Terms of Service

These Terms of Service (Service Terms) apply in relation to the use of the Services (as defined below) accessible via the Platform at [www.renovi.io] between Renovi Ltd (Company, we, us) and you as the Customer (Customer, you). The Company and the Customer are together referred to as Parties. 

1. About us
   1.  Company details. Renovi Ltd is a limited liability company incorporated in the Republic of Cyprus with registration number HE 427491 and its registered office at Venizelou 16A, Agios Dometios, 2363 Nicosia, Cyprus. 
   2.  Contact us. To contact us, email us at info@renovi.io 
2. Our contract with you and applicable terms 
   1.  These Service Terms apply to the provision of the Services by us to you and our relationship in relation to the Services.
   2. Other applicable terms. There are other terms that apply to your relationship with us:
      1.  Privacy Policy on how we process data  
      2. Cookies Policy on how we place cookies
      3. Terms of Use in relation to the use of [www….]
      4. Applicable Use Policy
      5. Responsible Ad Policy and Brands Safety Policy
      6. Order Form and Partnership Agreement, if signed and executed by and between the Parties

These Services Terms together with any other policies and terms referred to herein, which are hereby incorporated by reference, constitute the “Agreement.” Any appendices and attachments form integral part of these Services Terms. 

3.  Entire agreement. Other than any terms and policies that we explicitly refer to in these Service Terms to apply in relation to the Services, you agree that no other terms apply or are herein incorporated, either express or implied by law, trade custom, practice, or course of dealing. You also acknowledge that the Agreement is the entire agreement between you and us in relation to the Services. You acknowledge that you have not relied on any statement, promise, representation, or warranty that is not set out in the Agreement. 
4.  The Company reserves the right to modify the Service Terms at any time and for any reason. The Company will post the most current version of these Service Terms on its website. The modified Service Terms will be effective upon being posted on the Company’s website. Regardless, if the Company makes material changes to the Service Terms, it will try its best (although it is not required so) to notify the Customer via the Platform or via email. Notwithstanding the foregoing, the Customer is responsible for complying with the updated terms posted online on the Company’s website and it undertakes to review these terms regularly.
5. Interpretation
   1. These definitions apply in this agreement.

1. Account: the account set up by the Customer at the Platform to access and use the Services.
2. Advertising Agency: the advertising agency, brand, advertiser, or any authorised representative thereof, that seeks to place Advertisements for a Fee within Games available on the Platform using the Services. 
3. Advertisements: any advertisements, advertising or marketing material or any other material displayed within Games, as such material is made available by Advertising Agencies. 
4. Business Day: a day other than a Saturday, Sunday, or public holiday in the Republic of Cyprus when banks are open for business.
5. Campaign: the display of Advertisements within Games in specified spaces for a specified period. 
6. Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 15.
7. Customer: the customers of the Company that set up Accounts with the Platform to use the Services. 
8. Effective Date: the effective date indicated in the Order Form. 
9. Fee: the applicable fees for the Service payable by the Advertising Agencies as agreed by and between Renovi and the Advertising Agency on an Order Form. 
10. Game: computer game in any format, form, or medium 
11. Gaming Studio: the gaming studio, gaming publisher or developer, or any other authorised person (natural or legal) thereof that onboards Games to the Platform for Advertisement placement. 
12. Gaming User: the users of Games. 
13. Order Form: the Order Form signed and executed by and between the Company and the Customer either as a stand-alone form or as part of a Partnership or other commercial agreement signed and executed by and between the Company and the Customer. 
14. Platform: the Platform accessible and available at www.renovi.io through which the Company offers the Services and Customers can access and use the Services. 
15. Services: the services provided by the Company under the Agreement via the Platform at [www….] or any other website notified to the Customer by the Company from time to time, which consist of providing access to the Platform for Advertising Agencies to submit Advertisements to be displayed within Games in available spaces; such Games have been onboarded to the Platform by the Gaming Studios. The Services include the provision of related technical services by the Company to procure the placement of the Advertisements in the said available spaces within Games, and any other Services that may be agreed in the Order Form. 
16. Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

2. Clause, schedule, and paragraph headings shall not affect the interpretation of this agreement.
3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
4. A reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established.
5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. 
7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

