Moat Mobile Analytics SDK - End User License Agreement

PLEASE READ THIS END USER LICENSE AGREEMENT (THE "AGREEMENT") CAREFULLY BEFORE USING TECHNOLOGY AND SERVICES OFFERED BY MOAT INC.  THIS AGREEMENT APPLIES TO ANY TECHNOLOGY OR SOFTWARE THAT MOAT DISTRIBUTES WITH THIS AGREEMENT, AND ANY RELATED SERVICES THAT MOAT PROVIDES IN CONNECTION THEREWITH (COLLECTIVELY, THE "SERVICES"), UNLESS YOU HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH MOAT THAT EXPRESSLY IDENTIFIES SUCH SERVICES.

BY USING THE SERVICES IN ANY MANNER, YOU OR THE ENTITY YOU REPRESENT ("YOU") AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THIS AGREEMENT.  IF YOU ARE ACCESSING THE SERVICES ON BEHALF OF YOUR EMPLOYER, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS ON ITS BEHALF AND THE RIGHT TO BIND IT HERETO.  USE OF THE SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO USE THE SERVICES.

1. Access to the Services; Data
Subject to your compliance with the terms and conditions of this Agreement, Moat grants you the right to access and use the Services during the term of this Agreement for your internal business purposes and as provided herein.  You are responsible for the use of the Services by any person to whom you have given access to the Services, even if you did not authorize such use.    
You agree that Moat may use and modify the content and data that is submitted to or collected by the Services ("Data") for purposes of providing and improving the Services and generating Aggregated Anonymous Data. "Aggregated Anonymous Data" means anonymous, aggregate data derived from the use of the Services (e.g., "1,000,000 ads analyzed by Moat Ad Analytics") or anonymous, aggregate data collected through the use of the Services, statistics, log files and similar information gathered by the Services, including benchmarking, performance and usage information, provided that such data cannot be associated with you or your advertisers or clients. Moat may use and distribute Aggregated Anonymous Data for Moat'™s business purposes (including without limitation, for benchmarking activities, as well as improving, testing, operating, promoting and marketing Moat'™s services).

2. Restrictions
You may not without Moat'™s prior written approval (i) copy, reproduce, modify, damage, disassemble, decompile, reverse engineer or create derivative works of the Services, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services or any information contained or displayed therein (except to the extent applicable laws specifically prohibit such restriction); (ii) breach, disable, tamper with, or develop or use (or attempt) any workaround for any security measure contained within the Services or otherwise interfere with the proper working of the Services; (iii) store by any technical means, Data or any data derived from the Services, including behavioral and contextual data; or (iv) use the Services to build a competitive product or service; or (v) benchmark the Services, or publish or disclose any performance information with respect to the Services to any third party.  You are solely responsible for testing the Services in a manner sufficient to ensure that the Services will not interfere with the proper functioning of your systems, apps, or webpages, including proper ad loading.

3. Compliance with Laws; Privacy
You agree to use the Services and provide Data (i) in compliance with all applicable local, state, national and foreign laws, rules and regulations (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (ii) in a manner that does not breach or violate any third party intellectual property, contractual, privacy or other proprietary rights.  Without limiting the foregoing, at all times during the term of this Agreement you must maintain and abide by a legally sufficient privacy policy that discloses your use of third party analytics to collect anonymous data about user behavior.
You shall not use the Services to collect personally identifiable information, or associate or combine Data with personally identifiable information obtained from another source.  Certain features of the Services can be configured to collect precise location data. Without limiting the other restrictions in this Agreement, by enabling the Services to collect precise location data, you represent and warrant that you have and will maintain all necessary rights (including user consents and permissions from any platform(s) on which your content is made available) to provide such Data to the Services.  

4. Ownership
As between the parties, Moat retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Moat for the purposes of this Agreement, including copies and derivative works of the foregoing.  No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement.  

5. Disclaimer
TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.  MOAT, ALONG WITH ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND PARTNERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE, UNINTERRUPTED, TIMELY, OR ERROR-FREE; (II) THE SERVICES OR ANY SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (III) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. 

6. Trials
From time to time Moat may offer trials of paid Services.  If you have been granted trial access to the Services, you are permitted to use the Services only for your internal evaluation of the Services in consideration of the possibility of entering into an agreement with Moat for paid access to the Services.  Moat reserves the right, in its sole discretion, to determine eligibility for a trial, and to withdraw access to or modify a trial or the Services at any time.

7. Term; Termination
This Agreement shall commence on your acceptance of this Agreement and continue until terminated.  Either party may terminate this Agreement immediately upon notice to the other for any or no reason at all, and Moat may suspend or limit your access to or use of the Services if your use of the Services results in (or is reasonably likely to result in) damage to or degradation of the Services that could interfere with Moat'™s ability to provide access to the Services to other users.  All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

8. Limitation of Liability
IN NO EVENT WILL MOAT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SERVICES, OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF MOAT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.  THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

9. Indemnification
You agree to defend, indemnify, and hold harmless Moat, its affiliates, directors, officers, employees, agents, suppliers and partners from all liabilities, claims, and expenses, including reasonable attorneys"™ fees, that arise from or relate to your violation of this Agreement, your use or misuse of, or access to, the Services, or otherwise arising out of the collection Data from or on behalf of you. 

10. Miscellaneous
This Agreement represents the entire agreement between you and Moat with respect to the subject matter hereof, and supersedes all prior or contemporaneous understandings with respect thereto, except. This Agreement shall be governed by the laws of the State of New York, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in New York, New York. Moat reserves the right, in its sole discretion, to modify or replace any of this Agreement, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature or content) at any time by posting a notice on or through the Services or by another appropriate means of electronic communication.  This Agreement is personal to you, and is not assignable, transferable or sublicensable by you except with Moat'™s prior written consent. Moat may assign, transfer or delegate any of its rights and obligations hereunder without consent.  No agency, partnership, joint venture, or employment relationship may be implied as a result of this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys"™ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable.  The failure of either party to act with respect to a breach of this Agreement shall not constitute a waiver of such breach or any subsequent breaches.

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