These Terms and Conditions govern and are by reference incorporated into, and made a part of, any and all Advertising Orders and/or client approval request of any entity that places advertising or secures other marketing services in the Pregnancy Tracker Mobile Application (“Application”) or on third party advertising platforms using audience segment data collected by virtue of the Application, whether for own use or in favor of the Advertiser (“Client”). This document, when incorporated into an Advertising Order, represents the Parties’ common understanding and constitutes agreement between the Company and the Client. This document may not fully cover other arrangements involving content association or integration, and/or special production, but may be used as the basis for the media components of such contracts.

These Terms and Conditions may be modified from time to time by Company; additional placement of advertising or use of marketing services following such modifications will constitute Client’s agreement to such modifications.

DEFINITIONS

“Ad” or “Advertisement” means any advertisement to be placed in the Application or on third-party media.
“Advertiser” means the manufacturer or seller of goods/services or somebody who determines the object of advertising and (or) the content of advertising. The Client may be an Advertiser or may act on behalf of the Advertiser.
“Advertising Materials” or “Ad Materials” means copy, artwork, photography, video, URLs, and other advertising materials provided by the Client and/or Advertiser for Ads, or created by the Company according to the instructions of the Client.
“AO” or “Advertising Order” means a filled-in and signed Advertising Order form that incorporates these Terms by reference, under which the Company will provide Services.
“Affiliate” means with respect to a specified entity, an entity that directly or indirectly through one or more intermediaries, is controlled by such specified entity or controls the specified entity, or is under common control with the specified entity, in each case where the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract interest or otherwise.
“Agreement” means the Advertising order and the Terms, including any schedules and exhibits thereto.
“Application” or “Pregnancy Tracker Mobile Application” or “App” is the mobile application that is published in online stores:
• iTunes/App Store (https://apps.apple.com/us/app/pregnancy-app-and-baby-tracker/id990178211);
• Google Play (https://play.google.com/store/apps/details?id=ru.mobiledimension.kbr HYPERLINK "https://play.google.com/store/apps/details?id=ru.mobiledimension.kbr&hl=en"& HYPERLINK "https://play.google.com/store/apps/details?id=ru.mobiledimension.kbr&hl=en"hl=en).
The Parties agree via email or other means of communication whether the Services will be provided in all the Apps mentioned above or in some of them.
“Business Day” means an official working day in any of the domicile territories of either of the Parties.
“Campaign” means an advertising campaign the terms and conditions of which (including Campaign Start Date, Campaign End Date, Campaign budget, cost model, etc.) are defined by the Parties in the applicable AO.
“Client” means the advertising entity as defined above and is listed on the applicable AO.
“CPA” or “Cost-per-Action” means a cost model based on a visitor taking some specifically defined action in response to an Ad. Actions are to be specified in the applicable AO.
“CPC” or “Cost-per-Click” means a cost model where the cost of advertising is based on the number of clicks received.
“CPL” or “Cost-per-Lead” means a cost model (a form of CPA cost model), in which a visitor provides certain information at the site determined by the Client.
“CPM” or “Cost-per-Mile” means a cost model where the cost of advertising is based on a thousand Impressions.
“CPS” or “Cost-per-Sale” means a cost model where the cost of advertising is based on the number of generated transactions (sales).
“CPV” or “Cost-per-View”, means a cost model where the cost of advertising is based on the number of Views.
“Deliverable” or “Deliverables” means the inventory delivered by Company (e.g., impressions, clicks, issues of a publication, valid registrations or other desired actions). Requirements for valid registrations shall be provided in the Advertising Order.
“Company” means AMMA FAMILY US INC., a legal entity organized and existing under the laws of the State of Delaware, with a registered address at 16192 Coastal Highway, City of Lewes, County of Sussex, State of Delaware, 19958, USA, EIN 37-2158945.
“Impression” or “View” means a single display of an Ad to a user’s web-enabled device.
“Parties” means the Company and the Client, and “Party” means either of them.
“Registration Field Placement” or “Co-registration” means placing the Advertiser’ssubscription box on the registration screen of the Application where the users of the Application are given an opportunity to sign up for the Advertiser’s promotional program by way of submitting their registration data to the Advertiser according to the Advertiser`s Privacy Policy. In such cases the Data Processing Agreement is applied unless another document governing personal data issues (including any other Data Processing Agreement) is concluded between the Client and the Company in writing, in which case the latter prevails. The Data Processing Agreement is also applicable to other Services where processing, including transfer of personal data takes place between the Parties (e.g., DMP services: sharing audience segments collected in the Application).
