Terms and Conditions

1. Preliminary provisions and Conclusion of General Terms and Conditions

1.1. This general terms and conditions (hereinafter, the “T&C”), together with the Order Form(s) attached and duly signed by the Parties in turn, is undersigned by MyChips S.r.l, with registered office in Viale Marconi 16, Imola (BO), 40026 – Italy, VAT No. IT04354271209, in the person of its legal representative (hereinafter, the “Company” and the “MyChips”), and the publisher indicated on the Order Form (hereinafter the “Publisher”) (the Company and the Publisher are hereinafter collectively referred to as the “Parties” and individually as the “Party”). Hereinafter, the “Contract” shall refer to this T&C, the Order Form and any additional annexes, as well as any amendment and/or annex and/or addendum which is added or may be added to complete or amend the Contract itself. The Contract govern your use of Universal and MyChips (hereinafter, the “Products” and the “Platform”), a web application made available by Company.

1.2. Any reference, express or implied, to statutes or legislative provisions shall be construed as a reference to such statutes or legislative provision as amended respectively by other provisions (before or after the date on which this Contract is concluded) and shall include any measure, decree, regulation, resolution or other form of secondary legislation deriving from such statute or legislative provision. In the event of any discrepancy or conflict between the provisions of this T&C and the Order Form or other attachments, the following order of precedence shall apply: (1) Order Form; (2) T&C; (3) other annexes.

2. Description of Services

2.1 The Products are Products which provides services in which “Advertisers” (client promoting applications, products or services – on its behalf or on behalf of any third parties – to a mobile audience through the Platform and its network of Publishers) may select specific publishers for distributing and promoting their applications, products or services (hereinafter, the “Services”) by means of “Mobile Campaigns” (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”).

2.2. If Publisher is selected by an Advertiser to distribute and promote the Advertiser’s Mobile Campaign, Publisher, through the use of the Platform (MyChips’ proprietary Application Programming Interface tools and managed services made available by Company 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” (for example, mobile application installs, clicks, sales, registrations, impressions and leads) in accordance with the “Mobile Campaign Conditions” (conditions and/or restrictions imposed by the Advertiser for the promotion and distribution of the Advertiser’s Application) and the “Mobile Campaigns Restrictions” (conditions and/or restrictions imposed by Us).

3. Object of the Contract

3.1. Upon execution of this Contract and for its entire duration, the Company hereby grants to the Publisher a revocable, non-transferable, non-exclusive and non-sublicensable right and license to use and access the Platforms solely in connection with the distribution of the Applications via the Publisher Medium.

3.2. Depending on the Mobile Campaigns for which the Publisher was selected by Advertiser, the conditions of use of the SDK libraries used, as listed below, also apply:

a) Unity SDK:
UniWebview (https://onevcat.gumroad.com/l/uniwebview-repo)

b) React Native SDK:
(https://github.com/react-native-async-storage/async-storage/blob/main/LICENSE)
“@react-native-async-storage/async-storage”: “^1.23.1”,
“@react-native-community/netinfo”: “^11.3.2”,
“react-native-webview”: “^13.10.3”

3.2. The Publisher shall comply with the following Mobile Campaign Restrictions:

a) offers cannot be re-brokered to affiliate networks or other third parties;

b) Mobile Campaigns must be run on traffic owned by the You, or under your direct control;

c) adult traffic is never allowed on any Mobile Campaign;

d) 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);

e) push notifications & discovery app traffic are not allowed on any Mobile Campaign unless approved by Us in advance;

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

4. Representations and warranties

4.1. Within its account (the “Account”), the Publisher may (i) distribute and promote Mobile Campaigns, for which it has been selected to distribute by the Advertiser, (ii) have access to reporting tools and (iii) issue its payment requests to the Company.

4.2. The Publisher acknowledge, ensure and agree that:

(i) the Company monitors the performance of the Mobile Campaign through its own tracking solution (“Tracking Solutions”), chosen the sole discretion of Company and the relevant Advertiser;

(ii) the Tracking Solutions shall constitute the sole basis for determining the number of Transactions;

(iii) any Mobile Campaigns promoted via the Publisher Medium shall comply with the Mobile Campaign Conditions and the Mobile Campaign Restrictions;

(iv) the Mobile Campaigns, the Mobile Campaigns Conditions and the Mobile Campaign Restrictions may be terminated, modified, or updated by Company or the Advertiser without notice;

(v) that Mobile Campaigns promoted shall be and remain as current as Mobile Campaigns made available through the Platforms;

(vi) it undertakes to keep up to date with Platform’s API every 5 minutes to verify the availability and conditions of Mobile Campaigns;

