Terms of Use

 

PUBLISHER TERMS & CONDITIONS

Mobibrick Publisher Agreement

Please read the following and make sure you fully understand these terms and conditions. By clicking on ‘accept terms’ and registering to our service you are accepting these terms and are bound to them. If you do not agree to all or parts of these terms you may choose not to use or access the Mobibrick services. Whereas, the parties wish one or more of Mobibrick’s software development kits to be integrated into Publisher’s application and that Publisher shall publish the integrated application to end users to allow such end users to view ads. Whereas, the parties wish that Mobibrick shall collect money from Mobibrick’s ads’ suppliers , shall pay a certain fee to Publisher as provided herein, and shall retain the rest;

Now therefore, it is hereby agreed as follows:

1. Definitions
Developer / Publisher – An app Publisher registered to the Services pursuant to the terms of this Agreement.
Mobibrick – Mobibrick . and any of its assignees and successors.
Services – Facilitating End Users to view ads through their mobile devices.
Website – Mobibrick’s website at www.Mobibrick.com.
End User – A person or entity that has downloaded an Integrated Application from an application store.
Application – an application developed by Publisher.
Integrated Application – an Application in which the Mobibrick SDK is embedded or in which Mobibrick displays ads.
SDK/Mobibrick SDK - a software development kit provided by Mobibrick toPublisher pursuant to the terms of this Agreement, as may be updated by Mobibrick from time to time in its sole discretion.

2. Registration
As a condition to using the Services, Publisher shall be required to register with Mobibrick and enter Publisher's email address. During such registration process, Publisher agrees to provide true, current and complete information and to promptly update the information. IfPublisher provides information that is, or Mobibrick believes is, untrue or inaccurate, Mobibrick may suspend or terminate Publisher's account.
During the process of subscribing to the Services, Publisher will designate personal and exclusive user name and password which are essential for Publisher’s access to Publisher ’s account. Publisher shall keep the user name and password in strict confidence and shall not reveal them to any third party. Publisher acknowledges that Publisher shall be responsible for all activities that occur under Publisher's user name and password, whether or not authorized by Publisher. Mobibrick will not be liable for any loss or damage arising from Publisher's failure to comply with this provision, and shall not be liable for actions taken by others who access Publisher’s account.

3. Parties’ Obligations

In connection with the performance of the Services, Mobibrick will provide Publisher with an SDK, with a unique Publisher ID to serve as an identifier for revenue created. OncePublisher implements the Mobibrick SDK in its Application, and once the End User downloads the Integrated Application to its device ads will be presented within the application. In respect of mobile devices, Publisher acknowledges that the Mobibrick SDK may require additional permissions that Publisher’s Application may not originally require.
It is the Publisher’s responsibility to publish the Integrated Application on one or more application stores. Each application store besides Google Play or iTunes requires Mobibrick’s permission.
It is the Publisher’s responsibility to comply with the terms and conditions applicable to each application store where the Integrated Application is published. Mobibrick does not warrant or guarantee that use of the Mobibrick SDK as part of the Integrated Application will comply with the requirements of any application store’s terms and conditions, and Mobibrick shall have no liability to Publisher for any costs, liabilities, or damages urred toPublisher as a result of such noncompliance.

4. Accepted applications

Mobibrick reserves the right to reject/remove from its Service any type of Application in Mobibrick’s sole discretion. To prevent rejection from the Service, please refer to Mobibrick’s Application Policy.

