contract to, comply with all applicable anti-bribery laws that apply to it and its operations, including without limitation, the Indian Prevention of Corruption Act, 1988, U.K. Bribery Act 2010, and U.S. Foreign Corrupt Practices Act (collectively, "Anti-Bribery Laws"). In connection with Your performance under this Contract, You confirm that: (i) You are aware of and have appropriate procedures to comply with the Anti-Bribery Laws and will advise all persons and parties under Your control or acting as Your agent of the requirements of the Anti-Bribery Laws; (ii) You will not be or cause any Party to be in violation of the Anti-Bribery Laws; and (iii) should You learn of, or have reasons to know of, any request for payment that is inconsistent with the Anti-Bribery Laws, You shall immediately notify InMobi.

18.3. In case You are found to have violated any Trade Laws or Anti-bribery Laws in connection with Your performance under this Contract, InMobi shall have the right to terminate this Contract with immediate effect and no further liability, upon written notice to You, without prejudice to any other rights or remedies available to InMobi under contract or in law.

If you are an Advertiser/Demand Partner, please refer the Advertiser Terms to comply with any specific requirements, regulations and/or laws.