(vii) the Company reserves the right to retain payments in case of your failure to observe the terms of this Section 4;

(viii) the Company provides the Services as an intermediary between Publisher and Advertisers, and the latter shall be solely and exclusively responsible 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;

(ix) the Advertiser shall develop all aspects of the Mobile Campaign and shall provide to the Company all creative materials required for the marketing of the Mobile Campaign;

(x) shall be solely and exclusively responsible for any activity carried out through their Account and You agree you will not sell, transfer, license or assign their account, username, or any account rights;

(xi) shall be solely and exclusively responsible for keeping your password secret and secure;

(xii) with the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, the Company prohibits the creation of an Account for third parties;

(xiii) it has no authority to enter into any contracts or commitments, whether written or oral, express or implied, on behalf of the Company;

(xiv) the Publisher shall not create accounts through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper;

(xv) all information provided upon registration and at all other times will be true, accurate, current and complete and the Publisher agree to update your information as necessary to maintain its truth and accuracy;

(xvi) violation of this Contract may result in the termination of Account at the Company’s sole discretion and based on documented evidence of the violation;

(xvii) the Company reserves the right, at any time and for any reason, to suspend, terminate, or interrupt access to Platforms or any part thereof, temporarily or permanently.

4.3. Given the above, the Publisher also undertakes to:

(i) not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and You must not post private or confidential information via the Platform, including, without limitation, their or any other person’s credit card information, social security or alternate national identity numbers, non-public phone numbers or non-public email addresses;

(ii) comply with all laws, rules and regulations (applicable to your use of Products);

(iii) not change, modify, adapt or alter the Products or change, modify or alter another website so as to falsely imply that it is associated with Products;

(iv) not create or submit unwanted email, comments, or other forms of commercial or harassing communications (“Spam”) to any users of the Platform;

(v) not attempt to restrict another user from using Products and You must not encourage or facilitate violations of this Contract or any other Platform terms.

4.4. Each Party, insofar as it is entitled, respectively represents and warrants that::

(i) it is a company that is duly incorporated and existing according to the laws of the state to which it belongs, which has the full right to sign the Contract, without restriction;

(ii) it is not aware of existing legal proceedings or being under threat of legal action before any authority whatsoever, which could affect its ability to perform its obligations under the Contract;

(iii) all materials that may be provided in the execution of the Contract are its own property and/or available to it;

(iv) nothing in this Contract is intended to, nor shall it be construed to, create any agency, partnership, joint venture, employer–employee, or franchisor–franchisee relationship between the Parties.

5. Fees and Billing

5.1. With the signing of the Contract, the Company shall remunerate the Publisher for Transactions on the basis of a revenue-share model, as specified in the applicable Order Form. Accordingly, the Publisher shall be entitled to the agreed share of the actual revenue generated by the Products as a result of the installation and activation of applications distributed by the Publisher within the scope of the Mobile Campaign, while the Company shall be entitled to retain the remaining portion of such revenue as consideration for the Services rendered.

5.2. The Company shall remit any amounts due to the Publisher within thirty (30) days following the end of each calendar month, net of any taxes required to be withheld under applicable law; however, the Company may, at its sole discretion, withhold any payment until the relevant advertiser has duly settled all amounts owing to the Company in connection with the applicable Program. The Company further reserves the right to issue payments to the Publisher only when the balance reflected in the Publisher’s Account exceeds USD 100.00. Submission of a valid invoice by the Publisher shall constitute a mandatory condition precedent to the processing and release of any payment.

5.3. The Company reserves the right to reduce any amounts payable to the Publisher at any time as a result of offsets applied by Advertisers in connection with invalid Actions, technical errors, tracking discrepancies, multiple transactions originating from the same individual, device, or IP address, Actions that do not comply with the applicable Mobile Campaign Conditions, Actions generated by the Publisher or its agents, or any similar circumstances. In the event that no further payments are due to the Publisher, the Publisher shall reimburse the Company for any such offset amounts within fifteen (15) days of receiving the corresponding invoice.

5.4. The Company shall compile, calculate, and electronically provide all data necessary to determine the Publisher’s billing and remuneration. Any questions or disputes concerning the data or payments communicated by the Company must be submitted in writing within fifteen (15) business days from the Publisher’s receipt of the final figures; failing such timely submission, the data shall be deemed accurate and conclusively accepted by the Publisher. All invoices issued to the Company and all payments made to the Publisher shall be based exclusively on the Actions as reported by the Company.