5. Payment terms

Subject to Publisher’s compliance with its obligations hereunder and as a sole and absolute consideration Mobibrick will pay Publisher based on a revenue share model.Publisher shall bear any and all taxes in connection with any payments made toPublisher pursuant to this Agreement. In the event that pursuant to any law or regulation, tax is required to be withheld at source from any payment made to Publisher, Mobibrick shall withhold said tax at the rate set forth in the certificate issued by the appropriate taxing authority and provided to Mobibrick by Publisher, or in the absence of such certificate, at the rate determined by said law or regulation.
Earnings reports are presented in the Publisher’s portal. Based on such report, Mobibrick shall remit payment to Publisher within thirty (30) days of the end of the applicable calendar month. Payment shall be made via payment options offered in the portal. Mobibrick reserve the right to update the payment alternatives at any time.
Payments will be based on actual performance of non-entivized ads. Mobibrick reserves the right to require Publisher to present a valid and eligible live applications which generated reported downloads and impressions and complies with Mobibrick’s app policy.

6. Reporting measures

Mobibrick’s books and records shall constitute final evidence regarding downloads and impressions of the Integrated Applications counted by Mobibrick for the purpose of calculating the consideration due to Publisher hereunder.

7. Warranties

Mobibrick Disclaimer of Warranties - Publisher agrees that the Services, the Mobibrick SDK and all content on the Website are provided “As Is„ and without warranty of any kind, either express or implied, luding, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. Mobibrick does not warrant the results of use of the Services, , and Publisher assumes all risk and responsibility with respect thereto.
Publisher Warranties - Publisher represents and warrants to Mobibrick that: (i) it is a business and not a consumer; (ii) Publisher has the right, power and authority to enter into this Agreement and perform Publisher's obligations under this Agreement, and ifPublisher is an individual (i.e., not a corporation), Publisher is over the age of eighteen (18); (iii)Publisher is the owner of the Application designated in connection with the use of Services or is legally authorized to act on behalf of the owner of such Application for the purposes of this Agreement; (iv) Publisher's Application and any material displayed therein comply with all applicable laws, statutes, ordinances and regulations, do not breach and have not breached any duty toward or rights of any person or entity luding, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories, and are not hate-related in content.

8. Limitation of Liability

IN NO EVENT SHALL Mobibrick BE LIABLE TO PUBLISHER OR ANY OTHER PERSON FOR ANY DAMAGES RELATING TO INFRINGEMENT OR FOR INDIRECT, IDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF Mobibrick HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Mobibrick’S ENTIRE AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE), SHALL BE LIMITED TO THE NET REVENUES ACTUALLY RECEIVED BY Mobibrick IN CONNECTION WITH THE INTEGRATED APPLICATION DURING THE SIX (6) MONTH PERIOD PRIOR TO THE DATE OF THE RELEVANT CLAIM. Mobibrick SHALL NOT BE LIABLE TOWARDS PUBLISHER IN THE EVENT THAT ANY APPLICATION STORE SHALL NOT ALLOW THE DOWNLOAD OF THE Mobibrick SDK.

9. Indemnification

Publisher agrees to indemnify, hold harmless and defend Mobibrick and its shareholders, subsidiaries, directors, officers, employees and agents from and against any action, claim, demand, dispute, or liability, luding reasonable attorney’s fees and costs, arising from or relating to: (i) Publisher's breach of this Agreement luding any misrepresentation ofPublisher, (ii) any negligence or willful misconduct of Publisher; (iii) any allegation that the Application infringes a third party’s patent, copyright, trademark or other proprietary or intellectual property right, or misappropriates a third party’s trade secrets due to an act or omission of Publisher; or (iv) any action or conduct of Mobibrick undertaken pursuant to this Agreement resulting in a third party claim against Mobibrick and due to an act or omission of Publisher. Publisher agrees that Mobibrick shall have the right to participate in the defense of any such claim through counsel of its own choosing.

10. Termination

This agreement may be terminated by any party, with or without a reason, by providing the other party with a 24 hours prior written notice. All provisions of this Agreement which by their nature should survive termination shall survive termination, luding, without limitation, warranties, disclaimers, limitations of liability, confidentiality and intellection property. Mobibrick reserves the right to terminate this agreement and suspend Service to any Publisher immediately in the case where Publisher breached this Agreement.

