Subscription Terms and Conditions

Definitions:

a.	Parties’ Confidential Information shall mean all written or oral information, proprietary to the Party, including, source code, object code, customer lists, employee lists / policies, samples, models, data, designs, programs, drawings, tools, concepts, formulae, algorithms, processes, technical specifications, synchronization interfaces, material prepared, by such Party including derivative works.  All data, information, material by the nature of the information or the circumstances surrounding disclosure ought reasonably to be treated as confidential. Provided that any feedback, notification, surveys etc. carried on by the Company on behalf of the Subscriber under this Agreement and all the User Data, shall also be the Confidential Information of the Subscriber.

b.	Party’s Intellectual Property:  Either Party acknowledges that each Party retains all right, title and interest in and to the services and all software, materials, formats, interfaces, information and data (except data/information generated by Subscriber and its users), content and a Party’s proprietary information and technology used by the Party or provided to the other Party in connection with this Agreement and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by a Party to the other Party or learned as a result of Services under this Agreement. Further any feedback, notification, surveys etc. carried on by the Company on behalf of the Subscriber under this Agreement, shall also be the intellectual property of the Subscriber.

Other than limited permission to use the Intellectual Property of a Party as expressly set forth in this Agreement, no other license or other proprietary rights are granted to the other Party and all such rights are hereby expressly reserved by such Party. 

“User Data” means the data collected, processed or stored to monitor and analyse installation activities of users of Subscriber’s app using the AppICE Service.


c.	Term: shall be 12 months from the Effective Date.

d.	AppICE Service: means attribution analytics solutions in relation to the installation of Subscriber’s app through offered through AppICE SDK or API services

1.	Subscription to AppICE Service: Subject to the terms of this Agreement, the Company hereby grants to the Subscriber a non-sub licensable, non-transferable, non-exclusive subscription to access and use the AppICE Service, solely for Subscriber’s business purposes. The Parties agrees to use commercially reasonable efforts to ensure that its employees and account managers comply with the terms and conditions set out in this Agreement. The Subscriber also agrees to refrain from taking any steps, such as reverse assembly or reverse compilation, to derive a source code equivalent to the Company owned Intellectual Property. All Intellectual Property of a Party licensed to the other Party under this Agreement shall be used for the purpose of this Agreement, shall not be reproduced, distributed or copied in whole or in part. The Subscriber shall have the access to necessary support to use the Services from time to time without additional cost.
2.	Access: The Subscriber will be provided an SDK or Server API integration code that works on a Subscriber’s app through interface integration. All the data captured through this SDK or Server API can be accessed in the AppICE dashboard for which multiple login’s can be created by the Subscriber. The AppleICE Service shall facilitate the Subscriber to track and attribute clicks and installs of Subscriber’s app and other conversions from traffic acquisition sources such as third-party ad networks, mail campaigns, mobile web campaigns or other traffic source and generate detailed analytics reports.

