Terms and Conditions

This agreement describes the terms and conditions under which «Wortise» (Bee Holding S.R.L. is a company established in Uruguay with company number (RUT) 21.833.415.001, and registered office on the 4th floor of Misiones 1537, Montevideo, Uruguay) provides to you («Publisher») the monetization and advertising services that are part of the Wortise – Dashboard for Publishers product.

Wortise reserves the right to modify the Terms and Conditions (T&Cs) at any time without notice. You should print a copy of this agreement for future reference. Please, read these terms and conditions carefully before subscribing to the Service through our «Site». By subscribing to our Services and using our Site, you agree to the terms and conditions contained in this agreement.

For valuable consideration, the parties agree to the following:

1. Description of Service and License Grant

1.0 Minimum Age. You must be a natural person of at least 18 years of age to use the Site and register for the Services. By using the Services, you represent and warrant that you are at least 18 years of age.

1.1. The Wortise platform benefits the Publisher (application publishers/owners/developers/providers) by offering the Publisher the opportunity to integrate the Wortise Software Development Kit (“SDK»). The Wortise SDK will enable Wortise to provide targeted advertisements on behalf of the advertisers to the end users of the Publisher’s application(s) (the «Monetization Service»).

1.2. Subject to these T&Cs and during the term of this Agreement, Wortise:

1.2.1. grants the Publisher a revocable, limited, personal, worldwide, non-exclusive, non-transferable right to:

1.2.1.1. use, copy and distribute Wortise SDK solely for the monetization and distribution of its own Applications;

1.2.1.2. use the relevant and necessary components and adapters of the SDK solely to incorporate the SDK into the Publisher’s Applications; and

1.2.1.3. enable Publisher’s access to the Wortise platform.

1.3. To provide the Service, you authorize Wortise to deliver advertisements to the mobile devices of end users through your Application.

For purposes of clarification, you acknowledge and agree that, between you and Wortise, Wortise has the sole authority and discretion to: (i) identify, select and manage advertiser relationships; and (ii) negotiate and enter into agreements with advertisers and ad networks for the delivery of advertisements to end user mobile devices in connection with the Service. The Publisher shall not interfere with such Wortise service in any way.

1.4. Participation in the Wortise Service is subject to Wortise’s prior approval and the Publisher’s continued compliance with the T&Cs. Wortise reserves the right to refuse participation or block access to any applicant or participant at any time, in Wortise’s sole discretion. The Publisher’s continued use of the Wortise platform shall be deemed acceptance of these T&Cs.

1.5. Feedback. You are not obligated to provide feedback to us, but if you do, Wortise shall own the feedback. All comments or materials submitted by the Publisher to Wortise about the SDK, the Platform or the Service in general, including, but not limited to, testimonials, images, questions, suggestions or ideas (collectively referred to as «Feedback») will be received and treated by Wortise on a non-confidential and unrestricted basis.

1.6. Updates. If Wortise makes available to Publisher any modifications to the SDK, including updates, patches, upgrades, enhancements, custom builds or fixes, then, as far as the Publisher is concerned, such modifications shall become part of the SDK and shall therefore be subject to this Agreement and shall be promptly implemented. Wortise is under no obligation hereunder to provide any such modifications, or any other support (other than as set forth in clause 2). Any obligation of Wortise to the Publisher arising out of the Publisher’s use of the SDK is limited to the current version of the SDK. Wortise may, at its sole discretion, make support services available on a paid basis pursuant to a separate agreement.

2. Implementation and Support

2.1. For the Monetization Service, the Publisher agrees, at its own cost, to implement the Wortise SDK in accordance with the technical specifications provided by the Wortise technical instructions guide available at https://docs.wortise.com. The Publisher grants Wortise the right to collect, access and use end user data to enhance targeting capabilities and provide ad recommendations based on end users’ interests. Wortise will provide commercially reasonable benefits to the Publisher in connection with the initial implementation of the Wortise SDK.

3. Ownership

3.1. The Publisher retains all rights, titles and interests in and to the Publisher’s Applications, including all intellectual property rights related to its Applications. All rights not expressly granted by the Publisher to Wortise herein are hereby reserved to the Publisher.

3.2. Wortise reserves all rights, titles and interests in and to the Wortise platform, services, SDKs and any materials created, developed, compiled or provided by Wortise in connection with this Agreement, including all intellectual property rights related to each of them. All rights not expressly granted by Wortise to the Publisher herein are hereby reserved to Wortise.