11. Confidentiality

Each party agrees that it may be provided by the other party with information that is confidential and proprietary to that other party or a third- party, which (i) is in written, recorded, graphical or other tangible form and marked “Proprietary„, “Confidential„ or with a similar legend denoting the disclosing party’s proprietary interests therein, or (ii) is in oral form and identified by the disclosing party as proprietary or confidential at the time of oral disclosure, with subsequent confirmation in writing within 30 days of such disclosure, or (iii) is of apparent proprietary or confidential nature (“Confidential Information„). Without derogating from the above, Mobibrick’s rates are considered confidential. Each party may use Confidential Information received from the other party only in connection with and to further the purposes of this Agreement. Confidential Information shall not be commingled with information or materials of others and any copies shall be strictly controlled. The receiving party undertakes that it shall treat and maintain the Confidential Information as confidential, and hold all such Confidential Information in trust and confidence for the disclosing party, utilizing at least the same degree of care the receiving party uses to protect its own confidential information, but not less than reasonable degree of care. The receiving party shall not disclose any Confidential Information disclosed by the disclosing party to any third party or to officers, directors, employees or contractors of the receiving party, except to officers, directors, employees or contractors who have to be so informed on a “need-to-know„ basis in order to carry out the purpose of this Agreement and, which are bound by confidentiality obligations not less rigorous than those contained herein. Confidential Information shall not lude information which the receiving party can show through written evidence: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third-party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement; or (iv) that is independently developed by the receiving party without use of, or reference to, the Confidential Information of the disclosing party. Upon termination of this Agreement, or upon written request by Mobibrick, Publisher must destroy or return to Mobibrick any Confidential Information provided by Mobibrick under this Agreement. This section shall survive termination of this agreement for any reason.

12. Intellectual Property

The SDK is and shall remain the sole proprietary of Mobibrick and thePublisher acknowledges it has no right to use the SDK or modify it in any way unless explicitly provided otherwise herein. All materials displayed or performed on or accessible through the Website or Services luding, but not limited to the Mobibrick SDK, are protected by copyright. Publisher shall abide by all copyright notices, information, and restrictions contained in any content accessed in connection with the Services.Publisher shall not decompile, disassemble, decrypt, extract or otherwise reverse engineer or attempt to reconstruct or discover any source code of, or any underlying ideas in, the Mobibrick SDK.
[If Publisher has comments on the Services or the SDK or ideas on how to improve them, he may contact Mobibrick. By doing so, Publisher also grants Mobibrick a perpetual, royalty-free, irrevocable, transferable license, with right of sublicense, to use and orporatePublisher’s ideas or comments into the Services or the SDK (or third party software, content, or services), and to otherwise exploit Publisher’s ideas and comments, in each case without payment of any compensation].
Publisher grants Mobibrick his approval to use Publisher’s name, Publisher’s Application name, and Publisher's Application icons and images for use in Mobibrick’s marketing and display on Mobibrick Website.
Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property.