“Representative” means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and/or attorney.
“Services” means services provided by the Company to the Client under these Terms, including but not limited to:
•       Placing Advertising Materials in the Application or on third-party media to reach Deliverables, the collection of statistical data, the analysis of collected statistics.
•       Registration Field Placement (Co-registration) to reach Deliverables.
•       DMP: sharing audience segments collected by the Application.
•       Creating Advertising Materials according to the instructions of the Client. Unless otherwise agreed by the Parties in AOs, all Advertising Materials created by the Company while performing the Services upon the request of the Client is the exclusive property of the Client. The compensation for the Services paid to the Company includes the Company's remuneration for alienating the rights to such Advertising Materials to the Client.
•       Organizing and conducting marketing campaigns aimed at promoting the Advertiser’s products, including provision of samples of the Advertiser’s products to potential consumers.
•       Any other services agreed by the Parties.
“Terms” means these TERMS AND CONDITIONS FOR ADVERTISING in Pregnancy Tracker Mobile Application, as may be revised and/or updated from time to time.

1.              Subject Matter of the Agreement. The Client shall order and the Company shall provide Services, and the Client shall undertake to accept and pay for the provided Services within the terms and under the conditions as set forth herein and in the Advertising Orders hereto.
Unless otherwise specifically stated in the applicable AO the Company reserves the right to insert advertising anywhere within the Application at its discretion.
2.              Advertising Orders. The specific conditions of the Advertising Materials placement, period(including Campaign Start Date, Campaign End Date) and cost (including Campaign budget, and cost model) of the Advertising Materials placement, term and order of payment as well as other conditions are contained in Advertising Orders hereto which shall be an integral part hereof.
Unless otherwise agreed in the AO, acceptance of the AO and this Agreement by the Client will be deemed the earlier of (i) signing the AO and this Agreement by the Client`s authorized representative, including by ways specified in clause 22 of this Agreement, or (ii) written or electronic (e.g., via e-mail communication, messaging service, etc.) approval of the terms and conditions of the Campaign by the Client.
3.              Agreement. The applicable Advertising Order and these Terms Agreement, including any schedules and exhibits thereto, constitute the entire agreement between the Parties for the Services listed in the Advertising Order and cannot be modified without the Company’s prior written consent, including any terms in the Advertising Order. Both Parties shall be legally bound by the Agreement. Where these Terms and the Advertising Order contradict, the Advertising Order shall govern.
By executing this Agreement, the Client agrees to be bound by it. As it pertains to the parties' rights and obligations arising from this Agreement, the Client’s standard terms, whether imposed via clickthrough, on purchase orders or as so-called browse wrap terms and conditions, will be deemed for the Client’s internal use only and shall have no force or effect upon the Company.
If the Client requires a purchase order (“PO“) in order to remit fees due hereunder, it shall be the Client’s sole responsibility to provide such PO to the Company in a timely manner. The Company will include the PO number provided by the Client on the applicable invoice to the Client. The Company’s failure to include a PO number on any invoice shall not relieve the Client of its obligation to pay for the Services. If the Client provides no PO number to the Company, the Client warrants and represents that a PO number is not required for the purposes of remitting fees due by the Client hereunder.
4.              Company’s Right to Reject, Cancel, or Terminate Advertising Orders. The Company is entitled, in its sole discretion, to refuse to publish any Advertising Materials submitted to it or defer publication of any Ad at any time if:
•       such Advertising Materials don`t comply with the Company`s technical specifications (clause 7); or
•       such Advertising Materials are not provided by Ad Materials Due Date (clause 9); or
•       in case of breach of any of the Client`s Representations & Warranties given in clause 16.
5.              Delivery of Services. Unless otherwise specified in the Advertising Order to which these Terms apply, the Client’s сampaign budget is for a certain number of Deliverables, not for a fixed period of time. Impression delivery for all campaigns will be measured by the Company’s designated ad serving system.