5.5. In the event that the Publisher breaches the Mobile Campaign Restrictions in any manner, the Company may take any measures it deems appropriate to address such breach, including, without limitation, withholding any payments otherwise due and/or suspending the Publisher’s access to Products.

5.6. The Publisher shall be solely responsible for the payment of all taxes, duties, levies, and other governmental charges imposed upon it in connection with, or arising from, the remuneration payable under this Contract.

6. Contract Term

6.1. The Contract will enter into effect on the date on which it is signed and will remain in effect for 2 (two) years. Unless otherwise specified in the Order Form, the Contract shall be automatically renewed upon expiry for 1 (one) year at a time and shall regulate the relationship between the Parties for all the Services referred to in the Order Forms signed by them throughout the duration period referred to in this article.

6.2. The Publisher may terminate this Contract at any time, by giving a written notice to the Company.

7. Limitation of Liability

7.1. The Publisher expressly acknowledges and agrees that the Company shall not, in any event, be liable for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages, including, without limitation, any loss of profits, revenue, business opportunities, goodwill, data, use, or other intangible losses, arising from or relating to the Publisher’s use of, or inability to use, the Products or otherwise arising out of this Contract, regardless of the cause and irrespective of the theory of liability, including negligence. The Publisher further acknowledges and agrees that the Company assumes no responsibility or liability for any materials or content that are unlawful, offensive, contrary to public policy or morality, or in breach of any mandatory laws or regulations.

7.2.The Publisher shall indemnify, defend, and hold the Company harmless, together with its parent companies, subsidiaries, affiliates, partners, officers, directors, agents, and employees, from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) asserted by any third party and arising out of, or connected with: (i) any breach by the Publisher of this Contract or of any other document incorporated herein by reference; (ii) any use or misuse of Products by Publisher; (iii) any violation by the Publisher of applicable laws, regulations, or third-party rights. The Publisher further agree that this indemnity obligation shall survive the termination of this Contract, and the Publisher shall continue to be bound by this provision even after ceasing to use Products or terminating their Account.

7.3.The Publisher acknowledges and accepts that, except in cases of willful misconduct or gross negligence, the maximum liability of the Company for any breach that is directly or indirectly related to the Contract shall not exceed the amount of the sums collected by the Company for the provision of the Services in the 12 (twelve) months prior to the breach. It is understood, however, that under no circumstances shall the Company be liable to the Publisher for any indirect damage, however caused and/or incurred, nor for any alleged loss of profit claimed by the Publisher, including, but not limited to, any economic/financial losses, business losses, losses of revenue, profits and/or goodwill. In particular, the Publisher expressly acknowledges and accepts that this limitation of liability also functions in relation to services provided by third parties and that the Company cannot be held liable in any way for any damage and/or inefficiency and/or malfunction related to the use of third-party services that are directly commissioned by the Publisher with regard to the Services.

8. Acceptable use

8.1. The Publisher shall refrain from using the Products in any manner that causes, or could reasonably be expected to cause, damage to the Products or that compromises, impairs, or otherwise adversely affects the availability, functionality, performance, or accessibility of the Products. The Publisher shall likewise refrain from any use of the Products that is unlawful, illicit, fraudulent, harmful, or associated with any unlawful, illicit, fraudulent, or harmful purpose or activity.

8.2.The Publisher shall not use the Products to copy, store, host, transmit, send, utilize, publish, or distribute any material that consists of, contains, or is linked to any spyware, malware, virus, Trojan horse, worm, keystroke logger, rootkit, or any other harmful, malicious, or disruptive software, code, or device.

8.3.The Publisher shall not engage in any form of systematic or automated data collection or extraction – including, without limitation, scraping, data mining, data extraction, or data harvesting – in connection with or relating to the Products, unless expressly authorized in advance by the Company in writing.

9. Data Protection

9.1. In the execution of this Contract, each Party agrees to act in compliance with all applicable data protection provisions.

9.2.The Publisher ensure that each of Publisher’s Medium where ads are available must contain a privacy policy that discloses and/or includes:

9.2.1. the usage of third-party technologies, including the one used by Us;

9.2.2. the usage of third-party technologies, including the one used by Us;

9.2.3. the data collection and usage resulting from the Service;

9.2.4. that third parties may be placing and reading cookies or other tracking tools on visitors’ browsers, or using web beacons to collect information in the course of advertising being served on the Publisher’s Medium;

9.2.5. information about visitors’ options for cookie or other tracking tools management; and

9.2.6. if applicable, the point of contact provided for in Chapter III (due diligence obligations for a transparent and safe online environment) of the regulation (EU) 2022/2065 (the Digital Service Act – “DSA”).