13. Further Terms

Publisher must comply with the respective application store:
Google Play Business and Program Policies and Google ad policyHTTPS://DEVELOPER.ANDROID.COM/DISTRIBUTE/GOOGLEPLAY/POLICIES/ADS.HTML
App Store Review Policy
Independent Contractors: The parties and their respective personnel are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
Assignment: Publisher may not assign any of its rights, duties or obligations under this Agreement to any person or entity, in whole or in part, and any attempt to do so shall be deemed void and/or a material breach of this Agreement. Mobibrick may assign this agreement without Publisher’s consent.
Waiver: No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy hereunder shall constitute a waiver of any other right or remedy, or future exercise thereof.
Severability: If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.
Notice: All notices shall be in writing and shall be deemed to be delivered when received by e-mail. All notices to Mobibrick shall be sent to info@Mobibrick.com, and all notices toPublisher shall be sent to the email address supplier by Publisher at registration, or to such other address as either party may, from time to time, designate by notice to the other party.
Amendment: Mobibrick may amend this Agreement at any time. In a case where a change to this agreement is made, Mobibrick will post a notice on its Website, or send a notice toPublisher via email.Publisher agrees to review this Agreement prior to each use and by continuing use or continued use of the Services, agrees to any modifications made to this Agreement by Mobibrick.
Law: This Agreement shall be governed in all respects by the laws of the State of New York without regard to its conflict of law’s provisions. Exclusive venue for any dispute shall be the State of New York. Nothing in this Section shall be deemed to limit the parties’ right to seek interim injunction relief in any court of law.
Force Majeure: If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
Entire Agreement: This Agreement constitutes the complete and exclusive statement of all mutual understandings between the parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written. In case of any discrepancy between this Agreement and the Website or Website links, this Agreement shall control the Website links and Website and the Website links shall control the Website.
The Publisher must not edit, resize, modify, filter, obscure, hide, make transparent or reorder any advertising (luding their associated links) supplied by the Mobibrick Service.

ADVERTISER TERMS & CONDITIONS

The parties to these Terms & Conditions (the “Agreement”) are (i) Mobibrick . (“Mobibrick”); and (ii) the advertiser participating in the Mobibrick advertising network (“Advertiser”). BY CLICKING THE “ACCEPT” BUTTON BELOW, ADVERTISER INDICATES ITS ACKNOWLEDGMENT THAT IT HAS READ THIS AGREEMENT AND AGREES TO BE BOUND BY AND COMPLY WITH ITS TERMS.

1. Definitions

For purposes of this Agreement, the following terms shall have the following meanings:
1.1 “Advertising Cost” shall mean CPC multiplied by the number of clicks on the Creative displayed at the Advertising Network.
1.2 “Advertising Network” shall mean Mobibrick’s advertising network which ludes access points owned and managed by Mobibrick and/or Mobibrick’s partners, all as may be modified, replaced, terminated or added by Mobibrick from time to time in Mobibrick’s sole discretion.
1.3 “Budget” shall mean the budget for the Campaign pre-paid by Advertiser via the Mobibrick Portal in accordance with this Agreement.
1.4 “Campaign” as defined in Section 2 below.
1.5 “CampaignTerm” shall mean the number of days designated by Advertiser in advance at the Mobibrick Portal during which the services under this Agreement shall be provided
1.6 “Creative” shall mean the banner, text ad or any other graphic item the associated links, and all other necessary creative for the Campaign.
1.7 “Confidential Information” shall mean all information and materials disclosed by either party to the other during the term of this Agreement that is either marked confidential or by the nature of the information or the circumstances surrounding its disclosure would reasonably be considered confidential. Confidential Information does not lude information that (a) is already known to the receiving party at the time it is disclosed and has not been obtained wrongfully, (b) becomes known publicly without fault of the receiving party, (c) is independently developed by the receiving party, (d) is approved for release in writing by the disclosing party, (e) is disclosed without restriction by the disclosing party to a third party, or (f) is to be disclosed by court order or under applicable mandatory law; provided that in either event, the receiving party, to the extent possible, has first given prompt prior written notice to the disclosing party and made reasonable efforts to prohibit or limit such disclosure and to protect the confidentiality of any Confidential Information eventually disclosed.
1.8 “CPC” (“Cost per Click”) shall mean the cost set forth in the Mobibrick Portal per a single click on the Creative displayed at the Advertising Network.
1.9 “Daily Advertising Cost“ shall mean CPC multiplied by the number of clicks on the Creative displayed at the Advertising Network during a certain day of the Campaign Term.
1.10 “Daily Budget“ shall mean the portion of the Budget, as designated by the Advertiser in advance, for each day during the Campaign Term.
1.11 “Forbidden Content” shall mean sexually explicit or other adult material, violence and bullying, hate speech, impersonation or deceptive behavior, personal and confidential information, Intellectual Property infringement, illegal activities, and malicious products (luding content with entivized traffic, p2p, adware, or spyware).
1.12 “Intellectual Property” shall mean any and all service marks, trademarks, trade names, copyrights (luding moral rights), patents, designs, trade secrets, knowhow, getups, and other similar proprietary rights, any improvement or update thereof, and any registrations or applications relating to any of the foregoing.
1.13 “Mobibrick Portal” shall mean Mobibrick’s portal available at HTTP://ACCOUNTS.Mobibrick.COM/GENERAL/LOGIN.ASPX