3.3. Device Data. All End User Data collected by Wortise through its SDK during the term of this Agreement shall remain the full property of Wortise during and after the termination of this Agreement, in accordance with applicable privacy regulations.

4. Publisher’s Liabilities and Warranties

4.1. The Publisher represents and warrants that: (a) all information that the Publisher has provided and shall in the future provide to Wortise is accurate and up to date; (b) the Publisher has all necessary and lawful rights, power and authority to accept and be bound by these T&Cs and to perform the acts required from the Publisher hereunder; (c) the Publisher complies with all applicable laws, including but not limited to federal, provincial/state and local laws, rules and regulations; (d) the Application(s) does not display, reference, link to or endorse prohibited content (as reasonably determined by Wortise) or illegal content; and (e) the Publisher will implement the Wortise SDK for placement and use of the Wortise Service in accordance with the Documentation.

4.2. Wortise represents and warrants that: (a) all information that Wortise has provided and shall in the future provide to the Publisher is accurate and up to date; (b) Wortise has all necessary and lawful rights, power and authority to accept and be bound by these T&Cs to perform the acts required by the Publisher hereunder; (c) Wortise complies with all applicable laws; and (d) the Services do not display, reference, link to or endorse illegal or prohibited (as reasonably determined by Wortise) content.

5. Prohibited Actions

5.1. In addition to what is expressly set forth herein, the Publisher shall not, directly or indirectly, authorize or otherwise permit any third party to:

5.1.1. reproduce, lease, transfer, license, resell, assign, distribute or otherwise commercially exploit or make available to any third party the Wortise Service derived from the Wortise SDK;

5.1.2. distribute any source code provided as part of the Wortise SDK;

5.1.3. modify, alter or create any development derived from the Wortise SDK;

5.1.4. reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or any trade secrets related to the Wortise SDK, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

5.1.5. remove, alter or obscure any proprietary rights or notices in the Wortise SDK;

5.1.6. use the Wortise SDK or the Service for any purpose other than for which it was designed, including, without limitation, the display of advertisements outside of the Application;

5.1.7. use the Wortise SDK to create (or facilitate the creation of) any product or service that competes with the Wortise SDK or the Wortise Service; and

5.1.8. include the Wortise SDK in online services or applications other than the Publisher’s Applications, unless agreed to in writing by Wortise;

5.2. The Publisher agrees not to create illegal, defamatory, threatening, offensive or objectionable content in relation to Wortise, in particular, but not limited to, on the Internet, in the press or in any public media. In case of proven defamation, Wortise may sue the Publisher for defamation.

5.3. Wortise may suspend the Publisher’s use of the Wortise platform Service and/or terminate the Publisher’s participation in the Wortise Service immediately if the Publisher violates the foregoing provisions of this Section (5).

6. Payments and Billing

6.1. Subject to the T&Cs hereof, Wortise shall pay the Publisher the amounts calculated on the basis of the provision of the Monetization Service. The number of impressions or clicks that are taken into account in calculating the Publisher’s amount shall not exceed the number of impressions or clicks that are billed to advertisers and/or media agencies. The Publisher acknowledges that all payments will be based on the Wortise algorithm which displays the Publisher’s reports through the Wortise Site at the end of each month. For the sake of clarity, all payments are based on validated Publisher Application amounts made through the Monetization Service. Web links to invoices are available on the Wortise dashboard for Publishers. Prior to any inquiry or validation of an invoice request, the Publisher must complete all the mandatory information in the «Invoicing – Payment methods» section of the dashboard.

6.2. Terms of payment. Wortise agrees and undertakes to pay the amounts that the Publisher has received from the Wortise SDK within 45 days after the end of the monetization month, provided that the net revenue earned by the Publisher in that month exceeds USD 100. The invoice date is the last day of the monetization month. All unpaid earnings will be transferred to the next pay period. The Publisher’s earnings are quoted exclusive of taxes, but payment made by Wortise to the Publisher will include any and all taxes, including VAT where applicable, depending on the location and VAT status indicated by the Publisher. The Publisher shall be responsible for payment of all applicable taxes, and the remuneration previously paid shall not be increased for such taxes. The Publisher acknowledges and agrees that any validated invoice cannot be challenged after more than one month from the date of validation. If Wortise fails to pay any invoice due after receiving notice that payment is overdue from the Publisher, an interest at the rate of 1% per year on the base rate of the BCU (Central Bank of Uruguay) in dollars will be payable on any overdue balance.

