GENERAL

Your use of the Smartie Pants Solution shall be governed by the terms of use of the Website and these general terms and conditions of this document, herein referred to as "the Terms". Additional terms might apply to you based on the specific services provided to you. By clicking I agree, you are consenting to be bound by the Terms and you indicate that you have read and agree to the Terms presented hereunder. If you do not accept the Terms, you may not register an account and access the Smartie Pants Solution.

We may revise the Terms, including changing, deleting, or supplementing with additional terms and conditions from time to time in our sole discretion, including to reflect changes in applicable law. We will post the revised terms on the Website with a "last updated" date. Please review the Website on a regular basis to obtain timely notice of any revisions. We may also send you a notice or in-product notification for the changes. If you continue to use the Solution after the revisions take effect, you agree to be bound by the revised Terms. You agree that we shall not be liable to you or to any third party for any revision to the Terms.

If you are agreeing to the Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such company or entity and/or its affiliates to the terms and conditions contained herein, in which case the terms "you", "your" and "Publisher" and/or “Developer” shall refer to such company or entity and its affiliates. If you do not have such authority, or if you do not agree to the terms and conditions of the Terms, you must refrain from accepting them and may not access and/or use the Smartie Pants platform.

DEFINED TERMS

Words set out in These Terms starting with capital letters shall have the following meaning:

"Smartie Pants", "we", "our", or "us" means Smartie Pants Limited, a company incorporated and existing under the laws of Bulgaria, company number 206763549, with registered office: Republic of Bulgaria, 1712 Sofia, Mladost 3 Residential area, block 325, entrance 2, floor 1, studio 1.

"Smartie Pants Platform" or "the Platform" means the ad revenue management solution provided by Smartie Pants aiming to increase the ad revenue by automatically tailoring, monitoring and managing the ad monetization of your Applications through services which may include automations, algorithms, prediction models and other and may be done within third-party service providers’ and partners’ environment (like mediation platforms, ad networks and other) or within the application directly via an SDK integration or other implementations suggested by Smartie Pants.

“SP SDK” shall mean any Smartie Pants Software Development Kit provided to Publisher.

"Reports" shall mean any reports or output generated through the Solution, whether manually or automatically, derived from Publisher Data and/or aggregated data.

"Technical Documentation" shall mean any and all individual and/or collective documents provided by Smartie Pants to support Publisher’s use of the Solution, including but not limited to user guides, developer guides, and API guides.

"Developer tools" shall mean the SP SDK, Application Programming Interface (API), JavaScript, Pixels, tracking links, cookies, direct implementations in the Application or other similar technologies used or made available by Smartie Pants to support the Publisher’s use of the Solution.

"Advertising partners" means a legal or natural person who connects businesses that want to advertise their products or services with publishers that provide publicity and space for such advertisements, such as ad networks, media agencies and other advertisers.

"Mediation platform" means a technology platform owned by ad networks or other legal and natural person that can help other legal and natural persons to advertise and/or monetize their applications, games, or other products.

"Publisher" and/or "Developer" means a legal or natural person who offers a certain number of advertisements, impressions, inventory, ad slots within their application/ad traffic, etc. or amount of ad space for purchase by advertisers.

"You" means the Publisher who has a registered account on Smartie Pants platform available at https://www.smartiepants.com/ and uses the Solution.

"Application" means a software application developed or managed by the Publisher which serves various functions and is used by the End users, contains placements of ads,  and is registered on Smartie Pants platform.

"Inventory" means your inventory of Applications that are subject to our automated optimisation of the mediation waterfall, including ongoing monitoring of the performance, the mediation waterfall and bidding management.

"End User" means a natural person that downloads, installs and/or otherwise uses the Publisher's Applications.

"End User Data" means all the data related to End Users that are collected through the use of the Solution, received through the Smartie Pants SDK or other tracking URLs, any third-parties such as media networks, and/or transmitted to the Smartie Pants otherwise, such as for example, Android ID, IP Address, Advertising ID, Smartie Pants ID, Country.