2. Mobibrick Services

Subject to the terms and conditions of this Agreement and to Mobibricks’ approvals in accordance with Section 3 below, Mobibrick shall promote Advertiser’s products and/or services designated by Advertiser at the Mobibrick Portal by placing the Creative on the Advertising Network in such form and location within the Advertising Network as Mobibrick shall decide, at its sole discretion. Such promotion services shall be referred to as the “Campaign”. Advertiser shall not lude any Forbidden Content within the Creative. Advertiser undertakes to indemnify and hold Mobibrick harmless from and against any claim, loss, cost, fine or expense, luding reasonable attorney’s fees, arising out of Advertiser’s breach of this section. Mobibrick reserves the right to remove from the Mobibrick Portal any Creative that contains, at Mobibrick’s sole discretion any Forbidden Content.
Advertiser acknowledges and agrees that Mobibrick has no control over the identity of the users exposed to the Campaign, the way such users may interpret the Creative, and the effectiveness of the Campaign.

Each Advertiser shall be provided with a login user name and password upon registration for the Mobibrick services. Advertiser is solely responsible for any activity that occurs on its account and for the protection and safe use of its password. Advertiser shall not provide its password to any third party and is solely responsible for the consequences of breaching such obligation.

3. Creative and Approvals

Advertiser shall submit the Creative to Mobibrick via the Mobibrick Portal. The Creative must meet the specifications provided by Mobibrick in the Mobibrick Portal. Mobibrick shall have the right, with or without cause, to reject the graphics, text and/or URL contained in any Creative at any time and for any reason without liability, luding, without limitation, if Mobibrick suspects that the above consists of Forbidden Content. Mobibrick shall further have the right, with or without cause, to reject the Advertiser at any time and for any reason without liability, luding, without limitation, if Mobibrick suspects that the Advertiser engages in Forbidden Content. Any modification that Advertiser wishes to make to the Creative must be submitted by Advertiser via the Mobibrick Portal at least two (2) calendar days in advance.
Mobibrick shall have the right to pull creative material of the Advertiser from Google Play or Appstore and display them in the Advertising Network.

4. License

Advertiser hereby grants to Mobibrick a non-exclusive, royalty-free, worldwide right and license to reproduce, transmit, distribute, display and otherwise use all or some of Advertiser’s Creative for the purpose of carrying out Mobibrick’s obligations under this Agreement, luding, without limitation, for the purpose of running and managing the Campaign.

5. Advertiser’s Representations, Warranties and Covenants

Advertiser represents, warrants and covenants to Mobibrick as follows:
5.1 Advertiser has the full right, power and authority to enter into this Agreement, to grant the licenses granted hereunder and to perform the acts required by it hereunder;
5.2 The execution of this Agreement by Advertiser and the performance of its obligations and duties hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound;
5.3 When executed and delivered, this Agreement will constitute the legal, valid and binding obligation of Advertiser, enforceable against Advertiser in accordance with its terms;
5.4 Advertiser is the owner or has the right to use and license the Creative to Mobibrick as provided herein;
5.5 The Creative is free of any virus or other defects;
5.6 The Creative does not and will not infringe any Intellectual Property right of any third party;
5.7 In the event that Advertiser wishes to promote a mobile application, Mobibrick may use any creative material that exists in the Google play or Appstore under Advertiser’s application page.
5.8 Advertiser does not and will not engage in the development or promotion of Forbidden Content, and the Creative does not and will not contain any Forbidden Content.
5.9 Advertiser agrees that, in connection with its obligations under this Agreement, it shall not violate any applicable law, statue, ordinance or regulation, luding, without limitation, the laws and regulations governing misleading, false or deceptive advertising, anti-discrimination, or unfair competition.

