Predicio (collectively, “us”, “we,” or “ Predicio ”) provides a data licensing marketplace (partners.predic.io) that enables you or the entity you represent as an owner, controller, or developer of mobile applications (“you“, “your” or “Publisher”) to utilize Predicio Technology to collect Data and access payment information via the website (the “Service”). The Predicio Technology enables Predicio to collect, use, and share Data from user devices that have installed Publisher’s Applications for the purposes specified in the Technology Privacy Policy.

PLEASE READ THIS AGREEMENT CAREFULLY. BY CHECKING THE BOX INDICATING “I AGREE TO THE TERMS OF THE PUBLISHER AGREEMENT” OR BY DOWNLOADING, ACCESSING OR USING THE PREDICIO TECHNOLOGY OR SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, ACCESS OR USE THE PREDICIO TECHNOLOGY OR SERVICE.

You and Predicio agree to binding arbitration to resolve any dispute arising from this Agreement or relating to the Predicio Technology and the Service, except that you and Predicio are NOT required to arbitrate any dispute in which either party seeks equitable or other relief for the alleged unlawful use of any Intellectual Property Rights. ARBITRATION PREVENTS A PARTY FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. (See section 12 (Arbitration) below for further details)

Definitions:

1. “ Predicio Technology” - any technology provided by Predicio related to the provision of the service, such as a software development kit (SDK), JavaScript tags, virtual beacons, including source code, software, documentation, and any Updates or new or alternative versions thereof. Predicio Technology may also integrate third party technology into its own, including, but not limited to JavaScript tags and Bluetooth-based beacons.
2. “Application” - mobile application(s).
3. “Confidential Information” means any information disclosed in any form by Predicio, its affiliates, business partners, or each of the foregoing’s employees, agents, contractors that is nonpublic in nature, whether or not marked as confidential, that a reasonable person would understand to be confidential. Predicio Confidential Information, includes, but is not limited to: (i) nonpublic information relating to Predicio Technology, customers, marketing, Data Licensor buyer names and lists; (ii) existence of any terms of any agreement, discussions or negotiations between you and Predicio and its affiliates.
4. “Content Policy” - the Predicio Acceptable Use Policy, as amended from time-to-time available at http://www.predic.io/acceptable-use-policy
5. “Data” – information collected from end-user’s mobile devices through the Application and Predicio Technology. http://www.predic.io/privacy.
6. “Data Licensor” – a third party that licenses end user Data collected through Predicio Technology for the purposes permitted in the Technology Privacy Policy. http://www.predic.io/privacy.
7. “Intellectual Property Rights” - any and all copyrights, patents, trademarks, trade secrets and/or any other intellectual property rights.
8. “Site Terms” - the Predicio Site Terms, as amended from time-to-time, available at http://www.predic.io/privacy. and Privacy Policy, as amended from time-to-time, available at http://www.predic.io/privacy.
9. “Technology Privacy Policy” - the Predicio Technology Privacy Policy, as amended from time-to-time, available at http://www.predic.io/privacy.
10. “Update” means any new Technology provided by Predicio that revises a previous version, including new SDK versions or patches of existing Predicio Technology.
11. "Applicable Data Protection Laws" means (i) prior to 25 May 2018, Directive 95/46/EC and Directive 2000/31/EC (as amended) as well as any national legislation implementing these Directives, (ii) on or after 25 May 2018, Regulation 2016/679/EC, (iii) any EU legislation replacing Directive 2000/31/EC and any national legislation implementing this Directive as of the date of such legislation becoming effective, and (iv) any regulatory guidance or industry self-regulatory standards applicable to Company Data.

12. "Controller", "Processor", "Data Subject", "Personal Data", "Processing" (and "Process") and "Special Categories of Personal Data" shall have the meanings given in Applicable Data Protection Laws;

13. “Publisher Data” means any of the following data parameters: Advertising ID, Location Context Data, referred URL, AppID, Publisher ID, IP-Address, Intent Data, Socio-Demographic Data, Purchase Data, End-User Location or Application Data and all other data collected or received by Predicio from the Publisher.

a. For the purposes of this Agreement both Predicio and the Publisher acknowledge that either Party is a Controller and is obliged to comply with Applicable Data Protection Laws.

b. Publisher represents and warrants that it is the lawful owner of the Publisher Data, or authorized by the lawful owner of the Publisher Data to provide the Publisher Data to Predicio for the permitted use cases of this Agreement.