"Publisher Data" means all the information available to Smartie Pants for Publisher's Applications, Inventories and End Users, including Impression Data, Device data, Application Data, End User Data, advertisement materials, analytics data, and any other information pertaining to them, provided by the Publisher оr otherwise made available Smartie Pants, including and not limited to any data received and/or extracted from mediations and ad networks, generated data through Smartie Pants SDK or other tracking URLs, including during A/B tests, and information collected by or generated in provision of the Solution and in performance of the Terms.

"Content" means all information and materials, in particular any text, data, graphics, dashboards, print, software, codes, algorithms, mediation setup, waterfall optimisation, SDK, process automation and optimisation, recordings, and other moving and non-moving items and material created or contributed and whether provided in stream, download, electronic data or any other form via the Solution and otherwise.

"IPR" means intellectual property rights which include, but are not limited to copyright, moral rights, registered designs, patents, trademarks, service marks, brands, design rights, know-how (whether registered or unregistered) semiconductor rights, database rights, trade secrets, rights of confidence and all other similar rights (including applications for the registration of any of the foregoing rights) and all other renewals and extensions thereof in any part of the world.

WHAT YOU GET WHEN JOINING THE SMARTIE PANTS PLATFORM

When joining the Smartie Pants’s platform you get access to:

• Our automatic ad inventory management and optimisation solution aiming to increase ad revenue;
• Free selection of Applications to participate with;
• Initial A/B testing;
• Ongoing performance improvement tests;
• Full visibility over performance;
• Direct advice on industry best practices.

HOW IT WORKS

Activation and Access Rights

Upon registration on the Smartie Pants platform and completion of the required integrations, the Solution will be activated on the Applications you have selected (including specifications such as operating system, ad type, country, and other relevant parameters). To enable the automatic creation, configuration, and optimization of your waterfall and ad network instances, you hereby grant us access to your Inventories, as well as to your mediation and ad network accounts and configurations.

The Solution aims to maximize ad revenue by automatically tailoring, managing, and optimizing the monetization of your Applications. This may involve the use of automation tools, algorithms, machine learning models, predictive analytics, and other technologies. These activities may be carried out either within third-party environments (such as Mediation platforms, Advertising partners, or other service providers) or directly within your Applications via the SP SDK integration or other technical implementations.

The SP SDK is designed to function as a Unity plugin. You must install the SP SDK to enable the integration with the Smartie Pants platform and the Mediation platforms selected by Smartie Pants. (Supported Mediation Platforms). To enable full functionality of the Solution, You are required to download and integrate the official SDKs from the Supported Mediation Platforms.

It is the Publisher’s responsibility to ensure proper installation and integration of both the SP SDK and any required third-party mediation SDKs. Smartie Pants does not host or distribute third-party SDKs and is not responsible for the functionality, performance, or availability of such third-party services. Publishers shall comply with all terms and conditions imposed by third-party SDK providers and are responsible for keeping all SDKs (including the SP SDK) up to date to ensure compatibility and performance.

Smartie Pants may issue updates to the SP SDK, and Publishers must implement such updates promptly in accordance with these Terms. The Publisher must implement the latest version of the SP SDK and install any updates within fifteen (15) days of receiving notice from Smartie Pants regarding the availability of such updates. These updates are essential to ensure the proper operation of the Solution. Failure to implement the required updates within the specified timeframe may result in degraded performance or non-functionality of the Solution, for which Smartie Pants shall bear no responsibility.

HOW TO JOIN

To use the Solution, you need to create an account. You may only register if, You (i) have accepted the Terms; (ii) have provided us with complete and accurate information; (ii) have done the required implementations and SDK integrations, if any and (iii) have received a link for registration confirmation from us via Email.