3.	Subscriber Data:. Subscriber shall ensure that the User Data that is uploaded by the Subscriber, does not: (a) infringe or violate publicity/privacy rights, law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information, to the extent the same is in the knowledge of the Subscriber and such information is not communicated to the Company. The Subscriber shall fully indemnify the Company should damage be caused to the Company directly due to any such actions. Either Party is not and shall not be obliged to review the User Data for accuracy or potential liability. Provided, however, the Company shall be responsible for the services provided by it and reports developed by it for the Subscriber.
4.	Acceptable Use:.  Subscriber represents and warrants that it will: (a) not use the Services in a manner that: (i) is prohibited by any law or regulation; (ii) will disrupt a third parties’ similar use or Licensed Materials; (b) not willfully violate or tamper with the security of any SEMUSI computer equipment or program.
5.	Subscription Fees and Billing: The Fee Plan for the Services is detailed in Annexure B, which is exclusive of all applicable taxes. The payments are due within 30 days from the date of receipt of invoice.  
6.	Confidentiality Obligations
6.1.	Either Party shall not share any Confidential Information with any third party under any circumstances. 
6.2.	The Parties undertake that they shall disclose Confidential Information only on need basis and only as required for the purpose of this Agreement. The Company agrees not to disclose the same to any third party and to keep the same secret and confidential. Either Party’s Confidential Information excludes information that: (i) was or becomes publicly known through no fault of the receiving Party; (ii) was rightfully known or becomes rightfully known to the receiving Party without confidential or proprietary restriction from a source other than the disclosing Party; (iii) is independently developed by the receiving Party without the participation of individuals who have had access to the Confidential Information; (iv) is approved by the disclosing Party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing Party; and (v) the receiving Party is legally compelled to disclose; provided, however, that prior to any such compelled disclosure, the receiving Party will endeavor to (a) assert the privileged and confidential nature of the Confidential Information against the third party seeking disclosure and (b) cooperate fully with the disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event that such protection against disclosure is not obtained, the receiving Party will be entitled to disclose the Confidential Information, but only as, and to the extent, necessary to legally comply with such compelled disclosure.
6.3.	The Company shall undertake all reasonable efforts to protect the Subscriber’s Confidential Information and will ensure that no third party can access the same, except authorized personnel of the Company only to carry out maintenance work, and under confidentiality obligations.
6.4.	Immediately upon expiry or early termination of this Agreement but no later than 5 days from the date of such termination, SEMUSI shall return to the Subscriber forthwith or destroy as required by the Subscriber, all Confidential Information  including User Data.
6.5.	DATA PROTECTION AND SECURITY: The Company agrees to deploy several methods in compliance with the applicable law and regulation to prevent unauthorized content viewing, copying, accessing and remains committed to Subscriber security and confidentiality, of the data provided to the Company, including the User data (“Confidential Information”). The Company agrees to protect such Confidential Information and will not disclose or transfer such Confidential Information to third parties without express prior written consent of the Subscriber.  This paragraph shall survive the termination or expiration of this Agreement. This covers all breaches including but not limited to preventing unauthorized access to platform, making an attempt to copy screens, workflow, system, report, inference, algorithms, concepts,  User Data, Subscriber content in any form and Subscriber core business processes implemented on platform. The Company shall at all times safeguard the confidentiality of the Confidential Information, and for this the Company has enacted a confidentiality, security and safety framework. The Company shall promptly comply with any request from the Subscriber requiring the Company to amend, transfer or delete any Confidential Information.
6.6.	PRIVACY: The Company shall ensure that all data, content and user information collected through the usage of AppICE Service by the Subscriber remains the proprietary information of the Subscriber. Company shall not for  any purposes other than the purpose of this Agreement, access any information of the end users or in any way share them with third party.
6.7.	Nondisclosure: During this the term of this Agreement and for a period of 3 years thereafter, each Party agrees to maintain all Confidential Information in confidence to the same extent that it protects its own similar Confidential Information, but in no event using less than reasonable care, and to use such Confidential Information only as permitted under this Agreement. Each Party agrees to only disclose the other Party’s Confidential Information to its employees: (a) with a need to know to further permitted uses of such information for the purpose of the Agreement; and (b) consultants, advisors, agents, vendors, etc. who are informed of the nondisclosure/ non-use obligations imposed by this Section 6. Both parties shall take steps each determines appropriate to implement and enforce such non-disclosure/non-use obligations.