4. Services
   1. The Company will provide the Services to the Customer in accordance with the terms of the Agreement. 
   2. The Company may in its sole discretion update and change the Services to improve performance, enhance functionality, reflect changes to its systems or address security issues. 
   3. Subject to the terms of this Agreement, the Company agrees to provide the Services to procure Campaigns with the inclusion of Advertisements, which have been uploaded by the Advertising Agencies to the Platform, within Games in specified spaces for a specified timeframe, subject to the prior approval of the Gaming Studio. 
   4. To enable the provision of Services, Advertising Agencies must comply with the terms of this Agreement, including but not limited to clause 4.5 and clause 9.5.  
   5. To use the Services and run Campaigns, the Advertising Agencies must pay the agreed Fee. Upon the completion of the Campaign, the Company shall release the agreed revenue to Gaming Studios. The Gaming Studios undertake to issue invoices to the Company for this service. The Campaign is deemed to be completed if the Advertisements are displayed within the Games for the specified timeframe. 
5. Payments and Charges
   1. The Advertising Agencies will not be able to use the Services unless they pay the Fee. 
   2.  If the Company has not received payment within [30 days] after the due date, and without prejudice to any other rights and remedies of the Company:
      1. The Company may, without liability to the Advertising Agency, disable its password, Account and access to all or part of the Services and the Company shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and 
      2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to [3]% over the then current base lending rate of the Company’s bankers in the Republic of Cyprus from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
   3. Payment of the Fee shall be made using the available payment method on the Platform. The Company reserves the right to request a backup payment method from the Customer. If the primary method fails, the Customer authorises the Company to charge the said backup method. 
   4. All amounts and fees stated or referred to in this agreement:
      1. shall be payable in Euros unless otherwise specified in the Order Form;
      2. are non-cancellable and non-refundable; and
   5. are exclusive of value added tax (V.A.T) and any other taxes, each of which shall be paid by Customers in accordance with applicable tax law and regulations.
6. Account 
   1. The Customer agrees to register an Account to make use of the Services by submitting the information that the Company may request in its sole discretion. 
   2. The Customer undertakes to notify the Company without undue delay where the Account is violated or where the Customer suspects any violation of the Account. 
   3. The Customer undertakes to provide true and complete information and data during the Account registration process and keep them updated throughout the use of the Services. 
   4. Any personal data submitted for the registration process will be processed in accordance with the Agreement. 
   5. The Customer must keep their account name, username, password, and any other authentication codes confidential and safe, and comply with all terms of the Agreement relating to the security of their Account details. 
   6. The Company may reject the onboarding of any Customer on its Platform as it may consider appropriate in its sole and absolute discretion. 
7. Customer’s Use Restrictions 
   1. The Customer shall not access, store, distribute, upload, submit or transmit any Viruses, or any material during the course of its use of the Services, including the Advertisements, that:
      1. is unlawful, harmful, libelous, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive; 
      2. facilitates illegal activity; 
      3. depicts sexually explicit images; 
      4. promotes unlawful violence; 
      5. is discriminatory based on race, sex, gender, colour, religious belief, sexual orientation, disability; 
      6. is otherwise illegal or causes damage or injury to any person or property; 
      7. infringes the intellectual property rights of any third party;  
      8. is in breach of any applicable laws, rules, regulations and/or codes of conduct; 
      9. has as its direct or indirect objective the marketing and/or targeting of Advertisements to any persons who have not reached the legal age of maturity pursuant to applicable laws in the relevant jurisdiction in respect of relevant Campaigns or Advertisement placement or display; or
      10. in any way contravenes the Acceptable Use Policy, the Responsible Ad Policy and the Brands Safety Policy. 

The Company reserves the right, without liability or prejudice to its other rights, to disable the Account, or access to any material that breaches the provisions of this clause or remove any material that the Company finds in its opinion inconsistent, or in breach with the terms of the Agreement. 