You must keep your username and password details always secure. You are responsible for all activity that occurs on your account, whether impliedly or expressly authorised by you or not. You must immediately notify us of any unauthorized use by third parties on your account. You may be liable for losses incurred by us or any other registered user due to someone else using your account. We will not be liable for any loss or damage arising from your failure to comply with these obligations. We will not modify your username without consulting you. Please note that your username may be displayed on the Smartie Pants platform (e.g. with your activity, comments or content).

By registering you warrant that the information provided for your account, together with any other information and data which you may from time to time provide to us or we receive from other sources with regard to your applications and inventories (whether as part of the registration process or otherwise) is complete, true, accurate and not misleading in any way. You are responsible for notifying us of any changes in your information that you are aware of to ensure that it remains up to date. You are ultimately responsible for providing any notices and notifications, as well as obtaining necessary consents, as applicable, from End Users and third parties for providing us with any personal data.

You understand that for the provision of the Solution to You and in particular to make the necessary mediation setup and configuration, or any Application configurations, we may ask you to grant us access to your Applications, Inventories and Publisher Data. We may also obtain Publisher Data from Advertising Partners, Meditations and other third-party sources. You hereby authorise us to use such Publisher Data and make it available to our partners, who are not direct competitors to you (such as Advertising Partners and Mediations). You hereby commission Smartie Pants to collect, optimise, analyse or otherwise process on your behalf, Publisher Data about the Applications and Inventories that you have registered on the Smartie Pants platform, including to aggregate such data for benchmarking purposes.

Where you provide us or authorise us to process on your behalf any data that may be considered personal, proprietary and/or confidential, you are responsible, as applicable, for informing any third parties to which such information may belong to, and obtaining their specific, informed, unambiguous, and freely given consent or permission (incl. from End Users where applicable) and that all necessary action is taken to ensure that such disclosure is lawful under the applicable legislation.

PERSONAL DATA

Prior to creating an account on the Smartie Pants platform, we encourage you to read our Privacy Notice about how and why we process personal data.

We may also process personal data of Еnd Users on your behalf as part of the Solution. In such cases, the Data Processing Agreement, incorporated herein by reference will  apply.

YOUR RIGHTS AND OBLIGATIONS

We grant you the right to access and use the Solution as made available to you. Your obligations in connection with use of the Solution also include:

1. Once your Application is onboarded, you must not make any changes to the mediation and ad network setups and the associated instances and floors.
2. You shall be obligated to support the Solution, including but not limited to any updates as required by the applicable operating systems, performance-related updates, and maintenance, graphic and design update, ensure the applications are fully operational and stable at any given point in time.
3. You must not use the Solution for any unlawful purpose or for the publication of, linking to, issue or display of any unlawful material (such terms to include, but not be limited to, any pirated software or any material which is obscene, threatening, malicious, deceptive, harmful, abusive, defamatory, intimidating, discriminatory on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability) or which breaches the rights (including, but not limited to IPR) of us and/or any third party or which encourages or procures any criminal activity or contains any virus, trojan horses or other harmful code or script.
4. You must not download, copy and disclose to third parties any Content that has been made available to you as part of the Solution.
5. You must comply with all applicable laws and regulations that may apply to you in using the Solution and hereby agree not to infringe our rights, our partners’, and Registered Users’ rights.
6. You may not disclose any confidential information related to the Solution or any professional advice received from us related to the services to any third party including and not limited to consulting legal or natural persons who provide similar services, without Smartie Pants’ prior consent.
7. Publisher must implement the latest SP SDK and install any updates within 15 days after Smartie Pants has provided notice of available updates. Such updates are necessary for the proper functioning of the Solution.
8. In order to enable and maintain a proper functioning of the Solution, Publisher must follow Smartie Pants’s reasonable instructions and the protocols and specifications provided by Smartie Pants and to confirm upon request to Smartie Pants for the implemented instructions and updates.