7.	Representations and Warranties:
7.1.	The Company hereby represents, warrants and covenants that (i) it has the right to enter into this Agreement.  (ii)  It has developed and owns Company’s Intellectual Property, the use of the AppICE Service as contemplated by this Agreement do not infringe any patent, trademark, trade secret, copyright or similar right of any third party. (iii) The Company has no obligations to any third party that shall in any way limit or restrict its ability to license the AppICE Service in the manner provided herein (iv) the provision of AppleICE Service to Subscriber shall not violate any applicable laws and regulations.
7.2.	The Company guarantees an uptime of 99% and AppICE Service shall be available 24 hours through the web hosted solution.
7.3.	The company shall provide support during office hours though skype/call.
7.4.	The Subscriber will be permitted to access the said website and the Service at all times except during prior notified scheduled downtime. The Company will not be liable for any delay, loss of data/ information or other failure of performance during the scheduled downtime. The AppICE service is provided "as is" and "as available" without representation or warranties of any kind except for those agreed under this Agreement.  The Company makes no warranties as to the availability of uninterrupted, error free, completely secure, merchantability or fitness, virus free services as the AppICE Services are dependent on third party service providers. The Company will not be liable for any delay, down time, loss of data/ information or other failure of performance, if the cause or circumstances for the same is beyond the reasonable control of the Company, but will use reasonable efforts to correct any performance problem brought to its attention. The Company will not be responsible for incidental, consequential, or any other damages arising out of or in connection with the service or materials provided hereunder.
7.5.	Limitation of Liability: Either Party’s total liability under or in connection with this Agreement, whether in tort or contract (including for breach of warranty, negligence and strict liability in tort), will be limited to the actual direct damages incurred but will not exceed the amounts actually paid to the Company by the Subscriber in the Six (6) month period immediately preceding the Subscriber's formal written notice of the claim for liability hereunder. Neither party will be liable to the other for any consequential or indirect damages, regardless of the form of action or the theory of recovery, even if it has been advised of the possibility of such damages.
7.6.	(a)The Subscriber is not permitted to resell the AppICE Services. (b) Subscriber shall use the AppICE Services only for lawful purposes. (c) The Subscriber shall implement security procedures necessary to limit access to the AppICE Services to the Subscriber’s authorized Users (User means Subscribers account manager for the use of the AppICE Services and excludes end-users who will be using the Services to put their postings). (d) The Subscriber shall ensure the security of its account and confidentiality of its password. (e) The Subscriber and the Company is responsible for establishing designated points of contact to interface with AppICE Services.
8.	Term: This Agreement is effective when signed by Subscriber and Company (“Effective Date”). The Initial term of this Agreement will be for the period of _12 months_ from the Effective Date. This Agreement shall renew for additional terms of one (1) year each unless either Party shall provide a written notice of cancellation with at least fifteen (15) days prior to the expiration of the original term or any renewal thereof. 
9.	Termination: 
9.1.	If either Party fails to perform or breaches any material term or condition of this Agreement and the failure continues unremedied for fifteen (15) days after receipt of written notice, the other Party may terminate this Agreement, upon providing 7 days of written notice. If the failure is a nonpayment of any fees or charges by the Subscriber when due or within seven days after being notified, without reasonable cause, the Company may, at its option, suspend Services.  
9.2.	This Agreement may be terminated immediately upon written notice by either Party, if the other Party becomes insolvent or involved in a liquidation or termination of business, files a bankruptcy petition, has an involuntary bankruptcy petition filed against it (if not dismissed within thirty days of filing), becomes adjudicated bankrupt, or becomes involved in an assignment for the benefit of its creditors.
9.3.	The Subscriber may terminate this Agreement by providing ten (10) days’ advance written notice without assigning any reason. If the Company has reasonable grounds to believe that Subscriber is utilizing the Services for any illegal purposes, the Company may suspend the Services with prior 2 days’ notice to Subscriber and after providing an opportunity of hearing to the Subscriber, provided Subscriber does not cease such activities.
10.	Miscellaneous
10.1.	Assignment: Neither Party shall assign any of its rights under this Agreement to any person or entity without the prior written consent of the other Party.
10.2.	Amendments: No change, modification, or termination of any of the terms, provisions, or conditions of this Agreement shall be effective unless made in writing and signed or initialed by all signatories to this Agreement.
10.3.	Survival: Termination of this Agreement shall not affect those provisions hereof that by their nature are intended to survive such termination.
10.4.	Governing Law and Jurisdiction: This Agreement shall be governed and construed in accordance with the laws of India in relation to any legal action or proceedings to enforce this Agreement. The Parties irrevocably submit to the exclusive jurisdiction of any competent courts situated at New Delhi and waive any objection to such proceedings on grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum.
10.5.	Severability: If any paragraph, sub-paragraph, or provision of this Agreement, or the application of such paragraph, sub-paragraph, or provision, is held invalid or excessively broad by a court of competent jurisdiction, the remainder of this Agreement, and the application of such paragraph, sub-paragraph, or provision to Persons, or circumstances other than those with respect to which it is held invalid shall not be affected.
10.6.	Force Majeure:  Neither Party shall be responsible for delays or failures in performance resulting from labor conflicts, industry wide shortages of labor or material, acts of war or civil disruption, governmental action, acts of God and other natural disasters which is beyond the reasonable control of such Party.
10.7.	Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the matters contained herein and supersedes any and all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, with respect to the subject matter of this Agreement