Monetisation Terms And Conditions

Following Terms & Conditions are applicable to all app developers using Jambox Monetization SDK and Platform

These Terms of Use (the “Agreement”) govern the relationship between you (“User,” “you” or “your”) and Jambox Games Pte. Ltd, a Singapore company, if applicable (collectively, “Jambox,” “we” or “our,” and together with “User,” the “Parties,” and each a “Party”) and apply to your use of the Services (as defined below). 

The Services

• Jambox is a software platform that publishes and monetizes Mobile apps, games and software, either on its own or through a third party;
• Developer has the necessary skill, expertise and ability to produce application software, game, etc. on mobile phones or is a developer of mobile games;
• The Developer Platform seeks to appoint Jambox as service provider for Advertising and monetization services for its Developer partners, customer and their apps and games;
• This Agreement records the terms and conditions of the arrangement between the Parties in this respect.

AGREED: 

DEFINITIONS AND INTERPRETATION

• Definitions

• “Affiliates” means with respect to any person, any other person that, directly or indirectly, through one or more entities, controls, or is controlled by, or is under common control with, such person. For the purpose of this definition, ‘control’, and ‘controlled by’ means the possession, direct or indirect, of the power to direct the management and policies of a person, whether through the ownership of 50% (Fifty percent) or more of the voting interests of a person, or through majority representation at the board, or through contract, or otherwise;

• “Applicable Law” means all applicable laws, by-laws, statutes, rules, regulations, codes, permits, licenses, approvals, consents, authorizations, government approvals, judgment, order or notification, in effect as on the Effective Date and thereafter, governing the subject matter of this Agreement;

•  “Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in Singapore are open for business;

• “Competitor” means any entity or a person (and any Affiliate of such entity or person) who is, directly or indirectly, engaged in any activity which is same or similar to the business of or which competes with the business of a Party;

• “Confidential Information” means any information that is treated as confidential by a Party, whether in oral, written, electronic, or other form or media, whether or not such information is marked, designated, or otherwise identified as ‘confidential’, including, without limitation: (a) the existence, terms and conditions of this Agreement; (b) all information concerning the Project, and developed Intellectual Property; (c) all information concerning past, present, and future business affairs, including finances, customer information, supplier information, products, services, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, research, development, sales and other commercial strategies; (d) all information concerning unpatented inventions, ideas, methods, discoveries, know-how, trade secrets, unpublished patent applications, invention disclosures, invention summaries, and other confidential intellectual property; (e) all designs, specifications, documentation, components, source code, object code, images, icons, audio-visual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing; and (f) all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations, and other materials that contain, are based on, or otherwise reflect or are derived from, any of the foregoing in whole or in part; and shall not include any Non-Proprietary Information;
  

• Net Revenue” means the gross revenue actually received by Jambox or its Affiliates generated from performing the Services, less (i) any service fees and operation costs to advertising networks, advertisers and Jambox, (ii) any refunds or bad debts to advertising networks and advertisers, and (iii) adjustments made in good faith in the calculation of, or numbers used in the calculation of, a revenue share made during a prior Payment Period, the amount of which equals to the amount of “Finalized Earnings” shared on Jambox dashboard with the developer partners;

• “Effective Date” means April 1^st, 2024;

• “Game” or “App” means the mobile app game or games which are developed by the Developer partners and for which Jambox is providing monetization and advertising services

• “Intellectual Property” means all ideas, discoveries, inventions, know-how, developments, methods, techniques, trade secrets, innovations, updates, modifications, enhancements, improvements, copyrights, data, documentation, processes, procedures, specifications and other intellectual property of any kind, whether or not protectable under patent, trademark, copyright or similar laws by a Party and in any form or medium (tangible, intangible, oral, written, electronic, observational, or other) in which such Information may be communicated;

• “Non-Proprietary Information” means information that: (a) is within the public domain at the date of disclosure or which thereafter enters the public domain through no fault of the Receiving Party or its respective officers, agents, servants or employees; or (b) is already known to Receiving Party at the time of its disclosure by the Disclosing Party, and is not subject to confidentiality restrictions; or (c) the Disclosing Party has given its prior written approval to disclose; provided, however, that any information consisting of a combination of Non- Proprietary Information and Confidential Information will be considered as Confidential Information;
  

SCOPE OF THE ARRANGEMENT:

• KEY TERMS
• Services
  During the Term, Jambox will provide Developer platform and its Developer partners with managed advertisement services that facilitate the display of advertisements on the Applications from advertising networks, direct advertisers, and other resources (the “Service”). The Parties acknowledge and agree that Jambox will have exclusive control and manage rights with respect to all Applications’ advertising inventories through Jambox SDK and services (as defined below).
• Advertisement
  Jambox shall be solely responsible for, and has final authority on, decisions related on how to sell Developer’s advertising inventory, including packaging, pricing, promotional offers, and all other related deal terms and conditions. Jambox intends that all advertisement delivered to the Applications comply with any and all applicable laws managed by advertising networks. Notwithstanding the foregoing, Developer agrees that (i) Jambox has no responsibility for any advertisements, including any content therein, (ii) Jambox has no obligation or ability to monitor or edit the advertisements, and (iii) Developer will not have the opportunity to review any advertisements prior to display on the Applications. If an advertisement on the Applications doesn’t comply with any applicable laws, then Developer may request that such advertisement be taken down from the Applications.
• Jambox Publishing and monetization SDK
  The Parties acknowledge and confirm that in order to provide the Service, one or more Jambox’s codes, software, and/or software development kit (the “Jambox Publishing SDK”) must be incorporated into the Applications. Jambox shall provide the Developer such Jambox Publishing SDK, and Developer shall, at its sole expense, incorporate this SDK into the Applications. Developer shall not use or host on any of the Applications any other codes, software, software development kit or otherwise enter into any similar arrangement with any third parties.
• Mobile Games /Applications
  Developer shall be solely responsible for the operation of and the content and materials on (except for the content of the advertisements submitted to the Applications by Jambox) the Applications, including the development, operation, or maintenance thereof.
• Privacy Policy
  Developer shall post, maintain, and comply with a privacy policy of each of the Applications that adequately and accurately discloses and is consistent with its practices in connection with its use of data provided by or otherwise collected from end users, and discloses the information that it may collect and how it may be used and disclosed by Developer, its affiliates, contractors, representatives, and agents. Developer shall read, understood and accept our Privacy Policy which is available at https://jambox.games/privacy-policy
• Restrictions

Developer Platform and Developer partners may not, and may not authorize or encourage any third party to:

• generate fraudulent impressions of or fraudulent clicks on any advertisements, including through repeated manual clicks, the use of robots or other automated tools, or any other method that may lead to artificially high numbers of impressions, downloads, or clicks;
• edit, modify, filter, or change the order of any advertisement or the information contained in any advertisement, or remove, obscure or minimize any advertisement in any way;
• distribute, sell, sublicense, rent, loan, lease, or transfer Jambox Publishing SDK to any third party;
• use Jambox Publishing SDK to create or facilitate the creation of any product or service that is competitive with the Service or Jambox;
• combine Jambox Publishing SDK with other software such that Developer restrict, impede, circumvent, compromise, impact the functionality of or charge for access to Jambox Publishing SDK; or
• copy (except for backup purposes), decompile, disassemble, translate, reverse engineer, modify, adapt, or create derivative works of Jambox (including the runtime components and any other portions thereof).
• Updates
  Upon Developer’s request, Jambox will provide Developer with any upgrades, patches, enhancements, or fixes that Jambox makes available for Jambox Publishing SDK.
  
• INTELLECTUAL PROPERTY
  
• SDK License
  During the Term, Jambox hereby grants Developer a worldwide, non-transferable, non-assignable, non-sublicensable, non-exclusive license to use Jambox Games SDK for the sole purpose of allowing Jambox to perform the Services under this Agreement.
• Ownership
  As between Developer and Jambox, Developer (and/or its Affiliates and licensors) shall own all right, title and interest in and to the Applications, other than Jambox Publishing SDK. As between Developer and Jambox, Jambox (and/or its Affiliates and licensors) owns all right, title and interest in and to its Jambox Publishing SDK.