6.3. Bank Charges. Wortise cannot be held responsible for any bank charges received by the Publisher as a result of receiving funds at international banking institutions. Wortise takes all possible steps to avoid any charges to the Publisher when making payments; however, it is the Publisher’s responsibility to pay any charges that are beyond Wortise’s control. Publishers are asked to define their preferred method of payment on their invoice and, therefore, the Publisher is responsible for any charges or fees on their part thereafter.

6.4. Currencies. All Publisher’s earnings are calculated by default in USD. The Publisher selects a currency in which to receive a payment when entering its personal details on the Wortise Platform. If the Publisher chooses to receive payment in USD, EUR or ARS, no currency exchange fees will be applied to the amount sent by Wortise. The exchange rate to be used for EUR and ARS is the average monthly exchange rate for the corresponding month, and the invoice will be displayed in the chosen currency. If the Publisher chooses to receive payments in a currency other than USD, EUR or ARS, the invoice will be displayed in the default currency in USD, but our payment manager will make the payment in the selected currency according to the current date. The exchange rate is applied by our payment manager. The Publisher acknowledges that they assume the risk of this exchange rate, the conversion fee and the Publisher’s associated bank charges, if applicable.

6.5. Wortise shall not be obligated to pay for (a) impressions, clicks or other actions resulting from a breach of Section 5; or (b) fraudulent impressions, clicks or other actions generated by any person, bot, automated program or another device or mechanism in connection with any advertisement, as reasonably determined by Wortise in its sole discretion. You agree that if Wortise reasonably determines that such fraudulent actions have occurred, Wortise may deduct any amounts as determined by Wortise in its sole discretion from amounts otherwise payable to you. Wortise reserves the right to withhold all payments if it believes that Publisher has engaged in activity in violation of this clause or these T&Cs.

7. Termination

7.1. This Agreement commences on the date you subscribe to our Services through our Site and will continue until your termination of this Agreement. Either party may immediately terminate these T&Cs for breach by giving written notice. Either party may terminate this Agreement at any time for any reason or for no reason upon at least thirty (30) days prior written notice to the other party. Upon termination of this Agreement, the Publisher shall cease the distribution of any Application incorporating the Wortise SDK and, upon request, within five (5) business days after such termination. Any provision hereof that by its nature extends beyond termination shall remain in effect until terminated and shall apply to any successors and permitted assigns.

8. Confidentiality

8.1. Each party agrees not to disclose the Confidential Information (defined below) without the prior written consent of the other party and to use at least the same degree of care to prevent unauthorized use and disclosure of the Confidential Information that is used with respect to its own confidential information of similar importance (but in no event less than a reasonable degree of care). «Confidential Information» includes (i) business and technical information relating to the operations of the discloser, including, but not limited to, products, procurement, project plans, requirements, business terms, people, processes, information systems, facilities, logistics, finance, sales, and marketing; and (ii) information that, given the circumstances surrounding its disclosure or the nature of the information, a reasonable person would conclude is confidential. Confidential Information does not include information that: (a) at the time of disclosure is published or is in the public domain; (b) after disclosure becomes part of the public domain otherwise than by a breach of confidence or confidentiality; (c) the recipient knew prior to the receipt of the disclosure, provided that such prior knowledge can be substantiated by documentary evidence prior to disclosure by the discloser; (d) is disclosed to the recipient by a third party (other than employees or agents of either party) who, by making such information available to the recipient, does not breach any obligation of confidentiality to the discloser; or (e) that is independently developed by the recipient, provided that such independent development can be supported by documentary evidence prior to the disclosure by the discloser.

9. Account Identifiers

9.1. When setting up the Publisher’s online account, the Publisher shall choose unique and personal account identifiers, including user name and password. The login (i) identifies the account and (ii) allows you to connect to the Publisher’s login area. The login data cannot be changed, and it uniquely and permanently identifies the Publisher’s account. The password is specific to the account and the Publisher is not authorized to sell, transmit, sublicense or disclose it to any third party. The Publisher is responsible for the password and agrees to keep it confidential. The Publisher is fully responsible for their activity on the platform. Wortise may change passwords if they are lost or stolen, or if the Publisher suspects that a third party might use them. The Publisher is responsible for the accuracy of the information associated with the account (especially contact details and bank details). Wortise cannot be held responsible for any unauthorized access to the Publisher’s account, or for any modification, deletion or deterioration affecting all or part of the information that the Publisher provides to Wortise in the context of the use of the Publisher’s access account. Failure by the Publisher to comply with this clause shall be deemed a material breach of this Agreement.

