PLEASE CAREFULLY READ THESE TERMS OF USE BEFORE USING UNIVERSAL MYAPPFREE

Welcome to Universal Myappfree

[1.1] These terms of use govern your use of Universal Myappfree (“UM” or “UM Adverstising Program”, as defined in this Agreement), a web application made available by MyAppFree Srl ("Company”, "Us" or “We”). These terms of use constitute a legal agreement (the “Agreement”) between You ("You" or the "User"), as publisher (“Publisher”) enrolling into UM’s publisher’s program, and Us. By using UM, you accept this Agreement in full, and any future amendments and additions as we may publish from time to time. If You disagree with this Agreement or any part of this Agreement, You must not use UM. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity, its members, its administrative users, and its affiliates to this Agreement. In that case, the terms “You” or the “User” shall also refer to such entity, its members, its administrative users, and its affiliates, as applicable. If You do not have such authority, You must not use UM.

[1.2] You must be at least 13 years of age to use UM. By using UM – and by agreeing to these terms and conditions – You warrant and represent that you are at least 13 years of age.

[1.3] This Agreement may be saved and printed through the options of UM.

What is UM and how it works

[2.1] UM is a platform which provides services (the “Services”) in which “Advertisers” (Advertiser means an UM client promoting applications, products or services – on its behalf or on behalf of any third parties – to a mobile audience through the UM Advertising Platform and its network of Publishers) may select specific publishers for distributing and promoting their applications, products or services by means of “Mobile Campaigns” (Mobile Campaign means, with respect to each Publisher selected by Advertiser, the promotion and distribution of the Advertiser’s Application(s) via “Publisher’s Medium” for the purpose of generating a “Transaction”). If Publisher is selected by an Advertiser to distribute and promote the Advertiser’s Mobile Campaign, Publisher, through the use of the UM Advertising Platform (UM’s proprietary Application Programming Interface tools and managed services made available by UM to its Publishers, for the launch, management and distribution of specific Mobile Campaigns, which Advertiser selected the Publisher to promote), shall have the opportunity to earn remuneration in connection with an “Action” (such as mobile application installs, clicks, sales, registrations, impressions and leads) in accordance with the “Mobile Campaign Conditions” (Mobile Campaign Conditions means conditions and/or restrictions imposed by the Advertiser for the promotion and distribution of the Advertiser’s Application) and the “Mobile Campaigns Restrictions” (Mobile Campaign Restrictions means conditions and/or restrictions imposed by Us).

[2.2] We hereby grant to You, a revocable, non-transferable, non-exclusive and non-sublicensable right and license during the term of this Agreement, to use and access UM solely in connection with the distribution of the Applications via the Publisher Medium.

[2.3] You shall comply with the following Mobile Campaign Restrictions:

(i) Offers cannot be re-brokered to affiliate networks or other third parties.

(ii) Mobile Campaigns must be run on traffic owned by the You, or under your direct control.

(iii) Adult traffic is never allowed on any Mobile Campaign.

(iv) Any traffic derived from or associated with attribution fraud is strictly prohibited (this includes, but is

not limited to: click spamming, click stuffing, placing tracking links as impression pixels, pre-caching clicks, ad-stacking, or targeting users excessively).

(v) Push notifications & discovery app traffic are not allowed on any Mobile Campaign unless approved by

Us in advance.

(vi) Incent traffic is never allowed on non-incent campaigns.

Summary

[3.1] In Publisher’s Account (the “Account”) you may distribute and promote Mobile Campaigns, which you were selected to distribute by the relevant Advertiser, have access to reporting tools and issue its payment requests to UM. You hereby acknowledge and agree that We track the performance of the Mobile Campaign via our or a third party’s tracking solution (“Tracking Solutions”) as elected by Us and the relevant Advertiser, in respective sole discretion. You hereby acknowledge and agree that such Tracking Solutions shall be the sole basis for determining the number of Transactions.

[3.2] You ensure that any Mobile Campaigns promoted via the Publisher Medium shall comply with the Mobile Campaign Conditions and the Mobile Campaign Restrictions. In addition, You acknowledge that Mobile Campaigns, the Mobile Campaigns Conditions and the Mobile Campaign Restrictions may be terminated, modified, or updated by the Advertiser or US without notice. You ensure that Mobile Campaigns promoted shall be and remain as current as Mobile Campaigns made available by UM through the UM Advertising Platform. You undertake to remain updated with UM’s API every <…> minutes to verify the availability and conditions of Mobile Campaigns. We reserve the right to retain payments in case of your failure to observe the terms of this Section 3.2.

[3.3] You hereby acknowledge and agree that we are providing the Services as an intermediary between Advertisers and Publisher. We shall not be held responsible or liable for any actions or omissions performed or omitted by Advertiser, including without limitation any claims or demands asserting that the creative materials violate any relevant rights of any third party, such as intellectual property rights. You acknowledge that Advertiser shall develop all aspects of the Mobile Campaign and shall provide to US all creative materials required for the marketing of the Mobile Campaign.