9.3. For the purposes set forth in the Contract, We might process personal data of which You are the data controller (“Publisher Data”). In this case, You agree to appoint Us as your data processor pursuant to and in accordance with Article 28 of the EU Regulation 2016/679 on the protection of individuals with regard to the processing of personal data (“Regulation”), by means of the data processing agreement attached as Annex A. In addition, You agree to enter into any additional agreements regarding the protection of personal data in order to properly regulate the processing activities carried out, respectively, by You and the tracking platforms used (e.g., Google Analytics) and/or the platforms for the management of advertising spaces (e.g., Ad Server and/or DMP) in such a way as to ensure compliance with the Regulations and to enable the protection of the rights of the data subjects.

9.4. The Parties declare that the processing of personal data controlled by You will take place in accordance with the principles and provisions set forth in the Regulation and the Code on Personal Data, approved by Legislative Decree No. 196 of June 30, 2003 as amended by Legislative Decree No. 101 of August 10, 2018 (“Code” and, together with Regulation, “Privacy Law”) including the provisions of the local Data Protection Authority issued in implementation of the Regulation, the Code or any applicable local law and its subsequent amendments and additions, and undertakes to process Publisher Data exclusively in accordance with the instructions contained in the aforementioned data processing agreement for the exclusive purpose of performing the activities agreed upon in this Contract.

9.5. Privacy Policy between the Parties: pursuant to and for the purposes of the provisions of the Privacy Law, by signing the Contract the Parties undertake, informing each other, to ensure that all personal data provided directly by either of the Parties or of which they come into possession during the term of the Contract and in any case connected with the Contract itself, relating to its staff or collaborators or third parties, will be subject to processing, automated and otherwise, exclusively for the management and administrative purposes inherent in the fulfillment of contractual and legislative obligations. The provision of data is necessary for the fulfillment of the aforementioned purposes, and in default, it will not be possible to carry them out in whole or in part. The data will be used by Us and You only in ways and procedures necessary to achieve the contractual purposes.

10. Non-competition

10.1. The Publisher undertakes not to engage in activities that are directly competitive with the Company’s Products or services covered by this Contract. In particular, the Publisher shall not develop, or commission third parties to develop, technologies or platforms that are substantially similar to those provided by the Company for the purpose of promoting or operating competing services, whether directly or indirectly, during the term of this Contract.

11. Confidentiality

11.1. Without As part of the negotiation and execution of the Contract, the Parties shall become aware of trade secrets and/or confidential information and/or material subject to intellectual and industrial property rights relating to and/or in any case connected to the activities of both Parties, including, but not limited to, information concerning the MyChips’ technologies, materials relating to the Services, presentations, business plans and/or marketing plans and information concerning research and development and/or technical information and/or trade secrets described, disclosed and/or provided, verbally and/or by means of presentations and/or in writing, in any type of format regardless of whether or not such information is marked and/or expressly indicated as “Restricted” or “Confidential” (hereinafter, the “Confidential Information”). Without limiting the foregoing, Confidential Information includes the content of the Contract and any Confidential Information disclosed prior to signing the Contract.

11.2. Without prejudice to what is elsewhere provided for in this article, with reference to the Contract, the Parties agree that the full text thereof may not be disclosed and/or shown to any third party, without prejudice to the legal advisors and any auditing firms appointed by each Party during the period prior to the signing of the Contract.

11.3. Each Party shall not disclose or communicate in any way (or cause to be disclosed or communicated in any way) any Confidential Information to any third party, except to the Parties and persons to whom the owner of the Confidential Information has given prior written consent to disclose the Confidential Information. Without prejudice to this prohibition, where disclosure is authorised, each Party shall at all times and in an appropriate manner communicate that such disclosure is made in strict confidence and that Confidential Information shall be kept as such in accordance with the Contract. The Party receiving the Confidential Information referred to in this article shall be responsible for any unauthorised disclosure or use of the Confidential Information outside the activities referred to in the Contract and for purposes and/or objectives other than those referred to in the Contract.

11.4. Each Party shall take all measures, actions and precautions reasonably necessary to ensure that none of the Confidential Information is disclosed or communicated in any way to third parties other than as provided for in the Contract and/or necessary for the purposes and/or objectives set forth in the Contract.

11.5. The commitments referred to in this article shall survive the term and shall remain in force for a minimum period of 5 (five) years and, in any event, for as long as the Confidential Information remains available and under the control of the Party holding it and the possibility of protection remains under applicable law.