AUTHORISATION

Smartie Pants hereby authorises the Publisher to access and use the Solution for the purposes described in these Terms. This authorization is non-exclusive and, other than as may be permitted in the Terms, non-transferable. Smartie Pants retains all right, title, and interest in Solution, including but not limited to all software, technology and processes, as well as all derivative works and improvements thereto. Nothing in the Terms grants you any right, title or interest in any IPR over or relating to the Solution either expressly or by implication or otherwise. All right, title, and interest in the Solution are and will remain with Smartie Pants.

Publisher grants to Smartie Pants a limited, non-exclusive license to use, transmit, index, display Publisher Data for Smartie Pants’ improvement of services and/or to make aggregated Publisher Data available to Smartie Pants’ partners (such as Advertising partners and/or Mediation platforms, who are not direct competitors of the Publisher) as necessary in order for Smartie Pants to perform its obligations.

Publisher hereby authorizes Smartie Pants to collect, process, analyze, and aggregate data related to the End Users, including but not limited to data collected through the SP SDK. Such data may include technical information, usage metrics, device identifiers, and performance indicators, as reasonably necessary to enable and support the Solution. Smartie Pants shall process this data on the Publisher's behalf in accordance with applicable data protection laws and solely for the purposes of providing the Solution, generating aggregate insights, and ensuring compliance with integration requirements.

You understand and agree that such usage and disclosure shall be deemed to be non-confidential and you hereby provide us with your written consent for such usage and disclosure. This allows for running the Solution aiming to increase the ad revenue. As between Smartie Pants and Publisher, Publisher retains all right, title, and interest in the Publisher Data. Nothing in the Terms grants Smartie Pants, or any third party, the right to use the Publisher Data for any reason or purpose other than as expressly described herein.

A/B TESTS

Smartie Pants may perform A/B tests related to the optimization of Publisher’s Applications as agreed with the Publisher. The period of the A/B test is up to 21 (twenty-one) calendar days as of onboarding the respective Application and shall measure the relevant benchmark agreed with the Publisher which Smartie Pants is able to achieve through the Optimization. During the A/B tests Game X Android and Game X iOS will be measured separately. Prior to launching any A/B tests, the Publisher’s initial waterfall state, including all previous bidding and traditional waterfall instances, shall be kept as they were prior to the A/B test.

For Applications of Publishers and/or its affiliates onboarded and optimized by Smartie Pants which are subject to acquisitions initiatives, the Publisher declares and warrants that he shall obtain any consents needed and shall ensure appropriate lawful ground and confidentiality provisions in place prior to sharing any information and access with Smartie Pants for the purposes of the A/B tests.

For the avoidance of doubt the provisions of these Terms apply during the A/B tests performed by Smartie Pants.

FEES AND PAYMENT

We are entitled to receive payment from you according to the additional pricing terms agreed between Smartie Pants and the Publisher in writing. Our standard pricing model is based on tiers and the benchmark agreed with you prior to running the solution. Payments are due and payable within 30 (thirty) days as of the date of the respective invoice.

We require your full cooperation in case additional information for invoicing purposes is needed. If you do not assist in the transparency of revenue figures, then you give us the right to cease running the Solution awaiting the required details and/or payments. We have the right to terminate our agreement if payment is withheld.

You shall not assert any right of retention against our claims. Any set-off against counterclaims shall be permitted only with respect to counterclaims which are beyond dispute and have been established by virtue of a final court order.

For the avoidance of any doubt, we are not responsible and therefore not liable for any fees and execution of the payments between the Publisher and the Advertising Partners.

CONFIDENTIALITY

We respect your and others private, sensitive, and confidential information. We make all reasonable efforts and take all such actions as are reasonably necessary and appropriate to preserve and protect such information and your and others' respective rights therein, always exercising at least a reasonable level of care. We take all reasonable technical and organisational measures for our Solution to restrict access to your private, sensitive and confidential information to other parties, who are deemed to be competitors of you. We also restrict access to those employees or agents who do not require access in order to perform hereunder, and, except as otherwise provided, We shall not make such information available to any other person or entity without your authorisation. We will not bear liability for breach of this section with respect to any Publisher Data that was disclosed to our partners, who are not direct competitors of you, provided that we were authorised under the provisions of the Terms to disclose such Publisher Data.