[3.4] You are responsible for any activity that occurs through your Account and You agree you will not sell, transfer, license or assign your account, username, or any account rights. You are responsible for keeping your password secret and secure. With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, We prohibit the creation of and You agree that you will not create an Account for anyone other than yourself. You must not create accounts with UM through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper. You also represent that all information You provide or provided upon registration and at all other times will be true, accurate, current and complete and You agree to update your information as necessary to maintain its truth and accuracy.

[3.5] You agree that You will not solicit, collect or use the login credentials of other UM users.

[3.6] You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and You must not post private or confidential information via UM, including, without limitation, your or any other person's credit card information, social security or alternate national identity numbers, non-public phone numbers or non-public email addresses.

[3.7] You agree to comply with all laws, rules and regulations (applicable to your use of UM).

[3.8] You must not change, modify, adapt or alter UM or change, modify or alter another website so as to falsely imply that it is associated with UM.

[3.9] You must not create or submit unwanted email, comments, or other forms of commercial or harassing communications ("spam") to any UM users.

[3.10] You must not attempt to restrict another user from using UM and You must not encourage or facilitate violations of this Agreement or any other UM terms.

[3.11] Compensation is derived from a specified Action identified within an Insertion Order (“IO”) executed by both parties.

[3.12] Violation of this Agreement may, in Us sole discretion, result in termination of your UM account. You understand and agree that You use the Service at your own risk. If You violate the letter or spirit of this Agreement, or otherwise create risk or possible legal exposure for Us, We can stop providing all or part of UM to you.

[3.13] In the event of a conflict between an IO, other terms or this Agreement, this Agreement will prevail.

Modifications and Accounts

[4.1] We reserves the right at any time and for any reason to suspend, terminate or cease providing Your access to UM or any part thereof, temporarily or permanently.

[4.2] You hereby agree that:

(a) Unless otherwise stated, We and/or our licensors own the intellectual property rights on UM.

(b) We shall not be liable to You or to any third party for any changes or modifications to UM that We may wish to make from time to time, or for any decision to suspend, discontinue or terminate UM or any part or parts thereof, or your or any other User’s possibility to use or access the same from or within any territory or territories.

(c) We may change the features of any type of Account, may withdraw or introduce new features, products or types of Account at any time and for any reason, and may change the prices charged or compensation for any of its Accounts from time to time. In case of increase in the price of any Account to which you have subscribed, such changes will be communicated to you and will only take effect with respect to any subsequent renewal.

Compensation and payment

[5.1] We shall pay Publisher for Transactions a compensation based on a revenue share model. Therefore, Publisher shall be entitled to an agreed upon share of the actual revenue generated by UM as a result of the installation and activation of applications distributed by Publisher as part of the Mobile Campaign, where We shall have the right to retain the remainder share of such income in consideration for our Services.

[5.2] We shall pay any amounts due thirty (30) days after the end of each month, less any taxes required to be withheld under applicable law, provided that We may, in our discretion, withhold payments until such time as the advertiser has paid US for any Program. We reserve the right to make payments to You only when the balance recorded in your Account is greater than USD 1000.00. We require Publisher invoice as condition for payment to be process.

[5.3] We reserve the right to reduce any payments owed to Publisher at any time, as a consequence of any offsets taken by Advertisers for invalid Actions, technical errors, tracking discrepancies, multiple transactions from the same person, device or IP address, transactions which are not in compliance with the Mobile Campaign Conditions, transactions in which the end user is the Publisher or its agents and the like. If no further payments are due to Publisher, Publisher shall pay back these amounts within fifteen (15) days of receipt of invoice for the offset amount. We shall compile, calculate and electronically deliver data required to determine Publisher’s billing and compensation. Any questions or disputes regarding the data or payout provided by Us must be submitted in writing within fifteen (15) business days of receipt of final numbers, or the information will be deemed accurate and accepted as such by Publisher. Invoices submitted to US and payments made to Publisher shall be based on the Actions as reported by US.

[5.4] if You breach the Mobile Campaign Restrictions in any way, We may take such action as We deem appropriate to deal with the breach, including non-payment and suspending your access to UM.

[5.5] Publisher shall be responsible for paying all applicable taxes, duties and other governmental charges imposed on it with respect to its remuneration.

Limitation of Liability

[6.1] You expressly acknowledge and agree that We shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use UM.

[6.2] In no event shall We be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with UM or this Agreement (however arising including negligence). You agree to indemnify and hold Us and (as applicable) our parent companies, subsidiaries, affiliates, our partners, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third-party.

[6.3] You use UM at your sole risk. UM is provided on an ”as is“ and ”as available“ basis without any warranty or condition, express, implied or statutory. Particularly:

a) We do not warrant that UM will be uninterrupted, timely, secure, or error-free.

b) We do not warrant that the results that may be obtained from the use of UM will be accurate or reliable.

c) We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you through UM will meet your expectations, or that any errors in UM will be corrected.

[6.4] UM is only a venue. Because of this, in the event that you have a dispute with one or more Advertisers, you release Us from any and all claims, demands, or damages (actual, direct or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.