2. Whenever the Customer makes use of a feature that allows it to upload content to the Platform and the Services the Customer must comply with the content standards set out in our Acceptable Use Policy the Responsible Ad Policy and the Brands Safety Policy.
3. The Company reserves the right to disclose the Customer’s name to any third party who claims that the content posted to the Platform and Services (including the Advertisements) constitutes a violation of their intellectual property rights or of their right to privacy.
4. The Customer shall not:
   1. Except as may be allowed by any applicable law which cannot be excluded by agreement between the parties and except to the extent expressly permitted under this agreement: 

1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, public or republish, download, display, transmit, or distribute all or any portion of the Services or Platform in any form or media or by any means; 
2. attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human intelligible or readable form all or any part of the Services or Platform, or attempt to derive source code or other trade secrets relating to the Services or Platform. 

2. use the Services or allow access to the Services in a way that breaches or circumvents or contravenes any contractual usage restrictions or that exceeds its authorised use as set forth in the Agreement; 
3. licence, sub-licence, sell, re-sell, rent, lease, transfer, assign, distribute, time share, commercially exploit, or otherwise make any part of the Service or Platform available for access by third parties except as otherwise expressly provided in the Agreement;
4. access all or any part of the Services and Platform in order to build, develop, or operate a product or service, or build, develop or operate, or attempt to build, develop or operate a product or service which competes with the Services and/or the Platform; 
5. use the Services and/or Platform to provide services to third parties, unless otherwise provided in the Agreement; 
6. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Platform, including any competitor of the Company, other than as provided in the Agreement; 
7. fail to use commercially reasonable efforts to avoid interference with or disruption to the integrity, operation, performance, or use or enjoyment by others of the Services; 
8.  use the Services to create, use, send, store, or run any Virus or other harmful codes, files, scripts, agents, or programs. 
9. use the Services in a way that violates, infringes, or contravene the rights of a third party that have to do with, among others, contract, intellectual property, publicity, privacy or confidentiality. 

5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify the Company. 
6. The Customer represents and warrants that any use, dealing, storage, distribution, delivery and any other use by the Company of any Advertisements or other material that Customers may upload in the Services or on the Platform, will noy be in any respect unlawful or infringe any rights of any third party, including intellectual property rights. 

8. Customer Obligations 
   1. Notwithstanding any other terms of this Agreement, Customers shall:
      1. provide the Company with, all necessary co-operation in relation to the Agreement; and all necessary access to such information as may be required by the Company, in order to provide the Services, security access information and configuration services;
      2. without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under the Agreement;
      3. carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner;
      4. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Company, its contractors, and agents to perform their obligations under the Agreement, including without limitation the Services;
      5. ensure that its network and systems comply with any relevant specifications that may be provided by the Company from time to time; and 
      6. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Company’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
   2. The Customer is solely responsible for checking that the Services meet its requirements.
9.  Obligations of Advertising Agencies 
   1. The Advertising Agencies shall be and remain solely responsible for the Advertisements, any other ancillary or other data that may be submitted via the Platform or for the provision of Services, and for promptly delivering or providing the Company with any information relating to the Advertisements or the Services that may be required for the Company to perform the Services. 
   2. The Advertising Agencies undertake that:
      1. only authorised persons will be permitted to access and use the Services and initiate, continue, run, monitor, or check Campaigns. 
      2. they will not allow or suffer any unauthorised person accessing or using their Account, Services, Platform, and any features thereon. 

The Advertising Agencies acknowledge and agree that any access or use of the Services, Account, or Platform by any person shall be at all times in accordance with the terms of this Agreement, and that they will be solely responsible for any acts or omissions of such persons. 

3. The Advertising Agencies hereby warrant that they have so obtained any and all necessary licences, permits, consents or approvals for the use, copying, production, reproduction, display, delivery, or distribution of the Advertisements and that they will be solely liable for and remain liable for the same. 

