This InMobi Reseller Terms and Conditions (the “Agreement”), entered into by and between you (collectively, “You”, “Your”), and InMobi Pte. Limited, its subsidiaries and affiliated companies (collectively, "InMobi" or "we", "us", "our", “Company”), to demonstrate InMobi’s mobile advertising opportunities to your clients and endeavor to place campaign orders (including insertion orders), on behalf of these clients (“Advertisers”), for advertising through InMobi’s network (“Services”), within the Territory (defined below). By accepting this agreement you are hereby appointed by InMobi as its third-party representative in the Territory (“Reseller”).
1. DEFINITIONS AND INTERPRETATION
1.1 The definitions and rules of interpretation in this Section 1, applies to this Agreement.
Ad(s): means, any advertisement content provided by Reseller on behalf of an Advertiser for distribution on InMobi’s advertising network.
Affiliate: means, at any time, and with respect to any corporation, partnership, person or other entity, any other corporation, partnership, person or entity that at such time, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first corporation, partnership, person, or other entity.
Block List: shall be as set out below and/or as set out under any applicable IO, and also refer to the list/category of advertising partners excluded from the scope of this Agreement. Reseller is prohibited from approaching the advertising partners listed in the Block List. InMobi reserves the right to periodically revise the Block List.
1. Any strategic original device manufacturer or telco which pre-bundles InMobi applications within devices.
2. InMobi’s demand partners engaged through programmatic channels.
3. InMobi off-network demand partners.
4. Existing Advertisers as may be intimated to the Reseller over email from time to time.
Confidential Information: means, any and all information, whether provided in writing, orally, visually, electronically or by other means, related to the products, services and/or business of a party and is treated as confidential or secret by the party (that is, it is the subject of efforts by the disclosing party that are reasonable under the circumstances to maintain its secrecy) including, but not limited to, the terms and conditions of this Agreement. Confidential Information for the purposes of this Agreement shall include information that has been disclosed to the disclosing party by a third party and which the disclosing party is obligated to treat as confidential or secret. Notwithstanding the foregoing, “Confidential Information” shall not include information (i) already lawfully known to or independently developed by the receiving party as evidenced by its written records, (ii) disclosed in published materials without breaching any confidentiality obligations, (iii) generally known to the public, or (iv) lawfully obtained from any third party without any obligation of confidentiality
Control: the ability to direct the affairs of another, whether by virtue of the ownership of shares, contract or otherwise.
Effective Date: means, the date of InMobi’s acknowledgment of your acceptance of this Agreement (email included).
Intellectual Property Right(s): means, present or future patent rights, copyrights, moral rights, trade secrets, know-how, trademarks, trade names, logos, service marks, and any other intellectual property right recognized in any country or jurisdiction of the world (including any registration or application for any of the foregoing)
IO: means, a mutually agreed insertion order, service order or such other services related agreement which the parties (either Advertiser and InMobi or Advertiser and Reseller), if they so determine, execute for any scope of work under this Agreement. Each IO shall be subject to the terms of this Agreement.
Local Regulations: laws and regulations applicable to the Services in the Territory.
Net Revenue: means, the aggregate amount of InMobi’s billings during the Term, to Reseller, for distribution of Advertisers’ Ads on its advertising network net of costs including discounts, if any and cost of sale including charges incurred towards use platform with respect to the private marketplace using programmatic channels.
Quarter: each period of three calendar months ending on 31 March, 30 June, 30 September and 31 December.
Territory: means, the region of Advertiser campaigns as may be agreed mutually by the parties (email included).
1.2 Headings are for convenience only and shall be ignored in interpreting this Agreement.
2. NATURE OF APPOINTMENT
Appointment of the Reseller could be either on an exclusive basis for the territory or on a non-exclusive basis. Both parties shall mutually agree on the nature of appointment prior to setting up the Reseller account and execution of the first IO hereunder.
3. RESELLER'S OBLIGATIONS
The Reseller undertakes and agrees with the InMobi at all times during the term:
3.1 To act towards the InMobi conscientiously and in good faith and not to allow its interests to conflict with the duties that it owes to the InMobi under this agreement and any applicable laws.
3.2 Except as authorized by the InMobi, not to act in a way which will incur any liabilities on behalf of the InMobi or to pledge the credit of the InMobi.
3.3 To comply with all reasonable and lawful instructions of the InMobi from time to time concerning the marketing and promotion of the services in the territory, and generally to carry out its agency in such manner as it thinks best to promote the interest of the InMobi.
