Terms and Conditions
These general terms and conditions (“Agreement”) outline the terms and conditions by which TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY, a company incorporated in England and Wales under Company Number 08904951 with its registered office at 3rd Floor, Classic House, 174-180 Old Street, London EC1V 9BP, United Kingdom (“TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY”) shall supply the Services (defined below) to you (“Publisher”) in conjunction with the Digital Properties (as defined below).
The terms of this Agreement are applicable to all Services, which may be provided, either together or separately. Any particular Service shall also be subject to the specific terms and conditions set out in the relevant Service Addendum which shall be deemed to form part of this Agreement. TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY reserves the right to modify this Agreement at any time without prior notice.
Please read this Agreement carefully before signing up to use the Services (defined below). By signing up to our Services and using the Site (defined below), you warrant you have the right to agree to, and accept and perform the obligations set out in this Agreement on behalf of Publisher.
1. Definitions and Interpretation
1.1. Definitions
1.1.1. Adapter means the specific code developed by TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY and made available to Publisher, to enable TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY to bid on Publisher’s inventory through a Mediation Platform or Header Bidding Technology.
1.1.2. Application means the Publisher’s mobile application(s) notified in advance to, and approved by, TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY in relation to which TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY provides the Services;
1.1.3. Confidential Information means any (i) business and technical information related to the discloser’s operations, including but not limited to: products, procurement, project plans, requirements, business terms, people, processes, information systems, facilities, logistics, finances, sales, and marketing; and (ii) information that, given the circumstances surrounding its disclosure or the nature of the information a reasonable person would conclude to be confidential. It shall not include information that: (a) at the time of disclosure is published or otherwise in the public domain; (b) after disclosure becomes part of the public domain other than through a breach of confidence or confidentiality; (c) was known to the recipient prior to receipt from the discloser, provided such prior knowledge can be substantiated by documentary evidence antedating the disclosure by the discloser; (d) is disclosed to the recipient by a third party (other than employees or agents of either party) that, in making such information available to the recipient, is not in violation of any obligation of confidentiality to the discloser; or (e) is independently developed by the recipient, provided such independent development can be substantiated by documentary evidence predating the disclosure by the discloser;
1.1.4. Digital Property means an Application or Website;
1.1.5. End-User means individual users of devices via which they access Digital Properties in relation to which the Services are provided;
1.1.6. Header Bidding Technology means a technology offered by a third-party header bidding technology provider that enables Publisher to open its inventory simultaneously to several demand partners (such as TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY ), who will be able to real-time bid to match advertisements with Publisher’s inventory;
1.1.7. Impression means a single instance of displaying an TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY advertiser advertisement to a bona fide End-User on such End-User’s wireless device. “Impression” excludes any advertisements displayed in Digital Properties in breach of clause 3 of the Monetization Service Addendum (“Invalid Impression”). TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY shall determine the validity of the Impressions or other forms of engagement with advertisements in its reasonable discretion using industry accepted third-party and internal reporting tools. Invalid Impressions will not be counted towards the Publisher’s Net Earnings;
1.1.8. Mediation Platform (or Ad Server): a platform that enables the Publisher to send incoming ad requests to several demand partners (such as TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY) and help ensure the Publisher to find available ad sources to fill the requests for their inventory;
1.1.9. TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY Technology means the Site, SDK, Tags, reporting API, Adapter and any other technology made available to Publisher to access the Services;
1.1.10. Publisher Trade Marks means the Publisher’s trade marks, whether registered or not, including Publisher’s company name, trade names and/or logos used to market the Digital Properties;
1.1.11. SDK means the documentation, software (source or object code), applications, sample code, tools, libraries, APIs, data, files, plug-ins, and other materials, including updates or upgrades, made available by TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY to Publisher;
1.1.12. Services means the services provided by TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY to Publisher in relation to the Digital Properties as more particularly outlined in a product addendum;
1.1.13. Site means via our website made available by TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY to sign up for and use the Services (including related tools), currently
1.1.14. Tags means the TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY JavaScript or other code to be incorporated into Websites to access the Services;
1.1.15. Updates means all modifications to the SDK, and, if applicable, Header Bidding Technology providers’ and Mediation Platform’s SDK, including any upgrades, patches, enhancements, custom builds, or fixes and/or updates to Adapters and/or Tags; and
1.1.16. Website means Publisher’s mobile website(s) notified in advance to, and approved by, TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY in relation to which TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY provides the Services.