11.6. Each Party acknowledges and agrees that any breach or attempted breach of this confidentiality clause will cause irreparable harm to the other Party and, accordingly, each Party agrees that the non-defaulting Party shall be entitled to obtain, by virtue of law, interim and/or urgent injunctive relief ante causam and temporary, preliminary and permanent injunctive relief in order to suppress and inhibit such breach, threat of breach or any other further breach of the Contract without the need to prove the damage; the right to obtain an injunction, however, is in addition to any other remedy that the non-defaulting Party may have under the law.

11.7. Notwithstanding the foregoing, in case of violation or attempted violation of this Article 11, the Company shall be entitled to claim a penalty equal to 3 (three) times the consideration set forth in the Order Form from the Publisher, without prejudice to compensation for the greater damages.

12. Breaches of this Contract

12.1. Without prejudice to any other rights or remedies available to the Company under this Contract, in the event that the Publisher breaches, or is reasonably suspected of breaching, any provision of this Contract, the Company may, at its sole discretion, take any measures it deems appropriate to address or mitigate such breach. Such measures may include, without limitation:

a) the immediate suspension or restriction of the Publisher’s access to the Platform;

b) the imposition of fees or charges to compensate the Company for any resulting loss, damage, or diminished revenue;

c) the permanent prohibition of the Publisher’s access to the Platform;

d) the blocking or disabling of any devices or accounts associated with the Publisher’s IP address;

e) contacting the Publisher’s internet service provider to request that access to the Products be restricted or blocked; and/or

f) initiating legal or judicial proceedings against the Publisher.

13. Withdrawal and termination

13.1. Each Party may withdraw from the Contract by sending a notice via certified email a minimum of 90 (ninety) days in advance, without prejudice, until the date of termination of the Contract, to i) the Company’s right to obtain payment of the fees set out in the Order Form and reimbursement of all expenses already incurred from the Publisher and ii) the Publisher’s right to receive all Services agreed in the Order Form.

13.2. Without prejudice to the right to claim damages, the Company may terminate this Contract, pursuant to and for the purposes of Article 1456 of the Italian Civil Code, by notifying the other Party via certified email that it wishes to avail itself of this express termination clause, if the Publisher violates any of the following clauses: 3. (“Object of the Contract”); 4. (“Representations and warranties”); 5. (“Fees and billing”); 8. (“Acceptable use”); 10. (“Non-competition”); 11. (“Confidentiality”). In any case, the Company’s right to obtain the payment of the fees set out in the Order Form and the reimbursement of all expenses already incurred until the actual termination of the Contract from the Publisher remains unaffected.

14. Assignment of the Contract

14.1. Neither Party may assign any right or obligation under this Contract without the written consent of the other Party.

15. Force Majeure

15.1. No Party shall be liable to the other Party for any delay or failure to perform its obligations if such delay or failure results from force majeure.

15.2. In the event that the force majeure should continue for a period of time exceeding 30 (thirty) days, each Party shall have the right to withdraw from this Contract with immediate effect, by simple written notice, renouncing any claim from now on for compensation in relation to any delay and default resulting from force majeure

16. General terms

16.1. No Party shall be liable to the other Party for any delay or failure to perform its obligations if such delay or failure results from force majeure.

16.2. The Contract contains the overall agreement reached by the Parties with respect to its subject matter and prevails over all previous communications, declarations, understandings and agreements, both verbal and written, reached by the Parties.

16.3. Any tolerance by a Party toward the conduct of the other, committed in violation of any provision of the Contract, shall not constitute a waiver of the rights deriving from the violated provision, nor of the right to demand the proper performance of all provisions of the Contract.

16.4. The failure or delay in exercising a right due to a part under the Contract does not imply a waiver thereof.

16.5. The invalidity or ineffectiveness of one or more provisions of the Contract shall not result in the invalidity or ineffectiveness of the remaining provisions of the Contract, therefore, in case of ascertained invalidity or ineffectiveness, the Parties hereby undertake to replace the provision(s) declared invalid or ineffective of the Contract.

16.6. Any amendment, variation or waiver of this Contract will not be valid and binding unless established in a written document signed by both Parties.

16.7. Communications between the Parties shall take place in the manner and at the addresses indicated in the Order Form.

17. Jurisdiction and Applicable Law

17.1. Contract, as well as any other agreement connected with it, shall be governed by Italian law.

17.2. All disputes relating to the Contract, including those concerning its interpretation, execution, validity and legal existence, shall be referred to the exclusive jurisdiction of the Court of Milan.

The Company may revise this T&C from time-to-time. Revised T&C will apply to the use of the Products from the date of the publication of the revised Contract. Please check this page regularly to ensure you are familiar with the current version.