Relationship

[7.1] You do not have authority to enter into contracts or commitments, whether written or oral, implied or express, on our behalf.

[7.2] No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.

Reasonableness

[8.1] By using UM, You agree that the costs, exclusions and limitations of liability set out in this Agreement are reasonable. IF YOU DO NOT THINK THEY ARE REASONABLE, YOU MUST NOT USE UM.

Acceptable use

[9.1] You must not use UM in any way that causes, or may cause, damage to UM or impairment of the availability or accessibility of UM; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

[9.2] You must not use UM to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious software.

[9.3] You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to UM without our express written consent.

Indemnity

[10.1] You hereby indemnify Us and undertake to keep Us indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by Us to a third-party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by Us arising out of any breach by You of any provision of this Agreement, or arising out of any claim that You have breached any provision of this Agreement.

Breaches of this Agreement

[11.1] Without prejudice to our other rights under this Agreement, if You breach this Agreement in any way, We may take such action as We deem appropriate to deal with the breach, including suspending your access to UM, charging you fees to compensate for our lost revenue, prohibiting you from accessing UM, blocking devices using your IP address from accessing UM, contacting your internet service provider to request that they block your access to UM and/or bringing Court proceedings against you.

Severability

[12.1] If a provision of this Agreement is determined by any Court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

Entire agreement

[13.1] These terms and conditions, together with the Privacy Policy constitute the entire Agreement between you and Us in relation to your use of UM, and supersede all previous agreements in respect of your use of UM.

Termination

[14.1]. You may terminate this Agreement at any time, deleting your account or disabling your application. We may terminate this Agreement or terminate or suspend your right to use UM or the related service at any time for any-or-no reason (including, without limitation, in the event that we believe that you have breached this Agreement or any policy posted on UM, or if we otherwise find that you have engaged in inappropriate and/or offensive behaviour – collectively, "Prohibited Conduct" – by providing you with written or email notice of such termination to the physical or email address you have provided us), and termination will be effective immediately upon such notice. In all such cases, this Agreement shall terminate, but the following provisions will still apply: 2.3, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 4.2, 5.2, 5.3, 5.4, 5.5, 6.1, 6.2, 6.3, 6.4 , 8.1, 9.1, 9.2, 9.3 ,10, 11.1, 12.1, 13.1, 15.1, 15.2, 15.3, 15.4, 16.1.

Law, Jurisdiction, Arbitration

[15.1] To expedite resolution and reduce the cost of any dispute, controversy or claim, past, present, or future, between You and Us, including without limitation any dispute or claim related to or arising out of this Agreement ("Dispute"), You and Us may attempt to negotiate any Dispute informally (the "Informal Negotiations") before initiating any arbitration or Court proceeding. Such Informal Negotiations will commence upon written notice.

[15.2] If a Dispute is not resolved through Informal Negotiations and You live in the EU, You and Us agree to try to resolve any and all Disputes, using the EU Online Dispute Resolution platform to reach an out-of-court settlement. The EU Online Dispute Resolution platform is developed and operated by the European Commission. The EU Online Dispute Resolution platform is user-friendly, multilingual and accessible to all. Everything is done in four, simple steps:

(i) You fill in an online complaint form and submits it;

(ii) the complaint is sent to Us;

(iii) Once You and Us agree on an Alternative Dispute Resolution entity to handle the dispute, the EU Online Dispute Resolution platform transfers automatically the complaint to that entity;

(iv) The Alternative Dispute Resolution entity handles the case entirely online and reaches an outcome in 90 days.

EU Online Dispute Resolution website https://webgate.ec.europa.eu/odr/

Our mail: info@myappfree.com

[15.3] If You do not live in the EU or if a Dispute is not resolved through the European Commission’s Online Dispute Resolution platform, You and Us agree to resolve any and all Disputes (except those Disputes expressly excluded below) through final and binding arbitration ("Arbitration Agreement"). This Arbitration Agreement shall be governed by the Rules of the Milan Chamber of Arbitration (the Rules), by a sole arbitrator, appointed in accordance with the Rules.

[15.4] Except where otherwise required by the mandatory law of the United States or any member state of the European Union, this Agreement will be governed by and construed in accordance with the laws of Italy, and any disputes relating to these terms and conditions will be subject, in case of Disputes not resolvable through Arbitration, to the exclusive jurisdiction of the Courts of Italy.

Time limitation

[16.1] You agree that any claim you may have arising out of or related to your business relationship with Us must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

Contact

All notices provided by a party in connection with this Agreement will be deemed given as of the day they are received either by email, messenger, delivery service, postage prepaid, certified or registered, return receipt requested, and addressed as follows:

MyAppFree S.r.l.

Via del lavoro, 43

Imola (BO) 40026

ITALY

Your address for such notices is your email address and/or physical address that you have provided to Us.

If you have any questions regarding this Agreement, please contact us.

We may revise this Agreement from time-to-time. Revised Agreement will apply to the use of UM from the date of the publication of the revised Agreement. Please check this page regularly to ensure you are familiar with the current version.