6. Budget

Upon the submission of the Creative, Advertiser shall pay the entire Budget in advance via paypal (either credit card or paypal account) at the Mobibrick Portal for advertisers. Mobibrick is under no obligation to perform any service until the Budget is received by Mobibrick in full.

7. Reporting and Tracking

7.1 The calculation of the Advertising Cost shall be made by Mobibrick, and Mobibrick’s records shall constitute sole evidence as to the number of clicks on the Creative. Mobibrick shall provide Advertiser with final reports of its records within eight (8) calendar days from the end of each calendar month during the term of this Agreement.
7.2 In the event that Advertiser believes that there is a discrepancy in Mobibrick’s report, Advertiser must provide Mobibrick with a reasoned report of such discrepancy within three (3) calendar days from receipt of Mobibrick’s report; otherwise, Mobibrick shall not be liable for such discrepancy. Mobibrick shall review Advertiser’s report, and in the event of disagreement with respect to any discrepancies, Mobibrick’s records shall prevail and be decisive.

8. Term and Termination

8.1 Automatic Termination: This Agreement shall terminate automatically when the Advertising Cost has reached the Budget and accordingly been fully spent.
8.2 Daily Automatic Termination: During each day of the Campaign Term, upon reaching the Daily Budget, Mobibrick will remove Advertiser’s Creative from the Advertising Network, and will re-post it on the Advertising Network on the next day of the Campaign Term. Advertiser acknowledges that due to technical limitations and the nature of the services, the Daily Advertising Cost may exceed the Daily Budget by up to 20% before the Creative is removed from the Advertising Network. In such event, the excess cost shall be reduced from the Daily Budget of any one or more of the following days of the Campaign Term, provided that the Advertising Cost shall in no event exceed the total Budget. For illustration purposes only: If Advertiser’s total Budget is US$1000 the Campaign Term is 10 days, and the Daily Budget is US$100: The Daily Advertising Cost may reach up to US$120 before the removal of the Creative from the Advertising Network. In such event, the exceeding US$20 amount shall be reduced, at Mobibrick’s sole discretion, from any one or more of the following days’ Daily Budget, and the Campaign shall be removed from the Advertising Network once the Advertising Cost during the Campaign Term reaches US$ 1,000. Advertiser waives any claim against Mobibrick or any one on Mobibrick’s behalf in connection with this Section 8.2.
8.3 In the event that an Advertiser creates a new Budget with respect to an existing Campaign and provides new funds accordingly, all existing terms and obligations shall remain applicable with respect to the new Budget and the Campaign shall be immediately continued.
8.4 Termination for Convenience: Each party shall be entitled to terminate this Agreement, at any time, by providing the other party with a forty eight (48) hour prior written notice. For the avoidance of doubt, all obligations and rights shall continue to apply until the expiration of such forty eight (48) hours, and all Advertising Cost exceeding the Daily Budget pursuant to the terms of Section 8.2 above during such forty eight (48) hours, if any, shall not be refunded by Mobibrick.
8.5 Termination for Cause: Mobibrick shall be entitled to terminate this Agreement immediately without previous notice in the event that Advertiser breaches the terms of this Agreement and fails to cure such breach within one (1) calendar day of being notified of such breach.
8.6 Refund: Upon termination of this Agreement, Advertiser may file a request for refund, which shall be reviewed by Mobibrick. If, according to Mobibrick’s records, on the effective date of termination the Budget exceeds the Advertisement Cost, Mobibrick shall refund such excess amount within forty eight 30 days from the date Mobibrick accepts the Advertiser’s request. Advertiser’s right to a refund shall not apply in the event that Mobibrick terminates this Agreement due to Advertiser’s breach of this Agreement.
8.7 Effect of Termination: Upon termination of this Agreement, the Campaign shall terminate, and Mobibrick shall remove the Creative from the Advertising Network.
8.8 Survival: Notwithstanding anything to the contrary herein, Sections ‎5, ‎7, ‎8, ‎9, ‎10, ‎11, ‎12, ‎13 and ‎14 shall survive termination or expiration of this Agreement for any reason.