3.4 To use its best endeavors to promote the services in the territory with all due care and diligence, to seek to improve the InMobi's goodwill in the territory. Except where an IO or such other document is executed by InMobi to such effect, Reseller shall not be entitled to bind InMobi to distribute any advertiser ads on its network or to any third party.
3.5 To act in accordance with sound commercial principles in relation with advertisers and potential advertisers in the territory (including as to assessing, and where appropriate obtaining independent assessments of, their creditworthiness) and to do nothing which the InMobi considers could be prejudicial to its goodwill or commercial interests.
3.6 To inform the InMobi promptly of any complaint or inquiry in the territory concerning the services received.
3.7 To maintain a list of customers and potential customers for the services under this agreement, in the territory from time to time, and on request to supply InMobi with an up-to-date copy of that list. Reseller to share the list of agency agreements/ deals that it currently services.
3.8 That all the agency agreements where InMobi advertising solutions are mentioned, will be made available to the InMobi.
3.9 To keep InMobi fully informed of its activities concerning the promotion and reselling of the Services and to provide reports on request.
3.10 The Reseller shall not without the prior written consent of InMobi, sub-contract or appoint sub-agents or delegates of any or all of its obligations under this Agreement.
3.11 Reseller shall obtain prior written consent from InMobi (email accepted) before engaging with any Advertiser/Agency (“Approved Advertisers” ). InMobi reserves the right to withhold payment and/or terminate this agreement for Reseller’s breach of this Section 3.11.
4. SALE OF SERVICES
4.1 All promotions of the services by the Reseller on behalf of InMobi shall be at the InMobi's agreed rates, as provided from time to time by InMobi to the Reseller, subject to any discounts or deductions as InMobi may allow in writing.
4.2 All promotions of the services by the Reseller on behalf of the InMobi shall be on the InMobi's standard terms and conditions for the promotion of the services in the territory as InMobi may at any time specify in writing to the Reseller.
4.3 The Reseller shall not, without InMobi's prior written consent, make any representations, warranties or covenants concerning the services beyond those expressly made by InMobi's standard terms and conditions referred to in this Agreement.
4.4 Reseller shall be solely responsible for (i) pitching to advertisers and customers; (ii) the relevant solutions based on the training provided by InMobi; (iii) translating of InMobi collateral into local languages; (iv) developing rich media or HTML5 creatives (not applicable to all IOs) (v) ensuring the complete process of IO completion with the customer/ Advertisers; (vi) sending the final report and invoice to the customer and collection of payments; (vii) undertaking all local marketing and public relations management, after seeking prior written approval of the InMobi; and (viii) bearing the entire InMobi payouts with respect to the campaigns executed by the InMobi but not collected from the Advertisers.
4.5 Reseller, at all times, shall ensure professional conduct and sufficiency of resources with mobile and media sales experience.
5. INMOBI'S OBLIGATIONS
InMobi agrees during the term:
5.1 To act at all times in its relations with the Reseller reasonably and in good faith.
5.2 To supply to the Reseller documents and information and other support as the Reseller may from time to time reasonably require for the purposes of promoting and selling the services and to enable it properly and efficiently to discharge its duties under this agreement.
5.3 To perform its obligations under the IOs for the provision of the services.
5.4 To promptly deal with any complaint or dispute relating to the services raised by Reseller or Advertiser in the territory.
5.5 To share a rate card (“Rate Card” ), for named markets that will be applied to invoices raised under this Agreement. Rate Card applicable to this shall be mutually agreed finalised by the parties before execution of IOs hereunder.
5.6 To provide reasonable training to Reseller personnel on its products and solutions.
5.7 To provide Reseller with relevant collateral on it’s core products (including audience personas, geographical targeting etc.), and also inform Reseller of any new products, providing supporting collateral when released.
5.8 To make one market visit every quarter for facilitating any important conversations.
5.9 To run the campaigns and send the campaign summary report as per the terms agreed.
5.10 To support any marketing done by the Reseller by attending events and sending of personnel to such events. However the costs of marketing and PR shall be borne entirely by the Reseller which shall be pre-discussed with InMobi prior to its release in the public domain (expenses incurred by Reseller shall not include travel expenses of InMobi personnel) .
5.11 InMobi shall use commercially reasonable efforts to ensure that the advertisement traffic quality is as per the the agreement herein. However, Reseller understands that this is not entirely within InMobi’s control and thereby it can not assure the Reseller beyond its reasonable efforts to secure the traffic as per this agreement.