1.2. Interpretation
1.2.1. Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.
1.2.2. Words in the singular shall include the plural and vice versa.
1.2.3. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
1.2.4. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.2.5. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Use of the Services
2.1. Use of the Services is subject to TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY prior approval and Publisher’s continued compliance with this Agreement. TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY reserves the right to refuse to provide the Services or terminate Publisher’s right to use the Services at any time in TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY sole discretion. Publisher’s continued use of the Services shall be deemed acceptance of this Agreement.
3. Licence
3.1. Licence. Subject to the terms of this Agreement (including any applicable Service Addendum), TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY grants Publisher, a revocable, limited, personal, non-sublicensable, worldwide, non-exclusive, non-transferable, royalty-free, licence to use the TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY Technology solely in conjunction with the Digital Properties in order to use the TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY Technology.
3.2. Implementation. Publisher agrees, to implement the SDK, Tags and/or Adapters, and if applicable Header Bidding Technology provider’s SDK and/or Mediation Platform’s SDK, as appropriate, in accordance with the technical specifications, policies and any other reasonable directions provided by TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY as amended from time to time.
3.3. Updates. Updates provided to Publisher shall immediately become part of the TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY Technology and subject to this Agreement. Publisher shall promptly implement all Updates provided by TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY and, if applicable, by Header Bidding Technology providers and/or Mediation Platforms. Any obligation of TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY to Publisher arising in relation to Publisher’s use of the SDK, Tag and/or Adapter is limited to the then-current version of the SDK, Tag and Adapter, and/or the Header Bidding Technology provider’s and Mediation Platform’s SDK.
3.4. Support. Unless provided for under a Service Addendum or otherwise agreed in writing TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY shall not be obliged to provide Publisher any support in relation to the installation of the SDK, Tags or any Updates.
4. Ownership
4.1. Publisher Rights. As between Publisher and TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY, Publisher retains all right, title and interest in and to the Digital Properties, including all intellectual property rights. All rights not expressly granted by Publisher to TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY herein are hereby reserved by Publisher.
4.2. TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY Rights. As between TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY and Publisher, TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY retains all right, title and interest in and to the Services, TECH COMPUTER SERVICES LIMITED LIABILITY COMPANYTechnology and any materials created, developed, collected or provided by TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY in connection with this Agreement, including all intellectual property rights. All rights not expressly granted by TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY to Publisher herein are hereby reserved by TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY.
5. Publisher Obligations
5.1. Publisher represents and warrants that: (a) all of the information Publisher has provided and shall in the future provide to TECH COMPUTER SERVICES LIMITED LIABILITY COMPANYis accurate and current; (b) it has all necessary and legal rights, powers, and authority to accept and be bound by this Agreement and to perform the acts required of Publisher hereunder; (c) it is in compliance with all applicable laws; (d) where required for the Services, it will implement the TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY Technology in accordance with the documentation and policies made available here by TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY from time to time; (e) the Applications shall comply with all rules and policies of the Google Play Store or iOS App Store as appropriate (whether the Application itself has been downloaded via those outlets or not); (f) its email address for notices will be kept up to date on the Site and (g) it has adopted the most recent version of ads.txt.1.1. and TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY will be listed within Publisher’s (app-)ads.txt.
5.2. TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY represents and warrants that: (a) all of the information TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY has provided and shall in the future provide to Publisher is accurate and current; (b) it has all necessary and legal rights, powers, and authority to accept and be bound by this Agreement and to perform the acts required of Publisher hereunder; and (c) it is in compliance with all applicable laws.
5.3. If the Publisher is not the owner of the Digital Properties on which the advertisers’ advertisements are displayed through the Services, the Publisher represents and warrants that: (a) it holds all the necessary rights to the Digital Properties in order to enter into this Agreement; and (b) shall be responsible for ensuring that the publisher(s) and/or owner(s) of the Digital Properties comply with all relevant terms of this Agreement as if a party thereto.
