1. This Agreement is concluded by and between:
   1. you and the company or undertaking that you represent (“you” or “your”) and
   2. Minimised Media Limited DBA Pubguard, and its affiliates, (together, “Pubguard”) and it governs your access and use, in whole or in part, of the Pubguard software development kit, including the Android, iOS, and Unity versions of the software development kit, and any related documentation, as may be updated by Pubguard from time to time (“Documentation”), code, tools, and API(s), including any upgrades, modified versions, updates, additions, and copies of the foregoing licensed to you by Pubguard (collectively “the SDK”).
2. By downloading, accessing or using the SDK, you hereby agree to the terms of this Agreement.
3. If you are using the SDK on behalf of an entity, you represent and warrant that you have full legal authority to bind that entity to this Agreement, and by accepting the Agreement or downloading, accessing or using the SDK, you are doing so on behalf of that entity, and all references to you or your in the Agreement refer to that entity.
4. If you do not agree to all of the terms of this Agreement, do not download, access, or use the SDK, or access or use any Pubguard Services (as defined below).

1. Subject, in any event, to your compliance with this Agreement, Pubguard hereby grants you a limited, worldwide, personal, non-sublicensable, non-transferable, royalty-free, fully revocable, non-exclusive license to use the SDK solely for the purpose of using the Pubguard ad monitoring program (collectively, “Pubguard Services”) solely in the manner permitted by these terms.

1. Except as expressly permitted by Pubguard, you shall not directly or indirectly (or assist or allow a third party to)
   1. distribute, sell, sublicense, rent, loan, lease, or transfer the SDK to any third party;
   2. use the SDK to create or facilitate the creation of any product or service that is competitive with the Pubguard Service or Pubguard, including connecting to any other supply side platform or to any third party ad server using the SDK; or
   3. combine the SDK with other software such that you restrict, impede, circumvent, compromise, impact the functionality of or charge for access to the SDK.

Further, if Pubguard makes available and you use the SDK in compiled form, you shall not copy (except for backup purposes), decompile, disassemble, translate, reverse engineer, modify, adapt, or create derivative works of the SDK (including the runtime components and any other portions thereof).

1. If you are a publisher, you acknowledge and agree that by accessing or using the SDK and any Pubguard Services:
   1. you agree that the SDK will enable you to exchange information with Pubguard; and
   2. Pubguard may collect and receive information about your use of the Pubguard Services and information about your end users, including end user device information, end user’s browsing behaviour and other information as more fully described in the Pubguard Privacy Policy located at https://pubguard.com/privacy-policy/ (“Relevant Data”).
   3. you further agree that in connection with the Pubguard Services and your use of the SDK, Pubguard may exchange information that is directly or indirectly collected from you, including Relevant Data, with third parties who provide services in order to perform and improve the Pubguard Services.
2. You agree that you have read, and agree to the terms of Pubguard’s Data Processing Agreement found at https://app.hellosign.com/s/EZ0eeAkF (as amended from time to time by Pubguard) as if it were set out here in full, and that you shall, upon request of Pubguard, execute the same by electronic signature.
3. By using and accessing the SDK, you agree to and shall comply with all applicable laws, rules and regulations. you must provide notice to, and where necessary, obtain consent from, your end users regarding the scope of collection and sharing of Relevant Data via the Pubguard Services with Pubguard and third parties, including, for example, device identifiers, IP addresses and location information.

1. As between the parties, title, ownership, and all intellectual property rights in and to the SDK, and any copies or portions thereof, shall remain with Pubguard and its suppliers or licensors.
2. You may not assign or transfer your rights or obligations granted under this Agreement to any third party without the prior written consent of Pubguard.
3. Pubguard may collect and use comments, feedback, suggestions, and other information provided by you, if any, related to the SDK, and Pubguard may use this information to improve, develop, and otherwise provide applications, services and technologies without any obligation to you.
4. Pubguard may modify or discontinue offering the SDK at any time.
5. Nothing in this Agreement gives you a right to use any of Pubguard and its affiliates’ trade names, trade marks, service marks, logos, or other distinctive brand features and other intellectual property.
6. Pubguard reserves all rights in the SDK not expressly licensed herein.

1. If Pubguard elects to make available any upgrades, patches, enhancements, or fixes for the SDK (“Updates”), such Updates will become part of the SDK and subject to this Agreement.
2. Pubguard shall have no obligation to provide any Updates or any other support to you for the SDK. Pubguard may make such support services available to you under a separate agreement on Pubguard’s standard terms (found at: https://pubguard.com/terms-conditions/, as updated by Pubguard from time to time) and/or for a fee.
3. Pubguard may permanently or temporarily stop providing the SDK, features within the SDK, or support for the SDK at Pubguard’s sole discretion, without prior notice.

1. Pubguard provides the SDK “AS IS” and without warranty of any kind and Pubguard hereby disclaims all express and/or implied warranties including warranties of fitness for particular purpose, merchantability, performance, reliability, accuracy, availability, compatibility and non-infringement
2. Your use of the SDK and any data or material downloaded or otherwise obtained through the use of the SDK is at your own risk and discretion and you are solely responsible for any damage to your computer system(s) or other device of loss of data, lost profits or revenue that directly or indirectly results from such use.
3. You agree to indemnify, defend and hold harmless Pubguard, its licensors, independent contractors and suppliers, and its and their agents, directors, officers, and employees from and against any and all third party claims, demands, damages, losses, liabilities, costs, and expenses (including attorney’s fees) arising out of, related to or which may arise from your use of the SDK, your use of the Impression Data, or your breach of this Agreement.

1. Nothing in this Agreement shall purport to exclude or limit the liability of any party in respect of:
   1. Death or personal injury caused by the negligence of that party;
   2. Fraud, including fraudulent misrepresentation; or
   3. Any liability which may not otherwise be lawfully excluded or limited;
2. Pubguard (including its officers, employees, affiliates, licensors, suppliers and/or agents) shall, under no circumstances (and under no legal theory, tort, contract, strict liability or otherwise), be liable to you or any other person for any direct, indirect, special, incidental, or consequential damages or any character, even if foreseeable, including any costs of substitute technology, damages for loss of revenue, loss of profits, loss of goodwill, accuracy of data or results, loss of data, hardware or software failure or malfunction, or work cessation.

1. you may terminate this Agreement and the license granted herein at any time by ceasing your use of the SDK and destroying or removing from all hard drives, networks, and other storage media all copies of the SDK and Impression Data. Pubguard may terminate this Agreement and the license granted herein and immediately disable your use of and access to Pubguard Services if you breach any provision of this Agreement. Sections 2 through 11 shall survive termination of this Agreement.

1. Pubguard may modify the terms of this Agreement or any additional terms that apply to the SDK and the Pubguard Services at any time and it is your responsibility to look at the Agreement regularly for updates.
2. You shall not assign or transfer any part of this Agreement to any third party.
3. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them.
4. If any provision of this Agreement is to be held unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.
5. If there is conflicting language between this Agreement and any other agreement governing your use of the SDK, the terms of this Agreement will control.
6. As used herein, the terms “include” and “including” mean “including without limitation.”
7. This Agreement shall be governed by, and construed in accordance with, the laws of England & Wales, without reference to conflicts of laws principles.
8. The parties agree that the competent courts of England & Wales will have exclusive jurisdiction and venue under this Agreement, and the parties hereby agree to submit to such jurisdiction exclusively.