Payment terms under this Section 6, shall apply to the parties for the term of this agreement unless InMobi and the Reseller have duly executed an IO, the terms of which shall override this Agreement.
6.1 For distribution of Ad(s) within its advertising network, InMobi will raise monthly invoices under relevant IO based on media spend by Reseller or its Advertisers which shall be payable within 7 days after the Reseller is paid or 30 days from the date of invoice issued by InMobi, whichever is earlier. The IO shall specify pricing details including currency. Reseller shall remain responsible for amounts due to InMobi (i.e., 30 days from the date of invoice), for distribution of Ad(s) irrespective of whether Reseller receives payment from its Advertisers. A 2% per month (pro-rated for part thereof) interest on late payments may be levied at the InMobi’s option from the date of receipt of an invoice by InMobi. Notwithstanding any provision to the contrary, the Reseller shall make payment to the InMobi within the due date, whether or not they receive payment from their respective advertisers.
6.2 For rendering Reseller's obligations under this Agreement, Customer shall pay Reseller a fee as set out under applicable IO, calculated at the end of the Effective Date. Payment of all amounts hereunder will be made in the currency set out in the applicable IO. Payment will be made via wire transfer or through credit notes as media spend on IOs within sixty (60) days after Customer receives full payment of all amounts payable by Reseller or Advertiser and submission of a valid invoice by Reseller whichever is later.
6.3 Reseller will be responsible for payment of all taxes (other than taxes based on InMobi’s income) including sales, VAT, GST, excise, service taxes, fees, duties, and other governmental charges (“Transaction Taxes”), and any related penalties and interest, arising under or in connection with this 4 Agreement. InMobi billings are exclusive of Transaction Taxes and such Taxes shall be itemized separately in the invoice. Reseller will make all payments of billings to InMobi less any taxes it is required to withhold or pay, provided however that, in case, InMobi is unable to claim credit of such amounts withheld or where Transaction Taxes apply, the Net Billings shall be grossed up to such extent. Reseller shall keep all revenue and campaign-related data in an auditable form and allow InMobi to examine them if required.
6.4 Reseller shall maintain accurate accounts and records of all enquiries received and transactions conducted by the Reseller on the InMobi's behalf and shall permit InMobi’s representatives at all reasonable times upon reasonable notice of 3 days to inspect all such accounts and records and to take copies of them. Notwithstanding any provision to the contrary, InMobi reserves the right to set-off any payment due to the Reseller against payments that the Reseller owes to the InMobi under this Agreement. InMobi reserves the right to withhold payment and pause campaigns if it reasonably suspects that the Reseller or its Advertisers have committed a breach of this Agreement.
6.5 In the event that InMobi incurs additional costs to recover the payment from the Advertiser, such associated recovery cost shall be adjusted against the Reseller fee payouts.
6.6 In the event of any amendment to the terms of this Agreement, InMobi reserves the right to alter and update payment terms herein.
7. COMPLIANCE WITH LAWS AND REGULATIONS
7.1 Each party agrees to render its obligations under this Agreement in accordance with all laws applicable to it including applicable privacy laws.
7.2 The Reseller shall comply with all Local Regulations concerning marketing and promotion, and with all and any conditions binding on it in any licences, registrations, permits and approvals.
7.3 The Reseller shall provide InMobi as much advance notice as possible of any prospective or actual changes in the Local Regulations or any prospective or actual change in any condition in any licence, registration, permit or approval as referred to in Section 7.
8. ANTI-BRIBERY COMPLIANCE
8.1 The Reseller shall:
(a) comply with all applicable laws, statutes, regulations, and policies (“Relevant Requirements”);
(b) have and shall maintain in place throughout the term of this Agreement its own policies and procedures to ensure compliance with the Relevant Requirements, the relevant policies and will enforce them where appropriate;
(c) promptly report to the InMobi any request or demand for any undue financial or other advantages of any kind received by the Reseller in connection with the performance of this Agreement.
8.2 To the extent subcontracting is permitted by InMobi, the Reseller shall ensure that all of its sub-agents and subcontractors who perform services in connection with this Agreement do so only on the basis of a written contract which imposes on and secures from such persons terms equivalent to those imposed on the Reseller in this Section 8 (“Relevant Terms”). The Reseller shall be responsible for the observance 5 and performance by such persons of the Relevant Terms, and shall be directly liable to the InMobi for any breach by such persons of any of the Relevant Terms.