6.              Under-delivery. Unguaranteed Deliverables. The Parties may agree in the AO on the number of guaranteed Deliverables within the specific period of the campaign. If so and if the Company determines that the number of guaranteed Deliverables likely to be delivered by the end of the campaign is less than 90% of the amount specified in the applicable AO, the Company will use good faith efforts to notify the Client prior to the end date of such campaign. Unless otherwise specifically provided for in the applicable AO in case of under-delivery the term of the campaign shall automatically be prolonged by the time when all the Deliverables are delivered in full. Otherwise, the Client and the Company may by a mutual written consent arrange for a makegood consistent with these Terms.
7.              Technical Specifications. The Company will submit per e-mail or otherwise make electronically accessible to the Client its final technical specifications within five (5) business days of the acceptance of an AO. Changes by the Company to the specifications of already-purchased Ads after that five (5) business day period will allow the Client to suspend delivery of the affected Ad for a reasonable time (without impacting the end date, unless otherwise agreed by the Parties) in order to (i) send revised Advertising Materials; (ii) request that the Company resize the Ad at the Company’s cost, and with final creative approval of the Client, within a reasonable time period to fulfill the guaranteed levels of the AO; (iii) accept a comparable replacement; or (iv) if the Parties are unable to negotiate an alternate or comparable replacement in good faith within five (5) business days, immediately cancel the remainder of the affected placement without penalty.
8.              Term and Termination. This Agreement will commence on the Effective Date and continue until the Services are completed. Each Party is entitled to terminate the Agreement by a written notice sent to the other Party within fifteen (15) days prior to the date of termination of the Agreement unless otherwise provided for in the applicable AO or in the Terms.
9.              Advertising Materials. Cancellation of the AO. No changes to the AO shall be effective unless in writing and signed by both Parties.
The Client is responsible for providing Advertising Materials five (5) working days prior to the Campaign Start Date (“Ad Materials Due Date”). Advertising Materials will not be deemed provided unless in a format specified or otherwise approved by the Company.
In the event that the Client cancels the applicable AO after the Ad Materials Due Date, but prior to the Campaign Start Date, the Client will be responsible for a fee in the amount of 50% of the applicable advertising fee (Campaign budget) provided for in the AO.
In the event that the Client cancels the applicable AO after the Campaign Start Date, the Client will be responsible for a fee in the amount of 100% of the applicable advertising fee (Campaign budget) provided for in the AO.
10.           Payment Terms. Except as otherwise provided for in the AO, (i) all Services are billed in full upon the end of each billing period, (ii) all invoices are due net thirty (30) calendar days after invoicing, and (iii) the billing period is a calendar month.
Should any invoice become past due, the Client agrees to pay the costs of collection, including attorneys’ fees if incurred, together with interest at a monthly rate of the lesser of 1% or the greatest amount permitted by applicable law.
In addition to all other remedies, the Company is entitled to suspend its performance if any payment is past due. Suspension will not relieve the Client of its obligation to pay in full.
All billing is based on actual Deliverables delivered, as determined by the Company. The Company reserves the right to consider campaigns within 10% of the impression goal at the end of the campaign completed unless otherwise agreed in writing. In such event, the Company will have no obligation to deliver a “make good” and the Company will invoice, and the Client will pay, for Deliverables actually delivered based on the contracted rate and without regard to any short rate.
Payment shall be made by transferring funds to the Company's current account without any bank deductions, basing on the issued invoice. Payment obligations are considered fulfilled at the moment of crediting of funds to the Сompany’s current account within the terms and under the conditions as set forth in the Agreement and corresponding AO.
11.           Taxes.
(a) VAT and Sales Tax. The charges do not include, but the Client will pay to the Company, any applicable value-added taxes, sales taxes, duties, and tariffs imposed on the Services to the extent (i) the Client has not provided the Company with the applicable proof of exemption and (ii) such taxes do not constitute withholding taxes (taxes that the Client is required by applicable Law to withhold and pay to a governmental authority on behalf of the Company).
(b) Income and Withholding Taxes. Each Party will be responsible for taxes on its income. If applicable Law imposes a withholding tax on the charges, the Client will deduct the withholding tax from the charges and pay the remainder of the charges to the Company. Each Party will use reasonable efforts to ensure that any withholding tax is minimized to the extent possible under applicable law.