You understand and agree that all information that has been made available to You, including information that relates to Smartie Pants, Mediation platforms, Advertising partners or other partners or providers, is considered confidential. During and after the term, with respect to the Confidential Information you will: (a) use our Confidential Information solely for the purpose for which we provided it; (b) not disclose such Confidential Information to a third party, except on a need-to-know basis to your affiliates, attorneys, auditors, consultants, and service providers who are under confidentiality obligations at least as restrictive as those contained herein; and (c) protect such Confidential Information from unauthorised use and disclosure to the same extent (but using no less than a reasonable degree of care) that you protect your own Confidential Information of a similar nature.

If you are required by law to disclose our Confidential Information, you shall give us prompt written notice before making the disclosure, unless prohibited from doing so by the legal or administrative process, and assist us to obtain where reasonably available an order protecting our Confidential Information from public disclosure.

Notwithstanding any other provision of the Terms, you acknowledge that, as between you and us, all our Confidential Information you receive from us, including all copies thereof in your possession or control, in any media, is proprietary to and exclusively owned by us. Nothing in the Terms grants you any right, title or interest in or to any of our Confidential Information, except as provided in the Terms. Any incorporation of our Confidential Information into any of your own materials will not render our Confidential Information non-confidential.

IPR

All rights, title, and interest in and to the Solution, including but not limited to the Content, Developer Tools, Documentation, Reports, and any related components or materials provided by Smartie Pants under these Terms (collectively, the “Materials”), are and shall remain the exclusive property of Smartie Pants or its licensors. These Materials are protected by applicable intellectual property and other proprietary rights laws, including without limitation: copyright, moral rights, design rights (registered or unregistered), patents, trademarks, service marks, trade dress, trade secrets, database rights, semiconductor rights, and rights of confidence.

The absence of explicit marking (e.g., ©, ®, ™) or registration does not constitute a waiver of any rights by Smartie Pants. All intellectual property rights not expressly granted are reserved.

You may not reproduce, modify, distribute, publicly display, perform, publish, transmit, or otherwise exploit any part of the Materials without prior written consent from Smartie Pants. You also agree not to reverse engineer, decompile, disassemble, or attempt to derive the source code of any component of the Solution, except where expressly permitted by applicable law.

This protection extends to any ideas, structures, processes, algorithms, or concepts underlying the Solution or the Materials, regardless of whether they are independently protectable under intellectual property laws.

If any third-party materials are incorporated into the Solution, such materials shall remain the property of their respective rights holders and are licensed to you under the terms accompanying them, if any.

PUBLISHER TRADEMARKS

You hereby grant Smartie Pants a worldwide, non-exclusive, royalty-free, perpetual license to use your name, trademarks, service marks, and logos in connection with the Solution, including on the Smartie Pants platform, our website, and in promotional and marketing materials, press releases, customer lists, case studies, webinars, and co-hosted events, subject to mutual agreement where required

RESTRICTIONS

By using Solution, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:

• Is illegal, or violates any federal, state, or local law or regulation;
• Advocates illegal activity or discusses illegal activities with the intent to commit them;
• Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
• Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;
• Interferes with any other party’s use of the Solution;
• Attempts to impersonate another person or entity;
• Is of a commercial nature in a way that violates the Terms, including but not limited to, using the Solution for spam, surveys, contests, pyramid schemes, or other advertising materials;
• Falsely states, misrepresents, or conceals your affiliation with another person or entity;
• Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;
• Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Solution, or the databases or networks connected to the them;
• Accesses without permission our proprietary or confidential records, those of another user, or those of anyone else;
• Improperly solicits personal or sensitive information;
• Decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code, mediation setups or other elements related to the Solution, except as expressly permitted by Smartie Pants;
• Removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of the Solution;
• Attempts to defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Solution;
• Uses automated or manual means to violate any restrictions applied by Smartie Pants in provision of the Solution, if any, or bypasses or circumvents other measures employed to prevent or limit access, for example by engaging in practices such as “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information.
• Modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes the Solution or the Materials  or on other shared information resources;
• Downloads (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or offers for sale any Materials, or other information contained in or obtained from or through the Solution, by any means except as provided for in these Terms or with the prior written consent of Smartie Pants;
• Modifies, removes, or obscures any proprietary notices or legends that are part of the Solution or during the use and operation thereof;
• Removes or alters any proprietary notices or marks related to the Solution; or
• Attempts to do any of the foregoing.

LIMITATION OF LIABILITY

We shall not be liable, whether in contract, warranty, failure of a remedy to achieve its essential purpose, tort (including negligence or strict liability), indemnity, or any other legal or equitable theory for business interruption or lost revenue, loss of profits or deals, cost of capital, for any loss of use, for any loss or corruption of data or for any special incidental, punitive, indirect or consequential damages or for any other loss or expenses of a similar type. The liability of Smartie Pants for any act or omission under the Terms, whether in contract, warranty, failure of a remedy to achieve its essential purpose, tort (including negligence or strict liability), indemnity, or any other legal or equitable theory, will in no event exceed the total amount of fees paid by you to us under the Terms.

Because some states and jurisdictions do not allow limitation of liability or caps on damages in certain instances, portions of the above limitation may not apply to you. In that event, such exclusions and limitations shall apply to the maximum extent permitted by applicable mandatory law (and our liability shall be limited or excluded as permitted under mandatory applicable law).

The rights and remedies explicitly contained in the Terms shall be applied exclusively and not in conjunction with any other remedies available to the parties under law. The parties accept that these remedies can be sought in lieu of any other rights and remedies available at law or otherwise, in contract (including warranty) or in tort (including negligence), for any and all claims of any nature arising under the Terms and or any performance or breach arising out of the theTerms.

In the event that a warranty or remedy is deemed to have failed its essential purpose, the parties expressly provide that such failure shall not affect the validity of this limitation of liability, each provision having been separately bargained for and agreed.

Registered Users hereby release, indemnify and hold harmless Smartie Pants from and against any claims relating to the Solution brought by End Users directly against Smartie Pants. The liability of Smartie Pants regarding any such claim shall, with regards to the relationship between the Publishers/ Advertising Partners/ Mediations and Smartie Pants, be decided upon the terms and conditions of the Terms.

The provisions above related to liability shall survive any termination or expiration of the Terms.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other party that it: (a) is an entity duly formed and/or organized and validly subsisting pursuant to the laws of its jurisdiction of formation and/or organization; (b) is qualified to do business in the jurisdictions in which the Solution is to be provided; (c) has due authorisation and authority to abide by the Terms and to fully perform its obligations hereunder; and (d) will comply with all applicable laws and regulations in force relating to the Solution to be rendered hereunder, including with respect to any applicable data protection, privacy or similar laws.

SUSPENSION OF SERVICES

If Publisher fails to make any payment due to Smartie Pants, Smartie Pants may suspend the Solution without liability to Publisher until such payment is made. Any suspension of the Solution under this section shall not relieve Publisher from its obligation to pay any outstanding fees or charges payable to Smartie Pants.

TERM AND TERMINATION

The Terms will become effective for you upon your registration on the Smartie Pants platform and shall continue to be effective for an initial period of 12-month term. Upon expiration of the initial term, the term shall automatically renew for subsequent 12 months unless terminated as set forth below.

Termination after initial A/B tests. The Publisher may terminate the agreement after expiration of the A/B test. In this case, Smartie Pants will restore the Publisher’s initial waterfall state, including all previous bidding and traditional waterfall instances as they were prior to the A/B test. The Publisher is obligated to grant access to Smartie Pants for all necessary actions in this regard.