Advertisements 

4. The Advertising Agencies shall own all rights, title, and interest in and to all the Advertisements and any other material it may provide to the Company or upload in the Services or to the Platform and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the same. 
5. The Advertising Agency hereby grants the Company:
   1. a worldwide, non-exclusive, worldwide, royalty-free, fully paid-up, transferable, fully sublicensable, and perpetual right to host, access, display, use, upload, submit, produce, reproduce, store, modify, adapt, publish, translate, distribute, copy, prepare derivative works of, display, perform or otherwise use the Advertisements in any other form, media, or technology now known or hereafter developed, to provide, and/or in connection with, the Services and in accordance with the terms of this Agreement.
6. The Advertising Agency may remove the Advertisements and any content it uploads on the Platform individually or all at once by deleting its account or as otherwise permitted in the Platform provided that there is not an active Campaign. 
7. The Advertising Agency represents and warrants that:
   1. it owns, or has the requisite license, or otherwise controls all rights to the Advertisements or any other material it uploads on the Platform; 
   2. the Advertisements comply with all applicable laws, regulations, rules, industry standards, and codes of conduct; 
   3. the Advertisements are clearly labelled as such; and 
   4. use of the Advertisements, including but not limited to placement, display, or inclusion within Games or in connection with the Services does not violate this Agreement or any applicable laws, regulations, rules, and codes of conduct. 
8. Advertisements 
   1. Customers (including Advertising Agencies and Gaming Studios) acknowledge and agree that:
      1. the Company may or may not, at its own and sole discretion, pre-screen any Advertisements before the initiation of any Campaign or inclusion within any Games, but that it has no obligation to do so. 
      2. the Company reserves the right (but does not in any way assume any obligation) in its own and sole discretion to reject, move, edit, or remove any content submitted or purported to be submitted to the Platform including the Advertisements.  

Without limiting the foregoing, the Company has the right to remove any Advertisement that violates the Agreement or is otherwise non-acceptable or objectionable in its own and sole discretion. 

3. the Company does not verify, adopt, ratify, endorse, or sanction, or make any representation or undertake any warranty whatsoever in connection with, the Advertisements, or any content uploaded or inputted to the Platform by any Customer. 
4. the views expressed in any Advertisements, or any content uploaded or inputted to the Platform by any customer do not represent the views or values of the Company. 

2. In the event of any loss or damage to the Advertisements or any other material submitted to the Platform, the Customer’s sole and exclusive remedy shall be for the Company to use reasonable commercial endeavours to restore the lost or damaged material from the latest back-up that may be maintained by the Company. 
3. The Company shall not be responsible for any loss, destruction, alteration, or disclosure of Advertisements caused by any third party.
4. The Company has no obligation to protect Advertisements where the Customer elects to store or transfer such data outside the Services (such as, offline).
5. Gaming Studios agree to evaluate and bear all risks associated with the use of any Advertisements and any other content, material and data submitted to the Platform by any other customer within Games.

11. Third party providers
    1. Customers acknowledge that the Services may enable or assist them to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that they do so solely at their own risk. The Company makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer, with any such third party.  Any contract entered into, and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Company.  The Company recommends that the Customer refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website.  The Company does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
12. Company’s obligations and limitations 
    1. The Company undertakes to provide the Services in accordance with the Agreement. This undertaking shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Company’s instructions, or modification or alteration of the Services by any party other than the Company or the Company’s duly authorised contractors or agents.
    2. The Company will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
       1. planned maintenance carried out during the non-working hours and/or during the weekends; and
       2. unscheduled maintenance carried out when it is deemed necessary, according to the circumstances and the seriousness of the necessity which arises from time to time. 
    3. Notwithstanding the foregoing in clause 12.2, the Company does not warrant that:

1. the Customer’s use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by the Customer through the Services will meet the Customer’s requirements; 
2. the Services will meet the Customer’s requirements or business objectives; or
3. the Services or Platform will be free from or Viruses.

4. The Company is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
5.  The Company shall not be responsible for any loss, damage, cost or expense arising from, or from any mistake, defect or inaccuracy in, any Advertisements or other materials or items specified or supplied by Advertising Agencies.  
6. Notwithstanding the generality of any other clause in the Agreement, the Company does not endorse or control any of the Advertisements. The Company shall have no liability, obligation, or responsibility to any party whatsoever in respect of any Advertisements or Games. 
7. Customer acknowledge and agree that the Company has no control over and makes no representations or warranties whatsoever, whether express or implied, in respect of: 

1. acts and/or omissions of any Gaming Studios regarding Advertisements being displayed within the Game; 
2. the quality of the Game display; 
3. any third party advertisements being displayed alongside the Advertisements and/or displayed instead of the Advertisements;
4. any decision of the Gaming Studio not to display any Advertisement or not to display any Advertisement as requested (including within a specific period); or 
5. any inability to find suitable Advertisements or Games. 