• PAYMENTS

• Net Revenue
  In connection with Developer’s use of the Service, Jambox will pay Developers share of Net Revenue each calendar month (each such payment period, “Payment Period”).
• Jambox is a platform that publishes and monetizes Mobile games and software, either on its own or through a third party;
• Reports and dashboard
  Jambox will prepare and share a reporting dashboard with respect to the Net Revenue for each Payment Period (the “Revenue Statement”) and may provide such Revenue report to Developer at the end of each applicable Payment Period during the Term of this Agreement.
• Threshold Payments
  Subject to the minimum applicable threshold for payment determined by the Developer, provided that, such threshold shall be no less than US$150 (the “Threshold”), Jambox shall pay or cause the Payment Service Provider to pay Developer the Net Revenue for a given Payment Period within Thirty (30) days after the end of such Payment Period. To the extent that the Net Revenue for any given Payment Period is less than the applicable Threshold, such Net Revenue shall be paid together with the payment for the next period in which cumulative accrued but unpaid the Net Revenue exceeds the Threshold.
• Taxes
  Except as otherwise expressly set forth herein, each Party shall be solely responsible for all taxes, including but not limited to value added taxes and withholding tax, payable with respect to such Party’s own income under this Agreement.
• Overpayment and Handling Errors. In the event of any overpayment or other payment error (as determined by Jambox), whether as a result of inaccurate information from a third party or otherwise, Jambox may in its sole discretion: (i) deduct any overpayments or amounts associated with other payment errors from future payments due; and/or (ii) require reimbursement in full of any such amounts, which Developer agrees to remit to Jambox in full within seven (7) business days of request. Jambox reserves the right to deduct from any payments due or payable to you any amounts that Developer may owe Jambox or any of its Affiliates in connection with any product or service.
• Any and all payments to the Developer Platform under this Agreement shall be made to the respective bank account of the Developer Platform. Developer must share their bank details with Jambox atleast 30 days in advance for payouts to be made in time.

• CONFIDENTIALITY

• Either Party ("Receiving Party") acknowledges that in connection with this Agreement it will gain access to Confidential Information of the other Party ("Disclosing Party"). As a condition to being provided with Confidential Information, the Receiving Party shall, during the Term and for ten (10) years thereafter, not use the Confidential Information of the Disclosing Party other than as strictly necessary to perform its obligations under this Agreement and without limiting the generality of the foregoing, shall not, directly or indirectly, deal with, use, copy, exploit or disclose such Confidential Information or any part thereof to any person or entity or for any purpose whatsoever (or in any manner which would benefit any Competitor) except as expressly permitted in this Agreement or unless and until expressly authorized in writing to do so by the Disclosing Party.
• The Receiving Party may disclose the Confidential Information to its representatives who are themselves bound by written nondisclosure agreements at least as restrictive as those set forth in this Clause 6, for performing any obligations under this Agreement provided that the Receiving Party shall be responsible for ensuring its representatives' compliance with, and shall be liable for any breach by its representatives of, Clause 6.
• The Receiving Party shall, promptly upon the request of the Disclosing Party, return and confirm in writing the return of all originals, copies, reproductions and summaries of Confidential Information of the Disclosing Party or, at the option of the Disclosing Party, destroy and confirm in writing the destruction of the Confidential Information.
• The obligation of confidentiality on the Receiving Party, set forth in this Clause 6, shall not apply to any Confidential Information of the Disclosing Party that the Receiving Party is required to disclose under any Applicable Law, by any rule or regulation of any court or government agency of competent jurisdiction, or pursuant to any legal process, provided that, whenever the Receiving Party is required to make any such disclosure as per this Clause 6, it shall: (a) promptly use its reasonable best efforts to limit such disclosure; (b) use its reasonable best efforts to provide the Disclosing Party with advance notice of any such request for disclosure as promptly as feasible in order that the Disclosing Party may seek a protective order or such other appropriate remedy as the Disclosing Party deems necessary; and (c) in any event, make such disclosure only to the extent so required.
• The Parties hereby acknowledge and agree that the terms of this Agreement shall be considered Confidential Information of both Parties provided, however, that the Parties shall have the right to disclose the existence of this Agreement and the terms of this Agreement to its actual or prospective investors, lenders, acquirers, collaborators, licensors, (sub) licensees or strategic partners, and their respective accountants, financial advisors and other professional representatives, in each case, who have a need to know such Confidential Information and are bound by customary obligations of confidentiality.