10. Disclaimer

10.1 Wortise, its suppliers, licensor and partners do not warrant that the functions contained in the SDK, the Service or the Wortise Platform will be correct, uninterrupted or error-free, that defects will be corrected, or that the Service, the Wortise Platform or the servers that are offered to you will be free of viruses or other malware. Except as expressly set forth herein, Wortise makes no warranty with respect to the number, quality or content resulting from the Service or the Wortise Platform or the timing of delivery. Wortise reserves at all times the right to remove or refuse to distribute any item related to the SDK, the Service or the Wortise Platform, at its sole discretion and without notice. Wortise does not guarantee the results of the use of the SDK, the Service or the Wortise Platform. The Publisher acknowledges that Wortise may modify or discontinue the SDK, the Service or the Wortise Platform at any time, at its sole discretion and without notice.

10.2. Wortise assumes no responsibility or liability for the content of advertisements and the Publisher understands that Wortise does not produce advertising content, but rather facilitates interactions between publishers and advertisers by providing targeted advertisements on behalf of advertisers to end users of the Publisher Application.

11. Limitation of Liability

11.1. Wortise shall not be liable for any indirect, punitive, special, exemplary, incidental or consequential damages or losses.

11.2. To the maximum extent permitted by law, Wortise’s total aggregate liability hereunder shall be limited to general monetary damages and shall not exceed an amount equal to the invoices actually paid during the immediately preceding 12 months.

11.3. Sole and exclusive remedy. If the Publisher is dissatisfied with the Services, or any of the terms of the Services, the Publisher’s sole and exclusive remedy is to cease using the Services. This remedy is intended to be the Publisher’s sole and exclusive remedy hereunder.

11.4. The exclusions and limitations apply to all causes of action (in each case, whether direct or indirect and however arising), whether for breach of contract, tort (including negligence) or any other legal theory, even if such loss was reasonably foreseeable or if one party had informed the other of the possibility of such loss, except that nothing in this agreement shall be construed to limit or exclude either party’s liability arising from (i) death or personal injury caused by negligence; or (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be excluded or limited by law.

11.5. The parties acknowledge and agree that risk allocation in this Agreement is reflected in the level of fees payable hereunder.

12. Indemnification

12.1. To the fullest extent permitted by law, you agree to defend, indemnify and hold harmless Wortise, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, lawsuits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of (a) your use of the Wortise Service, the Wortise SDK and the Platform (b) any Application that you develop while participating in the Wortise Service and that contains the Wortise SDK that infringes any copyright, trademark, trade secret, patent or other intellectual property rights of any person or defames any person or violates any person’s rights of publicity or privacy, and (c) any breach or default by you of this Agreement; or (d) any allegation that the Publisher Application or privacy policy violates applicable law.

13. Privacy

13.1. Wortise is committed to protecting a User’s personal information. Wortise uses the Google Advertising ID for Android Devices (AAID), which is a unique, ad-specific, resettable advertising ID provided by Google Play services. It is an identifier for advertising purposes which allows users to reset their identifier or opt-out of receiving interest-based ads within Google Play apps.

13.2. The Publisher shall, in connection with its Applications, publish, maintain and publicly comply with an accurate privacy policy consistent with data privacy laws and industry practices, including a clear link to Wortise’s privacy policy.

13.3. The Publisher shall not remove, hide, interfere with or obstruct the Wortise consent notice in any way. Wortise provides its own consent notice for end users integrated into the SDK. The text, icon or other information about Wortise’s collection, use or disclosure of data may not be modified.

14. General

14.1. Amendment. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereunder. Wortise reserves the right to change or modify any of the terms and conditions contained in these T&Cs at any time in its sole discretion. When such changes be made, Wortise shall create a new version of the terms and conditions available on the Wortise site. Your continued use of the Wortise Service after such changes will constitute your consent to the updated agreement.