Termination for convenience. Either party may terminate the agreement at any time for convenience by providing the other party (30) days written notification of termination.

Termination for Breach. Termination for Insolvency. If either Party commits a material breach or default in the performance of any of its obligations under the Terms, then the other party may terminate the Terms in its entirety by giving the defaulting party written notice of termination, unless the material breach or default in performance is cured within thirty (30) days after the defaulting party receives notice thereof. Either Party may terminate the Agreement in its entirety upon written notice if the other party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement, or an assignment for the benefit of creditors.

Post-Termination Obligations. If the term expire or is terminated for any reason: (a) Publisher will pay to Smartie Pants any amounts that have accrued before, and remain unpaid as of, the effective date of the expiration or termination; (b) any and all liabilities of either party to the other party that have accrued before the effective date of the expiration or termination will survive; (c) licenses and use rights granted to Publisher, including all applied technical setup within Publisher's systems and Mediation platforms with respect to the Solution and related intellectual property will immediately terminate – Smartie Pants will restore the Publisher’s initial waterfall state, including all previous bidding and traditional waterfall instances and the Publisher is obligated to grant access to Smartie Pants for all necessary actions in this regard, and (d) Publisher must delete all copies of the codes (including SDKs, APIs, tracker links and associated secrets) that were provided by Smartie Pants.

COMMUNICATIONS

You agree to receive all communications from us in connection with the Solution via electronic means. These communications may include, without limitation:

• Service-related notices, including those concerning the delivery, maintenance, optimization, and performance of the Solution;
• Administrative messages regarding your account, payments, or revenue-related information;
• Marketing and promotional messages related to the Solution or other offerings from Smartie Pants.

We may deliver communications through various electronic methods, including email, in-product messaging, push notifications, or by posting them on the Smartie Pants platform, or making them otherwise accessible to you.

To the fullest extent permitted by applicable law, you agree that all such electronic communications satisfy any legal requirement that such communications be in writing or delivered in a particular form. You are responsible for keeping your contact information in your account accurate and up to date.

You may opt-out of receiving marketing and promotional emails from us at any time by following the unsubscribe instructions in those emails or by contacting us directly. Please note that even if you opt out-of marketing communications, you will continue to receive essential service and transactional communications.

ANTI-CORRUPTION

Each party represents, warrants, and undertakes that, in connection with the performance of its obligations under these Terms and the use or provision of the Solution, it shall comply with all applicable anti-corruption, anti-bribery, and anti-money laundering laws, regulations, and codes.

Neither party shall, directly or indirectly, offer, promise, give, request, or accept any undue financial or other advantage of any kind in connection with the performance of these Terms. Each party shall maintain adequate procedures designed to prevent bribery and corruption by its personnel, agents, and subcontractors.

TRADE RESTRICTIONS

Each party agrees to comply with all applicable export control, economic sanctions, and trade restriction laws, regulations, and orders, including those imposed by the United Nations, the European Union, the United States (including the Export Administration Regulations (EAR) and the Office of Foreign Assets Control (OFAC) sanctions), and any other relevant governmental authority.

Nothing in these Terms shall be construed to require either party to take or refrain from taking any action that would cause it to violate any applicable trade laws or sanctions. If performance under these Terms would be prohibited by any such laws, such performance shall be excused to the extent required to comply.

VENUE AND APPLICABLE LAW

Legal relations existing in connection with the Terms and all transactions thereunder shall be governed by and construed in accordance with the Bulgarian law.

Venue and jurisdiction for any claim with respect to or arising out of the Terms shall be brought before the competent court in Bulgaria.

SEVERABILITY

If any part of the Terms is found to be illegal, unenforceable, or invalid, the remaining portions of the Terms will remain in full force and effect.

HAVE QUESTIONS?

You can reach out to Us at: team@smartiepants.com.