8.3 Breach of this Section 8 shall be deemed a material breach under this Agreement.
9. DURATION AND TERMINATION
9.1 Either party may provide prior written notice to the other for termination:
(a) The other party commits any material breach of any of the terms of this Agreement and that breach (if capable of remedy) is not remedied within 14 working days of notice being given by the non-breaching party requiring it to be remedied;
(b) there is a change of Control of a party;
(c) a party ceases, or threatens to cease, to carry on business; or
(d) a party purports to assign its rights or obligations under this Agreement.
9.2 InMobi or Reseller may terminate this Agreement for convenience by providing sixty (60) days written (email accepted) notice to the other Party. In the event of termination of the Agreement, Reseller shall make payment of all the amounts due and any subsequent invoice raised for the period up to the effective date of termination.
10. EFFECTS OF TERMINATION
10.1 Termination of this agreement, however, caused, shall be without prejudice to any rights or liabilities accrued at the date of termination.
10.2 On termination of this Agreement for any reason: (a) the Reseller shall cease to promote, market, advertise or promote the Services; and (b) the Reseller shall immediately cease to describe itself as an agent of InMobi and cease to use all trademarks, trade names and brand names of InMobi (including without limitation on stationery and vehicles).
10.3 For the avoidance of doubt, the provisions of Section 6 shall, in spite of termination, continue in force in relation to all promotions of the Services where the promotion has been concluded before the date of termination.
10.4 Unless expressly provided in this Agreement and subject to any rights or obligations accrued prior to termination, neither party shall have any further obligation to the other under this Agreement.
11. REPRESENTATION AND WARRANTIES
11.1 Each party warrants and represents to the other that: (i) it is a corporation duly organized and validly existing under the laws of the jurisdiction above stated, with full power and authority to carry on its business as now conducted and to enter into and carry out the terms of this Agreement; (ii) it has obtained all necessary licenses, third party consents and corporate and other authorizations and approvals required for the execution and delivery of this Agreement and in making this a legal, valid and binding agreement; and (iii) the execution, delivery and performance of this Agreement shall not conflict with or result in a breach of any other agreement to which it is a party. 6 11.2 Reseller represents and warrants that, it shall not misrepresent InMobi, and all Ads: (a) comply with all applicable laws, statutes, ordinances and regulations and the products/services shall conform to the functionalities, warranties and/or design related information or specification as may be displayed in the Advertisement(s) or otherwise notified to end users and shall be free from defects relating to manufacturing, improper testing, design, quality of service, or any breach of warranty regarding the products; (b) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, Intellectual Property Rights, rights of publicity or privacy, or rights or duties under tort, or contract theories; (c) do not contain any content that is obscene, defamatory, libelous, or slanderous, (d) are not hate-related, (e) engage with clients identified in the Block List provided by the InMobi, and (f) comply with all restrictions listed athttp://www.inmobi.com/content-guidelines/, which may be amended from time to time.
12. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTIES, OR WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE ADVERTISEMENTS INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. INMOBI DOES NOT WARRANT THAT USE OF THE ADVERTISEMENTS WILL BE UNINTERRUPTED OR ERROR-FREE.
13. INDEMNITY AND LIMITATIONS ON LIABILITY
13.1 In this section, a reference to InMobi shall include the InMobi’s Affiliates, and the provisions of this section shall be for the benefit of the InMobi and each such Affiliate and shall be enforceable by each such Affiliate, in addition to the InMobi.
13.2 Each Party shall defend and indemnify the other party, its Affiliates and, their respective directors, officers, employees successors, and assigns from any and all third party claims, losses, liabilities, damages, suits, actions, and legal expenses and other costs (“Claims”) incurred by other party (including reasonable attorneys’ fees and costs of suit) from such party’s: (a) violation of its representation and warranties set out under Section 11 of this Agreement (b) gross negligence, fraud or wilful misconduct, or (c) breach of confidentiality, Schedule A obligations under this Agreement. Reseller shall defend and indemnify InMobi against any Claims that relate to inappropriate transfer of Reseller Fees by the InMobi to the Reseller in breach of any applicable laws or regulations.
13.3 The party seeking indemnification (the “Indemnified Party”) shall promptly notify the other party (the “Indemnifying Party”) in writing of the Claim and provide reasonable assistance in connection with the defense and settlement thereof. The Indemnifying Party shall be entitled to control the defense and settlement thereof unless it fails to take up such defense within a reasonable period of time. The Indemnifying Party shall not arrive at a settlement which adversely affects the Indemnified Party without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned, or delayed. Failure to provide prompt notice shall not absolve the Indemnifying Party of its obligation to indemnify, provided however, it shall be excused from any incremental loss arising solely from such failure to notify.