9. Intellectual Property

9.1 Mobibrick and its licensors own and shall retain all right, title and interest in and to the Mobibrick Portal and the Advertising Network, luding all Intellectual Property rights embodied therein.
9.2 Subject to the license grant to Mobibrick in accordance with Section ‎4 above, Advertiser and its licensors own and shall retain all right, title and interest in and to the Creative, luding all Intellectual Property rights embodied therein.
9.3 Without derogating from the above, each party acknowledges the other party’s ownership in its respective Intellectual Property and agrees it will do nothing onsistent with such rights.

10. Indemnification

Advertiser shall indemnify and hold harmless Mobibrick and its affiliates, directors, officers, employees, and agents from and against any claims, actions, suits, liabilities, losses, damages, judgments, settlements, costs and expenses (luding reasonable attorney’s fees) associated with any claim or action by third parties (collectively a “Claim”), to the extent such Claim arises from, or is connected with, any misrepresentation or any breach of any representation, warranty, or on the part of Advertiser, luding, without limitation, claims of infringement of any Intellectual Property rights or other right of a third party. Mobibrick agrees to provide Advertiser with (i) prompt written notice of the Claim, to the extent feasible, (ii) sole control over the defense or settlement of such Claim (provided that Advertiser shall not, without Mobibrick’s prior written consent, settle any such Claim if such settlement contains a stipulation to or admission or acknowledgement of any liability or wrongdoing on the part of Mobibrick or imposes any obligation on Mobibrick other than a monetary obligation that is payable in full by Advertiser under this Section ‎10) and (iii) reasonable information and assistance in the defense and/or settlement of any such Claim at Advertiser’s expense.

11. Confidentiality

The parties agree that Confidential Information provided under this Agreement will be held and maintained in confidence and each party will use at least the same degree of care to protect the Confidential Information of the other party that it utilizes to protect its own confidential information, but in no event less than reasonable care. The receiving party may use the Confidential Information only for the purposes for which it was disclosed. Confidential Information may be disclosed by the receiving party only to affiliates, employees, agents and contractors with a need to know, and to its auditors and legal counsel, provided in each case they are under a written obligation or duty to keep such information confidential using standards of confidentiality not less restrictive than those required by this Agreement.

12. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL SERVICES ARE PROVIDED BY Mobibrick ON AN “AS IS” BASIS AND Mobibrick EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES WITH RESPECT THERETO, LUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND RESULTS TO BE OBTAINED BY Mobibrick AND ADVERTISER IN CONNECTION WITH THE USE OF ANY Mobibrick SERVICE. WITHOUT LIMITING THE FOREGOING, Mobibrick EXPRESSLY DISCLAIMS ANY WARRANTIES THAT ACCESS TO OR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