12.           Ad License. Multiple formats. The Client grants to the Company a non-exclusive right and license to display, perform, publish, modify, and transmit the Advertising Materials provided by the Client and/or Advertiser and/or any of their representatives for the purposes contemplated hereby. If the Services in which any Advertising Materials submitted under an Advertising Order are published are converted into and distributed in any other formats or media, the Client hereby grants to the Company all rights necessary to convert, publish and distribute such Advertising Materials in such other formats and media.
13.           Company`s intellectual property rights to the Application. It is understood and agreed that this Agreement does not entitle the Client or any his/her/its affiliate, to any rights over any intellectual property belonging to the Company or any of its affiliates. The Company retains ownership of all intellectual property rights and all other ownership rights, title, and interest in the Application, its content, and materials, excluding Advertising Materials. Enhancements to the Application may occur, potentially leading to temporary service suspension. By accepting this Agreement, the Client agrees to modifications, the introduction of new features, tools, enhancements, or fixes within the Application, all of which will continue to be the exclusive property of the Company.
14.           Data Protection and Privacy. The Parties commit to handling any personal data they may access during the preparation and/or execution of this Agreement or/and an applicable AO exclusively to fulfill their intended purpose, in compliance with all applicable legislation concerning information security, privacy, and data protection, as well as the Data Processing Agreement, when applicable.
15.           Nondisclosure of Confidential Information. Each party shall keep confidential and not disclose to any third party or use (except as contemplated by this Agreement), any non-public information obtained from the other party that is marked or otherwise designated confidential (“Confidential Information”); provided, however, that neither party shall be prohibited from disclosing or using Confidential Information that: (i) is publicly available or becomes publicly available through no act or omission of the receiving party, (ii) is or has been disclosed to such party by a third party who is not under an obligation of confidentiality with respect thereto, (iii) is or has been independently developed by such party, without use or reference to the other party’s Confidential Information, by persons without access to the same, or (iv) must be used or disclosed under a court order or applicable law, provided such use or disclosure is to the minimum extent required by such court order or applicable law. Herewith, the receiving party may disclose Confidential Information to its directors, officers, employees, agents, consultants, contractors, or those of its affiliates who need to know such information in connection with these Terms.
16.           Representations & Warranties; Disclaimers.
a) Mutual Representations & Warranties. Either Party represents, warrants, and covenants throughout the term of the Agreement that:
(i) it has full legal right, power, and authority and has received all necessary permissions, including of its corporate bodies or any other permissions that may be required according to its charter documents and/or applicable laws, to enter into this Agreement and perform its obligation hereunder;
(ii) the execution of this Agreement will not result in a breach of any other agreement or obligation by which it is bound;
(iii) it has all rights necessary to perform its obligations under this Agreement;
(iv) while performing this Agreement, it will comply with all applicable laws, statutes, ordinances, rules, and regulations;
(v) while performing this Agreement, it will not infringe upon any third-party rights, including intellectual property rights.
b) Company’s Representations & Warranties. The Company represents and warrants to the Client throughout the term of the Agreement that the Company shall provide the Services in a professional and workmanlike manner. EXCEPT AS SET FORTH INSECTIONS 16 (A) AND (B), ALL SERVICES ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND, AND THE COMPANY DISCLAIMS ALL WARRANTIES RELATED TO THIS AGREEMENT, IMPLIED OR EXPRESS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
c) Client’s Representations & Warranties. The Client represents and warrants to the Company throughout the term of the Agreement that:
(i) Advertising Materials, and the use thereof as contemplated under this Agreement, does not and will not violate any third party right, including intellectual property right; and:
- If the Client acts on behalf of the Advertiser: the Client warrants and represents that the Client is empowered by the Advertiser to grant the Company for the term of the Agreement the permission to use the Advertiser`s intellectual property contained in the Advertising Materials, including name, brand name, trade name, trademark, logo,symbol in the scope and for the purpose of fulfilling this Agreement.
- If the Client is an Advertiser: the Client hereby grants the Company for the term of the Agreement the permission to use the Client`s intellectual property contained in the Advertising Materials, including name, brand name, trade name, trademark, logo, symbol in the scope and for the purpose of fulfilling this Agreement.