13.4 Nothing in this section shall restrict or limit the Indemnifying Party’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.
13.5 NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, EXCEPT IN CONNECTION WITH A PARTY’S CONFIDENTIALITY OBLIGATIONS, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, FRAUD AND/OR A PARTY’S INDEMNIFICATION OBGLIGATIONS HEREUNDER: A. NEITHER PARTY SHALL BE LIABLE OR OBLIGATED WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, UNDER ANY BREACH OF CONTRACT, 7 BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE AND RELIANCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOSS OF PROFITS, LOSS OF GOODWILL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES; B. IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY FOR ALL CLAIMS OR DAMAGES ARISING UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO CUSTOMER BY RESELLER UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE APPLICABLE CLAIM. THE LIMITATIONS OF THIS SECTION 13 SHALL APPLY EVEN IF EITHER OR BOTH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE
14.1 Each party acknowledges that Confidential Information under its control may be disclosed to the other party during the performance of this Agreement. Each party agrees that it shall use the other’s Confidential Information solely for purposes of performing its obligations under the Agreement and to take reasonable steps, which shall include, at a minimum, the steps it takes to protect its own Confidential Information, to prevent the duplication or disclosure of the other’s Confidential Information, other than by or to its employees or agents who must have access to the Confidential Information to perform such party’s obligations hereunder, who have each agreed or shall each agree to be bound by confidentiality obligations no less restrictive than the terms of this clause 14. Each party agrees that it shall not be a breach of this Section 14 to disclose the other party’s Confidential Information that is required to be disclosed by law, regulation or order of any governmental body or regulatory authority; provided, however, that such disclosing party must first give written notice of such required disclosure to the other party, make a reasonable effort, at the other party’s sole cost and expense, to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which disclosure is required and allow the disclosing party to participate in the proceeding. The confidentiality obligations set forth in this Agreement shall remain in effect until this Agreement is terminated by either party. Notwithstanding the foregoing, the confidentiality obligations contained herein shall survive with respect to Confidential Information disclosed before the effective date of termination or expiration of this Agreement. A recipient’s duty to protect Confidential Information expires two (2) years from the date of disclosure.
14.2 Upon termination of this Agreement, or upon disclosing party’s request, the receiving party shall promptly return or destroy all manifestations of Confidential Information of the disclosing party and so certify to the disclosing party in writing.
14.3 If Reseller whether by itself or through its third parties provide InMobi with any Personal Data as defined under General Data Protection Regulation (“GDPR”) for users based in EEA, Reseller will as the Controller execute a relevant data protection agreement for setting out the terms of Processing (as such terms are defined under GDPR) by InMobi. Reseller shall ensure that neither Reseller nor its third parties including Advertisers shall share any EEA user Personal Data with InMobi except to the extent such a data protection agreement has been executed.
14.4 EACH PARTY ACKNOWLEDGES THAT ANY BREACH OF ITS CONFIDENTIALITY OBLIGATIONS WOULD CAUSE IRREPARABLE INJURY TO THE OTHER PARTY FOR WHICH MONETARY DAMAGES WOULD NOT BE AN ADEQUATE REMEDY. ACCORDINGLY, IN ADDITION TO OTHER AVAILABLE REMEDIES, IN THE EVENT OF SUCH A BREACH, THE NON-BREACHING PARTY SHALL BE ENTITLED TO APPROPRIATE INJUNCTIVE RELIEF AND OTHER EQUITABLE REMEDIES WITHOUT THE POSTING OF ANY BOND.
15. INTELLECTUAL PROPERTY RIGHTS AND PUBLICITY
15.1 Each party shall retain all rights, title, and interest in and any pre-existing Intellectual Property Rights. Reseller hereby grants InMobi the non-exclusive rights to distribute the Ads within its publisher network for the purpose of this Agreement. Rights not expressly granted herein are reserved. Neither party shall disassemble, decompile, reverse engineer or try to gain unauthorized access to the other party’s Intellectual Property Rights without the written consent of such party.
15.2 Neither party shall use the other party’s name or trademark without the consent of the other party, provided however that, InMobi may mention the Reseller (with its logo) as its partner in marketing materials and website without details of any transaction.
16. ENTIRE AGREEMENT
16.1 This agreement and any other agreement making reference to this agreement to facilitate Reseller/Advertiser campaigns shall constitute the whole agreement between the parties and upon signature immediately supersedes and replaces any previous oral or written arrangement, understanding or agreement between them relating to the subject matter they cover.