6. Payments

a. Compensation.
i. Payment. Predicio pays you a percentage of the revenue it receives from Data Licensors based upon the Data collected that is attributable to opted-in devices through your Application. Unless otherwise posted on the Site or otherwise agreed to in writing between Predicio and you, your compensation will only include revenue actually received by Predicio from the Data Licensor less: (i) any returns, credits or other similar allowances made by Predicio to a particular Data Licensor; and (ii) any applicable taxes, commissions, carrier fees and other similar taxes, fees and expenses.
iii. Calculation. Predicio will compile and calculate the data necessary to determine your compensation. Predicio’s figures and calculations regarding your compensation will be final and binding. Predicio will be entitled to withhold, deduct and set off from any payments to be made to you hereunder any sums owed by you to Predicio, whether in connection with this Agreement (including any breach hereof by you) or otherwise. Predicio may deduct from any present or future compensation due the amount of previously paid compensation for any returns, credits or other similar allowances made by Predicio to a particular data licensor. In addition, Predicio may withhold compensation in the event that you are in breach of any term of this Agreement. Predicio will have no liability whatsoever to provide you with compensation unless Predicio receives full payment by the Data Licensor for the Data attributable to Publisher.

b. Uncollectible Accounts. In the event a Data Licensor does not pay Predicio within one hundred twenty (120) days of when the amount is due, then the account will be declared an uncollectible account and no compensation will be due or payable to you in connection therewith.

c. Payment Schedule. Predicio will pay you the amounts properly due and payable within sixty (60) days following the end of the applicable month in which it is earned; provided that, such amounts exceed one hundred dollars (USD) (100). If the amounts properly due and payable are less than one hundred dollars (USD) (100), then Predicio will pay you the following month; provided that, such amounts exceed one hundred dollars (USD) (100).

d. Disputes. Any disputes over amounts due and payable by Predicio to you must be made in writing within thirty (30) days after Predicio makes the applicable payment to you. Predicio will consider such disputes in its discretion, but unless Predicio expressly determines otherwise in writing, the amounts due and payable by Predicio to you will be deemed accurate and accepted as such by you.

e. Invalid or Fraud Traffic. You will not be due any compensation for blank apps or on pages with no content, locations or other properties with non-human users, or interfering with any Predicio provided notice or any opt-out functionality, or Data which is fraudulent, bot, non-human, or otherwise invalid, as determined in Predicio’s sole discretion. In addition to any and all other rights and remedies available to Predicio that may exist at law or in equity, You will not be due any compensation for any Data collected with inadequate end-user notice or consent and transmitted to Predicio.

7. Submissions

Any questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information submitted about Predicio, its Predicio Technology, Site or Service (collectively, “Submissions“), whether provided to Predicio by email or otherwise, are non-confidential and will become the sole and exclusive property of Predicio, including all related intellectual property rights without acknowledgment or compensation to you.

8. Confidential Information
a. Exclusions. Confidential Information does not include any information that: (i) is or was in your rightful possession, free of any confidentiality obligation prior to receipt; (b) is or becomes public knowledge through no fault by you; (c) was rightfully disclosed to you by a third party with no restriction on disclosure; (d) can be shown by documentation to be developed by you, your employees, or agents independently of and without reference to any of Predicio’s Confidential Information; or (e) was disclosed with the prior approval in writing by Predicio.

b. Obligations. You may only use the Confidential Information in connection with your use of the Predicio Technology and Service as explicitly permitted under this Agreement. You will not disclose any Confidential Information during the term of this Agreement or any time during the five (5) year period following the end of the Term. You will (a) hold the Confidential Information in strict confidence, no less than the same degree of care as you accord to your own Confidential Information, but not less than reasonable care and take precautions to protect such Confidential Information; (b) not divulge Confidential Information to any third party except for your consultants, employees, and contractors that are bound to substantially similar terms on a need-to-know basis as permitted under this Agreement; and (c) not copy, reverse engineer, or otherwise alter any materials or Confidential Information received under this Agreement. This section 7 (Confidential Information) supplements and does not supersede any existing non-disclosure or confidentiality agreements between the parties.