13. Limitation of Liability

EXCEPT WITH RESPECT TO WILLFULL MISCONDUCT, GROSS NEGLIGNECE, INDEMNIFICATION, AND CONFIDENTIALITY PROVISIONS HEREUNDER, UNDER NO CIRCUMSTANCES SHALL Mobibrick BE LIABLE TO ADVERTISER FOR INDIRECT, IDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF Mobibrick HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY ASPECT OF THE SERVICES PROVIDED HEREIN. ANY AND ALL CLAIMS IN THIS RESPECT ARE EXPRESSLY WAIVED. EXCEPT WITH RESPECT TO WILLFULL MISCONDUCT, GROSS NEGLIGNECE, INDEMNIFICATION, AND CONFIDENTIALITY PROVISIONS HEREUNDER, Mobibrick SHALL NOT BE LIABLE IN ANY EVENT TO ADVERTISER FOR MORE THAN THE TOTAL ADVERTISING COST CHARGED TO ADVERTISER DURING THE TERM OF THIS AGREEMENT. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST Mobibrick MORE THAN ONE YEAR AFTER THE DATE OF SERVICE. EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITIONS OF LIABILITIES STATED HEREIN.

14. Miscellaneous

14.1 Non-Exclusivity. The relationship between the parties is non-exclusive and this Agreement shall not restrict either party form engaging in any promotion or advertisement relationship with any third party.
14.2 Mobibrick is Independent Contractor. Mobibrick is an independent contractor of Advertiser. This Agreement does not create any employment, agency or partnership relationship between the parties. Neither party shall have the right, power or authority to obligate or bind the other in any manner whatsoever, except as otherwise agreed to in writing.
14.3 Press Releases. Advertiser is willing to collaborate with press releases and/or be mentioned as a new client. Advertiser permits Mobibrick to display Advertiser’s application logo and description on Mobibrick’s website or any other media as part of its client list.
14.4 Entire Agreement. This Agreement constitutes the complete and exclusive statement of all mutual understandings between the parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written.
14.5 Amendment. Mobibrick reserves the right at any time to amend this Agreement in its sole discretion. Mobibrick will notify Advertiser of any such amendment. This Agreement, as amended, will be effective 2 calendar days after the posting of any amended terms on the Mobibrick Portal. If Advertiser does not agree to any amendment to this Agreement, Advertiser must notify Mobibrick and the Agreement will be terminated.
14.6 Law and Venue. This Agreement shall be governed by the laws of the State of New York. Jurisdiction and venue for any suit or proceeding arising under or in connection with this Agreement or the relationship of the parties shall lie exclusively in the competent courts in the State of New York. Nothing in this Section shall be deemed to limit the parties’ right to seek interim injunction relief in any court of law.
14.7 Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, luding but not limited to electrical outages, failure of internet service providers, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.
14.8 Assignment. Mobibrick shall be entitled to assign this Agreement, without obtaining the written consent of Advertiser, to any entity that controls, that is controlled by, or that is under common control with, Mobibrick, as well as to any entity acquiring all or substantially all of the shares or assets of Mobibrick, whether by way of a merger, a share transaction, an asset transaction, or otherwise. Advertiser may not assign or transfer any of its rights or obligations under this Agreement to a third party without the prior written consent of Mobibrick.
14.9 Notices. All notices shall be in writing and shall be deemed to be delivered two (2) calendar days after sending. All notices to Mobibrick shall be sent toinfo@Mobibrick.com
14.10 , and all notices to Advertiser shall be sent to the email address supplied by Advertiser at registration, or to such other address as either party may, from time to time, designate by notice to the other party.
14.11 No Waiver. A waiver of any breach of this Agreement is not a waiver of any other breach. Any waiver will be in writing and signed (or sent via email) by an authorized representative of the waiving party.
14.12 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the provisions shall remain in full force and effect. The invalid or unenforceable provision shall be modified so as to render it enforceable while giving effect, as nearly as possible to the original intent of the parties.


 

About Us

We are the leading independent mobile CPI marketplace, making mobile simple for the world’s top brands, app developers, and mobile web publishers. The company's unique data and technology assets enable its advertising clients to connect with their target audiences at scale, while also driving monetization for its publisher and developer partners.

Address

Mobibrick Technologies.
121-122A, 1st Floor
Spaze I Tech Park, Sector 49
Gurgaon , India 122001
P: (+91)-124-436-8386