16.2 Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement.
16.3 Nothing in this section shall limit or exclude any liability for fraud.
The Reseller shall not without the prior written consent of the InMobi assign, subcontract, transfer, charge or deal in any other manner with this agreement or its rights under it or part of it, or purport to do any of the same.
Unless expressly provided otherwise here, parties agree and understand that amendment to this agreement can be made by InMobi at any time and if Reseller continues to partner with InMobi pursuant to such change being executed, it shall be deemed to have accepted the revised terms.
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
20.1 If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
Any notice required to be delivered hereunder will be deemed delivered three days after deposit, postage paid, in U.S. mail, return receipt requested, one business day if sent by overnight courier service, and immediately if sent electronically or by fax. All notices to InMobi and Reseller will be sent to the contact as 9 noted on the IO with a copy to the legal department – email@example.com. For accounts or payment related information please write to: firstname.lastname@example.org.
22. COMPLIANCE WITH LAWS
22.1 Trade Compliance. Each Party will comply with all laws and regulations applicable to such Partyu2019s performance of their respective obligations under the Agreement. Without limiting the generality of the foregoing, each Party will comply fully with all applicable export control and sanctions laws and regulations of any country having competent jurisdiction to ensure that no services, payments, or other deliverables provided under the Agreement are: (i) provided to, purchased by, routed through, or used for the direct benefit of any party subject to the restriction of a sanctions or export denial list; (ii) provided to, purchased by, routed through, or used for the direct benefit of any region subject to comprehensive sanctions (presently including Crimea, Cuba, Iran, Syria, Afghanistan or North Korea); or (iii) used for any purpose prohibited under applicable export control and sanctions laws and regulations, including, but not limited to, nuclear, chemical, or biological weapons proliferation.
22.2 Anti Corruption. Reseller affirms that its policy and corporate practices comply with and require parties with whom its contracts to, comply with all applicable anti-bribery laws that apply to it and its operations, including without limitation, the Indian Prevention of Corruption Act, 1988, U.K. Bribery Act 2010, and U.S. Foreign Corrupt Practices Act (collectively, "Anti-Bribery Laws"). In connection with Reseller's performance under the Agreement, it confirms that: (i) It is aware of and has appropriate procedures to comply with the Anti-Bribery Laws and will advise all persons and parties under its control or acting as its agent of the requirements of the Anti-Bribery Laws; (ii) It will not be or cause any Party to be in violation of the Anti-Bribery Laws; and (iii) should the Demand Partner learn of, or have reasons to know of, any request for payment that is inconsistent with the Anti-Bribery Laws, it shall immediately notify InMobi.
In case the Reseller is found to have violated any Trade Laws or Anti-bribery Laws in connection with its performance under the Agreement, InMobi shall have the right to terminate the Agreement with immediate effect and no further liability, upon written notice to the Reseller, without prejudice to any other rights or remedies available to it under contract or in law. The Reseller will indemnify InMobi against any losses, liabilities, damages, costs (including but not limited to legal fees), and expenses incurred by or awarded against InMobi as a result of any breach of this Section- Compliance of Laws.
23. GOVERNING LAW AND JURISDICTION
Prior to filing a lawsuit, the parties shall attempt to resolve any dispute, arising out of or relating to this Agreement, between respective account managers of the parties, who have authority to settle the same. If the matter is not resolved by such discussions within fifteen (15) days of notice of dispute by a party, the same shall be referred to the respective Chief Financial Officers of the parties for resolution. The discussions shall be conducted in good faith. Where the parties fail to resolve the matter, within thirty (30) days of notice of dispute by a party, through discussions, the parties may resort to formal action. Nothing in this section shall be construed as prohibiting a party from applying to a court for immediate injunctive relief. This agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to the conflicts of laws provisions thereof. The courts at Singapore shall have exclusive jurisdiction over any matters arising out of or under the terms of this agreement. To the extent permitted under applicable laws, the parties hereby specifically exclude the right of a third party to enforce the terms of this agreement and this agreement does not purport to confer a benefit on a third party.
If You are a GDPR compliant Demand Partner/Reseller, you agree to accept the terms of InMobi's Data Protection Rider as set out in www.inmobi.com/advertiser-data-protection-rider where you are receiving EEA user Personal Data as defined under GDPR from InMobi. Where you intend to share any EEA user Personal Data as defined under GDPR with InMobi/Media Company, please share your data protection agreement with us for review. You agree not to share any EEA user Personal Data with InMobi except where such a data protection agreement has been executed.