13. Data Protection 
    1. The Company will process the Customer’s personal data used for the Account and/or any other personal data of the Customer in accordance with its Privacy Policy and all applicable laws and regulations. The Customer undertakes to process any personal data of the Company in accordance with all applicable laws and regulations. 
    2. The Customer should not include personal data related to an identifiable person in any Advertisements or any content uploaded on the Platform. 
    3. If the Customer enters personal information in the Platform or provides personal information of individuals to the Company (including but not limited to personal data of Gaming Users), the Customer is responsible for obtaining a legal basis for processing the information so that the personal data can be used by the Company in connection with the Services and for complying with all applicable laws relating to privacy. When submitting personal information by using the Platform, the Customer is responsible for obtaining consent from the person who the information concerns or relying on any other applicable lawful basis for the personal information to be by the Company.
    4. Gaming Studios may submit personal data of Gaming Users to the Company. In these instances, Gaming Studios are data controllers, and the Company is the data processor. The Company agrees to process the personal data of Gaming Users pursuant any applicable data processing agreement, in accordance with the instructions of Gaming Studios and based on applicable law.  
14. Proprietary rights
    1. The Customer acknowledges and agrees that the Company and/or its licensors own all intellectual property rights in the Services and the Platform. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Platform.
    2. As between the Company and the Customer, the Customer shall own all right, title and interest in and to all the Advertisements, subject to the licence rights granted in this agreement. 
15. Confidentiality
    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under the agreement.  A party’s Confidential Information shall not be deemed to include information that:
       1. is or becomes publicly known other than through any act or omission of the receiving party;
       2. was in the other party’s lawful possession before the disclosure;
       3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
       4. is independently developed by the receiving party, which independent development can be shown by written evidence.

For the avoidance of doubt, Advertisements do not constitute Confidential Information. 

2. Subject to clause 15.4., each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of the Agreement.
3. Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.
4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 15.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
5. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Company’s Confidential Information.
6. No party shall make, or permit any person to make, any public announcement concerning the Agreement without the prior written consent of the other parties, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. 
7. The above provisions of this clause 15 shall survive termination of this agreement, however arising.
8. Indemnity 
   1. The Customer (Indemnifying Party) will defend, hold harmless and indemnify from any third-party claim or legal action (including but not limited to claims or legal actions by other Customers or Gaming Users), or any governmental or administrative agency action or proceeding (Claim) the Company and its its officers, directors, affiliates, agents, and employees (Indemnified Parties) from and against any Claim to the extent arising from: a) the use of the Services by the Customer including but not limited to any use that is in violation of the Agreement, and/or the applicable laws, b) any breach of the confidentiality obligations under the Agreement, c) the content of the Advertisements, their accuracy, and their infringing rights including intellectual property rights, or their display in the Games, d) any breach of Intellectual Property rights, and e) failure to obtain any necessary licences, permits, consents or approvals for the use, copying, production, reproduction, display, delivery, or distribution of the Advertisements . 
   2. The Indemnifying Party will indemnify the Indemnified Parties against: (i) all damages, costs, and attorneys’ fees finally awarded against any of them with respect to any Claim; (ii) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by any of them in connection with the defense of the Claim (other than attorneys’ fees and costs incurred without the Indemnifying Party’s consent after it has accepted defense of such Claim); and (iii) all amounts that the Indemnifying Party agreed to pay to any third party in settlement of any Claims arising under this clause 16 and settled by the Indemnifying Party or with its approval. 

The Indemnifying Party shall not, without the relevant applicable Indemnified Parties’ prior written consent, agree to any settlement on behalf of such Indemnified Parties which includes either the obligation to pay any amounts, or any admissions of liability, whether civil or criminal, on the part of any of the Indemnified Parties.