9. Indemnification

a. Indemnity. You will defend, indemnify and hold harmless Predicio, its affiliates, independent contractors, service providers and consultants, its and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to: (a) your Applications, including violations of any third party terms or violations of any laws, regulations or industry best practices in the relevant jurisdictions; (b) your use of the Predicio Technology, the Site or the Service; (c) your violation of any representations and warranties or any other term of this Agreement; or (d) your violation of any rights of a Consumer, including inadequate notice and consent of data collection, use, and disclosure.

b. Process. Predicio will have the right to approve the counsel selected by you for defense of any such claim, which approval will not be unreasonably withheld. You will provide Predicio prompt written notice of any such claim and such information and assistance as you may reasonably request to help you defend such claims; provided that you pay or reimburse all of the costs and expenses reasonably incurred by Predicio in connection with any assistance requested by you under this Section. You will not have any right to settle any such claim without Predicio’s written consent, if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of Predicio or otherwise requires Predicio to take or refrain from taking any material action (such as the payment of fees). Predicio may, at its option and expense, participate in, or take control over, the defense of any such claim and, in such event, you will provide such authority, information and assistance related to such proceeding as Predicio may reasonably request to protect Predicio’s interests.

c. Insurance. You will maintain such insurance policies (including, without limitation, commercial liability insurance and cyber liability insurance) as may be sufficient to protect you against all applicable risks arising out of your use of the Predicio Technology or Service. You will provide Predicio with certificates of insurance and other supporting materials as Predicio may reasonably request to verify your continuing compliance with the preceding sentence.

10. Disclaimer

THE PREDICIO TECHNOLOGY, THE SITE, AND THE SERVICE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. PREDICIO DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES AND ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, RELIABILITY, ACCURACY, TITLE AND NON-INFRINGEMENT AS TO THE PREDICIO TECHNOLOGY, THE SERVICE AND THE SITE, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN. PREDICIO DOES NOT REPRESENT OR WARRANT THAT THE PREDICIO TECHNOLOGY, THE SERVICE OR THE SITE ARE ACCURATE, COMPLETE, RELIABLE, FREE OF VIRUSES OR HARMFUL COMPONENTS, CURRENT OR ERROR-FREE. YOUR USE OF THE PREDICIO TECHNOLOGY, SERVICE OR THE SITE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR OR YOUR END-USERS’ COMPUTER, PHONE, OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.

11. Limitation of Liability

IN NO EVENT SHALL PREDICIO, ITS AFFILIATES, INDEPENDENT CONTRACTORS, DATA LICENSORS, SERVICE PROVIDERS, AND CONSULTANTS, AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE PREDICIO TECHNOLOGY, THE SERVICE, THE SITE, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM PREDICIO, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO PREDICIO’S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PREDICIO, ITS AFFILIATES, ITS DATA LICENSORS, INDEPENDENT CONTRACTORS, SERVICE PROVIDERS, AND CONSULTANTS, AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE PREDICIO TECHNOLOGY OR TO THIS AGREEMENT EXCEED FIVE HUNDRED EUROS (500 EUR).

12. Arbitration

a. Process.
i. You and Predicio agree: (a) to notify each other of any dispute within thirty (30) days of when it arises; (b) to attempt informal resolution prior to any demand for binding arbitration for at least sixty (60) days; (c) that any arbitration will occur in Paris, France; and (d) that arbitration will be conducted confidentially by a single arbitrator. The parties will select an arbitrator within seven (7) days of delivery of the Demand for Arbitration; if the parties cannot agree upon an arbitrator, then FastArbitre (Institut Digital d’Arbitrage et de Médiation (IDAM) SAS) will be the arbitrator.
i. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable.
ii. The Tribunal de Commerce de Paris have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration.
iii. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court.
iv. Any dispute between the parties will be governed by this Agreement and the French law, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.
v. In the event that Predicio changes this section (Arbitration) after the date you first accepted this Agreement (or any subsequent changes to this Agreement), you may reject such change by sending us written notice (including via email to support@Predic.io) within thirty (30) days of the changes became effective, as stated in the “Last Updated Date” above or any other notification to you by Predicio of such changes. By rejecting any change, you agree to arbitrate any dispute between you and Predicio in accordance with the provisions of this section (Arbitration) section as of the date you first accepted this Agreement (or any subsequent changes to this Agreement).

b. Waiver of Class Action. WHETHER THE DISPUTE IS HEARD IN ARTBITRATION OR COURT, YOU AND PREDICIO WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE ACTION OR PROCEEDING.

