Terms & Conditions
The Measurement Partner and Advertiser may collectively be referred to as the "Parties" and individually as a "Party."
1. Purpose This Agreement governs the relationship between the Measurement Partner M/s Wolf Works., and the Advertiser M/s Flitpay., regarding the provision of mobile measurement services by the Measurement Partner for the Advertiser's mobile advertising campaigns. The Measurement Partner will provide measurement and analytics services to help Advertiser assess the performance of its mobile advertising efforts.
2. Definitions For the purposes of this Agreement:
● Mobile Advertising Campaign(s): The mobile advertising activities undertaken by the Advertiser, which may include but are not limited to display ads, video ads, app install campaigns, and other forms of mobile media marketing.
● Measurement Services: The tracking, analysis, reporting, and other related services provided by the Measurement Partner to measure the effectiveness and performance of the Advertiser's mobile campaigns.
● Data: The information generated and collected through the Measurement Services, including campaign performance metrics, user engagement, click-through rates, conversion rates, install data, and any other relevant data points.
● Confidential Information: Any non-public, proprietary information disclosed by either Party to the other Party, including but not limited to business plans, financial data, technical specifications, and other business-related materials.
3. Measurement Services
3.1 Provision of Services The Measurement Partner agrees to provide the Advertiser with access to its mobile measurement platform and services, which may include tracking and reporting on various campaign metrics, including but not limited to impressions, clicks, installs, and conversions, based on the parameters specified by the Advertiser.
3.2 Reporting The Measurement Partner will provide the Advertiser with regular reports on the performance of the Mobile Advertising Campaigns. The frequency, format, and content of such reports shall be mutually agreed upon in writing.
3.3 Accuracy and Completeness The Measurement Partner agrees to use commercially reasonable efforts to provide accurate and complete data. However, the Advertiser acknowledges that no measurement system is flawless, and the Measurement Partner does not guarantee the absolute accuracy or completeness of the data provided.
4. Responsibilities of the Advertiser
4.1 Campaign Setup The Advertiser is responsible for setting up and managing its Mobile Advertising Campaigns, including providing necessary campaign information, creative assets, and other related materials to the Measurement Partner.
4.2 Compliance The Advertiser agrees to comply with all applicable laws and regulations related to advertising, including data protection and privacy laws, in the execution of its campaigns and the use of the Measurement Services.
4.3 Data Accuracy The Advertiser is responsible for ensuring the accuracy and completeness of any data it provides to the Measurement Partner, including campaign parameters and target audiences.
5. Confidentiality
5.1 Confidential Information Each Party agrees to keep confidential all non-public information disclosed by the other Party, including but not limited to data, business plans, financial information, and trade secrets. This obligation shall survive the termination of this Agreement.
5.2 Use of Confidential Information Confidential Information may only be used for the purposes of fulfilling the terms of this Agreement. Each Party agrees not to disclose Confidential Information to any third party without the prior written consent of the disclosing Party, except as required by law or as necessary to carry out the provisions of this Agreement.
6. Data Ownership and Use
6.1 Ownership of Data The Advertiser retains all rights, title, and interest in and to its data, including any data collected during the Mobile Advertising Campaign. The Measurement Partner will not claim ownership of the Advertiser's data but will use it only in accordance with the terms of this Agreement.
6.2 Use of Data The Measurement Partner may use the Data provided by the Advertiser for the purpose of providing the Measurement Services, improving the performance of its platform, and for analytical purposes. Any aggregation or anonymization of such data shall be the property of the Measurement Partner, and the Advertiser agrees that it has no claims to such aggregated or anonymized data.
6.3 Data Sharing The Measurement Partner may share Data with third-party partners only if necessary to perform its obligations under this Agreement, provided that such third parties are bound by confidentiality obligations similar to those of this Agreement.
7. Fees and Payment 7.1 Fees A "paid install" is defined as an install generated via an attribution or a magic link. The Advertiser agrees to pay the Measurement Partner the following charges per install: 1. Charges: Paid installs will be charged at a rate of ₹0.30 per install. ₹0.30 will be deducted from the advertiser’s in-platform wallet each time a paid install is registered in the system. If the wallet balance is exhausted, the mobile measurement partner will allow an overdraft of up to 1,000 installs. After this limit is reached, the advertiser agrees to add more funds to the wallet to avoid service disruption. 2.
7.2 Payment Terms 1. Invoice Generation: The Mobile Measurement Partner will invoice the Advertiser on a monthly basis, the first week of every month and shall issue a tax compliant invoice. Payment by Advertiser shall be subject to withholding taxes as per Applicable law. 2. Payment Due Date: The Advertiser agrees to make the payment for the Invoice value within 7 days from the date of the invoice.
Limitation of Liability To the fullest extent permitted by law, neither Party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of data, or business interruption, arising out of or related to this Agreement, even if the Party has been advised of the possibility of such damages.
10. Indemnification The Advertiser agrees to indemnify, defend, and hold harmless the Measurement Partner and its affiliates, employees, and agents from and against any claims, damages, liabilities, and expenses arising out of or relating to the Advertiser's use of the Measurement Services, including but not limited to claims arising from a breach of the Advertiser’s representations and warranties.
11. Miscellaneous
11.1 Independent Contractors The Parties are independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, or employment relationship between the Parties.
11.2 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the States Tamilnadu and Rajasthan.
11.3 Dispute Resolution Any dispute arising under this Agreement shall be resolved through mediation/arbitration subject to jurisdiction of Madurai, Tamilnadu State., India.
11.4 Entire Agreement This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications, whether oral or written, relating to such subject matter.