17. Limitation of liability 
    1. Except as expressly and specifically provided in the Agreement:
       1. the Customer assumes sole responsibility for results obtained from the use of the Services and for conclusions drawn from such use, and for any impressions generated for Advertisements within Games, and for the outcome of any Campaigns. The Company shall have no liability for any damage caused by errors or omissions in any information, instructions or material provided to the Company by the Customer in connection with the Services, or any actions taken by the Company at the Customer’s direction, including any Advertisements provided by Advertising Agencies;
       2. all warranties, representations, conditions, and all other terms of any kind whatsoever as to any matter whatsoever, including but not limited to the Games, Advertisements, game display or Advertisements’ display within Games, impressions generated within Games, whether express or implied by statute or common law or the operation of the law are, to the fullest extent permitted by applicable law, excluded from this agreement; 
       3. notwithstanding, and in addition to, clause 17.1.b., the Company disclaims all implied warranties, including but not limited to, merchantability, fitness for a particular purpose, and title; 
       4. the Customer has no right to make or pass on any representation or warranty on behalf of the Company to any third party; and
       5. the Services are provided to the Customer on an “as is” and “as available” basis.
    2. Nothing in this agreement excludes the liability of the Company:
       1. for death or personal injury caused by the Company’s negligence; or
       2. for fraud or fraudulent misrepresentation.
    3. Subject to clause 17.1 and clause 17.2:
       1. the Company shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, for any loss of profits, loss of business, business interruption, or loss of business opportunity depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Agreement; and
       2. the Company’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the Fees paid by the Customer during the two months preceding the date on which any claim against the Company arose.
       3. Nothing in this agreement excludes the liability of the Customer for any breach, infringement, or misappropriation of the Company’s or any third party’s intellectual property rights. 
18. Disclaimers 
    1. In addition to any other term in this Agreement, the Company disclaims all liability in connection with:
       1. any content displayed or appearing on the Platform and Services; 
       2. any Advertisements; 
       3. the suitability of the Platform and Services for the Customer’s business and requirements; 
       4. any decision of Gaming Studios not to approve any Advertisements, including any and all acts and/or omissions of any Gaming Studios regarding Ads being displayed within Games; 
       5. the availability of Games on the Platform;
       6. for the outcome of any Campaigns and the generation of impressions; 
       7.  the quality of the Games or Game display;
       8. any third-party advertisements being displayed alongside the Advertisements and/or displayed instead of Advertisements; or
       9. Gaming Studios or Advertising Agencies and whether they are interested in matching with each other accordingly. 
19. Term, termination, and suspension
    1. This agreement shall commence on the Effective Date and shall continue unless terminated in accordance with the Order Form. If the Order Form does not provide for termination, either party may give 30 days’ written notice to the other party to terminate the agreement. 
    2. Without affecting any other right or remedy available to it, the Company may terminate this agreement with immediate effect by giving written notice to the other party if:
       1. the Customer fails to pay any amount due under the Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
       2. the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so;
       3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
       4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
       5. an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership, or limited liability partnership);
       6. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
       7. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
       8. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
       9. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Agreement is in jeopardy.
    3. On termination of this agreement for any reason:
       1. all licences granted by the Company to the Customer under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services; 
       2. each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party;
       3. the Company may destroy or otherwise dispose of any Advertisements in its possession unless the Company receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of such data. The Company shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by the Company in returning or disposing such data; and
       4. any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced. 
    4. Notwithstanding any other clause in the Agreement, the Company may reject any Advertisement or refuse to procure the placement of any Advertisement as it deems appropriate in its discretion and/or where the Advertisement violates the terms of the Agreement and/or any applicable law, rules, regulations, and codes, and suspend or withhold further Services or suspend or pause any Campaign, if in its sole discretion it deems that continuation of Services or the campaign might prejudice the Company, its interests,  business, or reputation, or the Game. If it does so, the Company will not be in breach of contract or otherwise liable by reason of such suspension or cessation.
20. Force majeure

The Company shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, pandemics, endemics, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

21. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

22. Waiver

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 prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

23. Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

24. Severance
    1. If any provision or part-provision of this agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
    2. If any provision or part-provision of this agreement is deemed deleted under clause 24.1. the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
25. Assignment
    1. The Customer shall not, without the prior written consent of the Company, assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under this agreement.
    2. The Company may at any time assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under this agreement.
26. No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

27.  Notices
    1. Any notice required to be given under the Agreement shall be in writing and shall be delivered by email to the other party’s email address as provided by the Customer to the Company and as it appears on the Company’s website.
    2.  A notice sent by email shall be deemed to have been received at the time of transmission.
28. Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Republic of Cyprus.

29. Jurisdiction

Each party irrevocably agrees that the courts of the Republic of Cyprus shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).