13. Termination

a. Termination by Predicio. Notwithstanding any of the terms of this Agreement, Predicio reserves the right, without notice and in its sole discretion, to (a) terminate your license to use all or part of the Predicio Technology (b) block or prevent your future access to, and use of all or part of the Predicio Technology. Your license to use the Predicio Technology may also be terminated without notice and in Predicio’s sole discretion if your right to use the Service or Site is cancelled or terminated or you are otherwise no longer registered to use the Service or Site. Predicio may discontinue the Predicio Technology at any time, in which case this Agreement shall terminate automatically without notice.

b. Termination by Publisher. You may terminate this Agreement by ceasing use of the Predicio Technology and deleting all copies of the Predicio Technology, including any part of a SDK, in your possession or control and requesting the deletion of your online account. In the event of the termination of this Agreement for any reason: (i) the license granted to you in this Agreement will terminate; and (ii) you must immediately cease all use of the Predicio Technology and destroy or erase all copies, full or partial, of the Predicio Technology in your possession or control.

c. Modification or Discontinuance by Predicio. Predicio reserves the right to modify or discontinue, temporarily or permanently, the Predicio Technology or Service, or any features or portions thereof, without prior notice. You agree that Predicio will not be liable for any modification, suspension or discontinuance of the Predicio Technology or Service, or any part thereof.

d. Enforcement. In addition to all of Predicio’s rights and remedies available under Predicio terms, at law or equity, if Predicio suspects that your Application violates its Acceptable Use Policy, any other policies by Predicio, or these terms, your Application may be suspended from the Predicio data marketplace, may be terminated, or may no longer be accepted in the Predicio network. Predicio may also suspend other Applications by you for further investigation, terminate your account, and decline to accept future Applications from you to participate in the Predicio network.

14. Miscellaneous

a. Amendment. Predicio reserves the right to change or modify any of the terms and conditions contained in this Agreement or applicable policies at any time and in its sole discretion. Any changes or modification will be effective immediately upon posting of the revisions on the Site, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of the Predicio Technology following the posting of changes or modifications will confirm your acceptance of such changes or modifications. Therefore, you should frequently review this Agreement, the Acceptable Use Policy and any other applicable terms or policies from time to time to understand the terms and conditions that apply to your use of the Predicio Technology. If you do not agree to the amended terms, you must stop using the Predicio Technology.

b. Nonwaiver. Any failure by Predicio to insist upon or enforce performance by you of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance; rather, the provision, right or remedy will be and shall remain in full force and effect.

c. Survival. The respective rights and obligations of the parties under Sections 1, 2, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14 and any other section reasonably meant to survive, shall survive any termination or expiration of this Agreement.

d. General.

i. Independent Contractors. The parties and their respective personnel are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.

ii. Assignment. You may not assign this Agreement or any right, interest or benefit under this Agreement without prior written consent of Predicio. Any attempted assignment in violation of the foregoing will be void. Without notice to you, Predicio may assign or transfer this Agreement, to an affiliate or in connection with a merger, acquisition, divestiture, spin off, change of control, corporate reorganization or similar such transaction or sale of all or substantially all of its assets related to this Agreement. Subject to the foregoing, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by
any permitted assignee.

iii. Severability. If any provision of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

iv. Entire Agreement. This Agreement constitutes the complete and exclusive statement of all mutual understandings between the parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written.

v. Conflicting Terms. In case of any discrepancy between this Agreement and any other terms and conditions, this Agreement shall prevail.

vi. Notice. Any notice required to be delivered hereunder will be deemed delivered (a) three (3) days after deposit, postage paid, in French mail, return receipt requested, (b) one (1) business day if sent by overnight courier service, and (c) upon confirmation of receipt if sent electronically. Any notice to Predicio must be delivered to Predicio, 99 rue de Sèvres, 75006 Paris, France, with a copy to support@Predic.io, subject “LEGAL NOTICE”. The address and email address you provide to Predicio when you sign up via the website serves as your address and email address for legal notices.

vii. Other Agreements. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with Predicio for products, services or otherwise.

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