6. Restrictions
6.1. Other than as expressly set forth in this Agreement, Publisher shall not, directly or indirectly, nor shall Publisher authorize or otherwise permit any third party, to:
– 6.1.1. reproduce, lease, transfer, license, resell, assign, distribute or otherwise commercially exploit or make available to any third party the Services and/or the TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY Technology;– 6.1.2. distribute any source code provided as part of the TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY Technology;– 6.1.3. modify, alter or create any derivative works of the TECH COMPUTER SERVICES LIMITED LIABILITY COMPANYTechnology;
– 6.1.4. reverse engineer, disassemble, decompile or attempt to uncover the source code for or any trade secrets related to the Services and/or TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY Technology except and only to the extent that such activity is expressly permitted by applicable law;
– 6.1.5. remove, alter or obscure any proprietary rights or notice on the Services and/or TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY Technology;
– 6.1.6. use the TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY Technology or the Services other than for their intended purposes;
– 6.1.7. use the TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY Technology or Services to create (or facilitate the creation of) any product or service that is in competition with TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY; and
– 6.1.8. include the TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY Technology connection with any mobile properties or other online services or applications other than the Digital Properties, unless agreed in writing by TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY.
6.2. Publisher undertakes not to create unlawful, defamatory, threatening, offensive or otherwise objectionable content regarding TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY.
7. Term and Termination
7.1. This Agreement commences on the date when Publisher signs up to the Services via our Site and shall continue until terminated in accordance with this Agreement.
7.2. Unless otherwise agreed in writing or stated in any Service Addendum:
– 7.2.1. Publisher may terminate this Agreement, in relation to any or all Services, at any time for convenience by giving written notice to TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY; and– 7.2.2. TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY may terminate this Agreement in relation to any or all Services, at any time in its sole discretion with or without notice to Publisher. Publisher will cease use of the TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY Technology and Services and, upon request, certify the same in writing to TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY within five (5) business days of notification of termination.
8. Confidentiality
Each party agrees not to disclose Confidential Information without the other party’s prior written consent and to use at least the same degree of care to prevent unauthorized use and disclosure of Confidential Information as it uses with respect to its own confidential information of like importance (but in no event less than a reasonable degree of care).
9. Account Identifiers
When setting up Publisher’s online TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY account, Publisher will choose unique and personal account identifiers, including a login and password. The login (i) identifies the account; and (ii) allows Publisher to log in to its account on the Site or otherwise access the Services. The login cannot be changed and identifies Publisher’s account uniquely and permanently. The password is specific to the account and Publisher is not authorized to sell, transmit, sublicense or disclose it to third parties. Publisher is responsible for Publisher’s password and undertakes to keep it confidential. Publisher is fully responsible for the activity on Publisher’s account. Passwords can be modified by TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY in the case of loss or theft of passwords, or if Publisher suspects that a third party might be able to use them. Publisher is responsible for the accuracy of the information associated with the account (especially the contact details and bank details). TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY shall not be responsible for any unauthorized access to Publisher’s account, or for any modification, deletion or impairment affecting all or part of the information Publisher will give TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY in the context of using Publisher’s access account.
10. Data Protection and Privacy
The parties shall comply with the terms of the Data Processing Annex with regard to the processing of any personal data (or equivalent term under applicable law).
11. Set-off
TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY may at any time, without notice to Publisher, set off any liability of Publisher to TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY against any liability of TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY to Publisher, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. If the liabilities to be set off are expressed in different currencies, TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY of its rights under this clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.
12. Exclusions and Limitation of liability
12.1. Except as expressly and specifically provided in this Agreement:
– 12.1.1. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and– 12.1.2. the Services and the TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY Technology are provided to Publisher on an “as is” basis.
12.2. Nothing in this Agreement excludes the liability of TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY :
– 12.2.1. for death or personal injury caused by TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY negligence; or– 12.2.2. for fraud or fraudulent misrepresentation.
12.3. Subject to clause 12.1 and clause 12.2:
– 12.3.1. TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and– 12.3.2. TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY total aggregate liability in contract (including in respect of the indemnity at clause 13.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the lesser of (i) USD 100,000 (one hundred thousand US Dollars); or (ii) the fees paid by TECH COMPUTER SERVICES LIMITED LIABILITY COMPANY to Publisher during the 12 months immediately preceding the date on which the claim arose.
12.4. The parties acknowledge and agree that the allocation of risk in this Agreement is reflected in the level of fees payable under this Agreement.