(ii) The Advertising Materials will be truthful, substantiated, and in compliance with all applicable laws (including but not limited to advertising laws and provisions of the Consumer Protection Code applicable to offers), and
(iii) as of the Effective Date, the Client’s, and/or the Advertiser’s, products or services to be included in the Deliverables have not been subject to any product liability issues, allegations, recalls, or claims.
(iv) The Client agrees to indemnify and hold the Company harmless from and against any losses, costs, liabilities, and expenses, including reasonable attorneys' fees, compensation, and fines arising out of any third-party claims resulting from the breach of any term, condition, representation or warranty made by the Client in this Agreement.
d) Company’s Disclaimers. The Company is not responsible for errors or omissions in any Advertising Materials provided by the Client or its Representative or any third party on behalf of the Client (including errors in key numbers) or for changes made after closing dates.
17.           Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. EXCEPT FOR THE INDEMNITY OBLIGATIONS HEREUNDER, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY’S ENTIRE LIABILITY TO THE OTHER SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY CLIENT TO COMPANY UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY.
18.           Application Availability. While Services are provided, they should remain available throughout the campaign’s duration specified in the applicable AO. Herewith, the following events shall not be considered periods of unavailability and/or the Company`s breach of the Agreement: (i) instability and/or unavailability during ordinary or extraordinary maintenance periods; (ii) events that can be demonstrably attributed to no fault of the Services provided by the Company, including fortuitous events or force majeure, as determined in the next clause, or actions carried out by a third party not linked to the Company (e.g. hacker actions); (iii) failure and/or other issues related to the Client’s devices used to access the Application; (iv) the Client`s failure to provide Ad Material and/or any other information necessary for the provision of the Services.
19.           Force majeure. Excluding payment obligations, neither the Client nor the Company will be liable for delay or default in the performance of its respective obligations under the Agreement if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, interruptions or unavailability of third-party media and/or advertising platforms, acts of God, or labor disputes (“Force Majeure event”). If the Company suffers such a delay or default, the Company will make reasonable efforts within five (5) business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or makegood is reasonably acceptable to the Client, the Company will allow the Client a pro rata reduction in the space, time, and/or program charges hereunder in the amount of money assigned to the space, time, and/or program charges at time of purchase. In addition, the Client will have the benefit of the same discounts that would have been earned had there been no default or delay. If the Client’s ability to transfer funds to third parties has been materially negatively impacted by an event beyond the Client’s reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then the Client will make every reasonable effort to make payments on a timely basis to the Company, but any delays caused by such condition will be excused for the duration of such condition. Subject to the foregoing, such excuse for delay will not in any way relieve the Client from any of its obligations as to the amount of money that would have been due and paid without such condition. If a Force Majeure event has continued for five (5) business days, the Company and/or the Client has the right to cancel the remainder of the AO without penalty.
20.           Miscellaneous. Any term of this Agreement may be amended or waived only with the written consent of the Parties. The Client hereby warrants and represents that the Company is entitled to use the Client`s and Advertiser`s name, brand name, trade name, trademark, logo, symbol for the purpose of promoting the Company’s services on the Company`s client materials, on the Company’s website and/or at marketing events.
21.           Applicable Law. Jurisdiction. This Agreement and any relations arising out of it or in connection with it shall be governed and interpreted based on the laws of the State of Delaware without regard to conflict of laws and all disputes arising under or relating to this Agreement shall be brought and resolved solely and exclusively in the State Court located in Delaware.
22.           Assignment of Rights under Agreement. The Client is not entitled to assign or subcontract the benefit or burden of this Agreement without the prior written consent of the other Party.
23.           Entire Agreement. This Agreement constitutes the Parties' entire understanding of their rights and obligations. This Agreement supersedes any other written or verbal communications between the Parties. Any subsequent changes to this Agreement must be made in writing and signed by both Parties.
24.           Survival of the Agreement. If any section of this Agreement is found to be invalid, illegal, or unenforceable, the rest of this Agreement will still be enforceable.
25.           No Waiver. Neither Party can waive any provision of this Agreement, or any rights or obligations under this Agreement unless agreed to in writing. If any provision, right, or obligation is waived, it’s only waived to the extent agreed to in writing.
26.           Notices. All notices under this Agreement must be sent by the Client by certified or registered mail with return receipt requested, or by email to the e-mail address of the Company docs@amma.family, payment@amma.family (the latter on payment related matters only).