14.2. Notices. All notices, consents and approvals under the Agreement must be sent in writing by email, courier, postal service or certified mail (with paid Apostilles and return receipt requested) to the other party.

14.3. Force Majeure. We shall not be liable for any failure or delay in performing any of our obligations hereunder that is due to events beyond our reasonable control (Force Majeure). A Force Majeure Event includes any act, event, non-event, omission or accident beyond our reasonable control and includes in particular (without limitation) the following: acts of God, unpredictable weather, flood, lightning, fire, any act or omission of the government or any other competent authority, war, military operations, riot or act or omission for which Wortise is not responsible. That is to say, events which cannot be avoided and cannot be foreseen.

14.4. Waiver. The waiver of any provision of these T&Cs shall be valid only if provided in writing and shall apply only to the specific incident. The insistence by either party upon strict performance of this Agreement, or the exercise of any of its terms, shall not act as a waiver of any right, promise or term, which shall continue in full force and effect.

14.5. Severability. If any provision, or portion of a provision, of these T&Cs is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, such determination shall not affect the validity, legality or enforceability of the remaining provisions hereof, and each provision, or portion of a provision, is hereby declared to be separate, severable and distinct. This agreement may be executed in counterparts. Each of them is original, and all of them constitute one agreement.

14.6. Advertising and Marketing. Publishers grant Wortise a non-exclusive, non-transferable, royalty-free, worldwide license to use the Publisher’s company name, service and/or logos («Trademarks») for use by Wortise on the Wortise website, promotional materials and marketing materials in conjunction with the Wortise service. This license is granted for the duration of the terms and conditions. Wortise shall make no other use of the Trademarks. Wortise acknowledges and agrees that the rights granted to Wortise by this license do not constitute and shall not be construed as an assignment of any or all of the Publisher’s rights with respect to the Trademarks.

14.7. COPPA Compliance. Wortise is committed to compliance with COPPA. For applications requiring COPPA compliance, End Users are required to subscribe to the Wortise Service if they are over the age of 13. If an End User is under the age of 13, they will not be targeted and their data will not be knowingly collected for use by the Wortise Service.

14.8. Law and Jurisdiction. 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 Uruguay. Each party irrevocably agrees that the courts of Montevideo, Uruguay shall have exclusive jurisdiction to resolve any such dispute or claim.

14.9. Assignment. This Agreement may not be assigned by either party without the prior written approval of the other party, but may be assigned by either party without the consent of the other party to (i) a parent or subsidiary, (ii) an acquirer of assets.

14.10. Rights of Third Parties. This Agreement does not confer any rights to third parties, whether pursuant to the Civil and Commercial Code of the the Oriental Republic of Uruguay or otherwise.

14.11. Relationship of the Parties. No joint venture, partnership, employment or agency relationship exists between the Publisher and Wortise as a result of this Agreement or use of the Service.

15. Copyright Policy

Wortise may terminate the account and access rights of any infringer. If a User is a copyright owner or the legal representative of an intellectual property, and the User believes that any material used by the Site or the Publisher infringes the User’s copyright, the User may submit a notice pursuant to our DMCA (www.wortise.com/dmca).

Definitions

«Active Information Service» means the intelligence and data activation services provided by Wortise through its Platform;

«Application» means the Publisher application(s) selected by the Publisher in connection with the Wortise Service, including titles, updates and successor title changes;

«Impression» means a single instance of displaying a Wortise advertisement to a bona fide End User on such End User’s wireless device. «Impression» excludes any display of advertisements obtained by fraud or other illegal content where an advertisement was viewed in exchange for consideration or monetary inducement and/or by mechanical or other means where there is no genuine, bona fide end user actually viewing the display on their wireless device;

«Monetization Service» has the meaning given in clause 1.1;

«Wortise Platform» or «Platform» means the Wortise Services, together with the tools and interface intended for the Publisher on the Wortise Websites, which together enable the Publisher to use and configure the Wortise Service;

«SDK» means the documentation, software (object or source code), applications, sample code, tools, libraries, APIs, data, files, plug-ins and other materials, including updates or upgrades, that Wortise makes available to the Publisher;

«Wortise Service” or “Service» means the Monetization Service and/or the Wortise Reporting Service (as the context may require) and any other services provided by Wortise from time to time.

«Site» means the Wortise Site available at https://dashboard.wortise.com, https://publisher.wortise.com, https://wortise.com.

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