• REPRESENTATIONS AND WARRANTIES
  Developer Platform hereby represents and warrants to Jambox that:
  
• Developer Platform is duly incorporated and validly existing as a company in good standing under the laws of its jurisdiction of incorporation
• this Agreement has been duly authorized by Developer Platform and when executed and delivered by the Parties, will constitute a valid and legally binding agreement of Developer, enforceable in accordance with its terms, subject as to enforceability to bankruptcy, insolvency, reorganization and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles;
• Developer’s performance of this Agreement does not and will not at any point during the Term conflict with any other agreement by which the Developer is bound;
• Developer owns, possess, licenses or otherwise holds, and has authority to permit Jambox to perform its obligations, and exercise any rights or licenses your grant, under the Terms; and
• the Applications not and will not (a) infringe upon, violate, or misappropriate any intellectual property rights, (b) slander, defame, or libel any person, or (c) contain any offensive, obscene, or otherwise inappropriate content
• INDEMNIFICATION
  
• Developer Platform and its Developer partners shall indemnify and hold Jambox (and Jambox stockholders, officers, directors, employees and agents) harmless from any and all third party claims, demands, reasonably incurred out-of-pocket costs and expenses (including attorneys’ fees and costs), liabilities, losses and damages arising out of or resulting from any claims or suits where the allegations, if true, would violate Contractor’s representations and warranties set forth in Section 6 (Representations and Warranties).

• LIMITATION OF LIABILITY
• Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, JAMBOX PUBLISHING SDK AND ANY OTHER MATERIALS ARE PROVIDED ON AN “AS IS” BASIS. EXCEPT FOR THE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, JAMBOX SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING JAMBOX PUBLISHING SDK AND ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE.
• Limitation on Damages. IN NO EVENT SHALL JAMBOX BE LIABLE TO DEVELOPER FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND AND NATURE WHATSOEVER, RELATING TO JAMBOX PUBLISHING SDK.

• TERM AND TERMINATION
• This Agreement shall come into effect on the Effective Date and unless terminated earlier in accordance with the terms hereunder, remain in effect for the duration of the 3 (Three) years ("Term"). The Parties may renew this Agreement for an additional duration, subject to mutually agreed upon terms and conditions.
• Jambox or Developer Platform may terminate the Agreement by providing 30 (thirty) days written notice following which Jambox will not have any further obligations to the Developer.
• Jambox may terminate this Agreement with immediate effect in the event the Developer commits a breach of any term of this Agreement, including the Developer's representations and warranties. In the event of such termination
• GOVERNING LAW, JURISDICTION, AND DISPUTE RESOLUTION

• This Agreement shall be governed by the laws of Singapore. Subject to Clause 10.2, the courts of Singapore shall have exclusive jurisdiction in connection with any disputes arising under this Agreement.
• Any dispute, controversy, or claim arising under, out of, or in connection with this Agreement, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach, or termination, as well as non contractual claims shall be settled by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The tribunal shall consist of 1 (One) arbitrator, mutually appointed by the Parties. The language to be used in the arbitral proceedings shall be English and the place of arbitration shall be Singapore

• MISCELLANEOUS
• Notices: Any notice or other communication in connection with this Agreement shall be in writing in English language (a “Notice”) and shall be sufficiently given or served to account owner  registered during the sign up process

• Severability: If any term in this Agreement shall be held to be illegal, invalid, or unenforceable, in whole or in part, under any enactment or rule of law, such term or part shall to that extent be deemed not to form part of this Agreement but the legality, validity or enforceability of the remainder of this Agreement shall not be affected.
• Amendment: Each of the Parties agree that this Agreement may only be amended or modified by the written agreement of all the Parties herein. However, any commercial or operational term can be amended through emails, provided such emails shall form an exclusive part of this Agreement. 
• Entire Agreement: This Agreement and any agreement that may be signed between the Parties in connection with this Agreement shall constitute the entire agreement between the Parties relating to this subject matter, and supersede all prior or simultaneous representations, discussions, negotiations and agreements, whether written or oral.
• Waiver: The failure of either Party to enforce at any time or for any period of time the provisions hereof in accordance with its terms shall not be construed to be a waiver of such provisions or of the rights of such Party thereafter to enforce each and such provision. A waiver shall not be valid and effective unless the same is in writing.
• Force Majeure: Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations.
• Costs & Expenses: Each Party shall bear its own legal, professional and other costs and expenses incurred by it in connection with the negotiation, preparation, execution or performance of this Agreement.