Kochava License and Services Agreement

Your use of the Site and Platform is governed by this License and Service Agreement ("Agreement"). This Agreement serves as the contractual agreement between you ("Company") and Kochava, Inc., a Delaware corporation ("Kochava"). This Agreement is effective as of the date Company activates its account ("Effective Date"). Kochava and Company may be referred to herein collectively as the "Parties" and individually as a "Party." Unless otherwise provided herein, all capitalized terms used in this Agreement have the meaning ascribed to them on Exhibit A (Explanation of Features & Fees).

Table Of Contents

Section 1.0 Scope Of Services
Section 2.0 Ownership
Section 3.0 Confidential Information
Section 4.0 Privacy
Section 5.0 Fees & Payment
Section 6.0 Term & Termination
Section 7.0 Information Security
Section 8.0 Representations; Warranties; Disclaimer
Section 9.0 Indemnification
Section 10.0 Limitation of Liability
Section 11.0 General
Exhibit A Explanation of Features & Fees

Background

Kochava provides advertising measurement analytics and attribution services to marketers through its proprietary online software platform, available at kochava.com. Marketers integrate a single SDK into their apps, websites, or connected devices, which enables the Kochava platform to collect and process certain electronic data relating to the installation and use of the marketers' apps or websites. Marketers customize the platform through a user interface to configure attribution and analytics, determine exactly which data they want to capture, which analyses they want to perform, and which reports they want to run. All data belongs to, and remains the exclusive property of, the marketers at all times. Marketers grant Kochava a limited license to use its data for the limited purpose of providing these attribution and analytics services.

WHEREAS, Kochava desires to perform measurement analytics and attribution services for Company, and Company desires to grant a limited license to Kochava to use Company Data under the terms and conditions of this Agreement.

WHEREAS, Company desires to acquire analytics and attribution services via the Platform (defined below) and Kochava desires to grant a limited license to Company to access and use the Platform under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the following mutual covenants and agreements, and for other good and valuable consideration, the Parties hereby agree as follows:

1. Scope Of Services
   1. Services. Kochava hereby grants a limited, non-exclusive, non-transferable, revocable license to Company during the Term to access and use the Platform, subject to the limitations of this Agreement. "Platform" means, collectively, the Site and SDKs. "Site" means the web-based platform available at kochava.com through which Kochava renders attribution, analytics, and related modeling and reporting services, and the content thereon. "SDKs" means software development kits. Kochava shall make available and license to Company all application program interfaces ("API") necessary for Company to fully exercise the rights and licenses granted hereunder.
   2. Account Registration. Company must register with Kochava in order to use the Platform. Company must register on the Site unless Kochava instructs it otherwise. The registration process requires Company to provide true, accurate, current, and complete information about Company and to create a username and password. Company agrees to use reasonable efforts to maintain its account information. Company is solely responsible for all activities occurring under its registration and for maintaining the confidentiality and security of its username and password.
   3. Modification of Platform. Kochava may from time to time modify, remove features from, or upgrade the Platform. Kochava will use commercially reasonable efforts to notify Company of any material modification. Kochava will provide ninety days' advance notice to Company in the event it intends to remove a feature licensed to Company (see Section 6.3 for Company's associated termination rights). Company acknowledges that Kochava is not liable to Company, or any entity or person who is not a party to this Agreement but who may be affected by it (a "Third Party"), for any modification made to the Platform. Company acknowledges if it instruments the Platform to enable the use of a newly added feature following the Effective Date, then its use of the feature may be subject to additional fees upon notice by Kochava.
   4. Customer Support. As selected herein, Company receives "Support Ticket" or "Dedicated Account Management" support. Support Ticket support is available via email at support@kochava.com. Dedicated Account Management provides Company with a team comprised of a communications, operations, and technical leader, each of whom has contextual knowledge of Company's account history and objectives for utilizing the Platform. Company receives each team member's individual email address and phone number, in addition to a personalized email alias with which it may contact the entire team with a single message.
   5. Service Levels. See https://www.kochava.com/kochava-service-level-policy/ for the Kochava service level policy.
   6. Prohibited Activities. Company shall not: (i) allow a Third Party to access or use of the Platform without prior authorization from Kochava; (ii) share any documentation, data, or insight derived from its use of the Platform with an unauthorized Third Party; (iii) create, or undertake to create, a product or service that may compete with, or replicate the functionality provided by, the Platform; (iv) assist, or undertake to assist, a Third Party in the creation of a product or service that may compete with, or replicate the functionality provided by, the Platform; (v) use the Platform in any manner that may damage, disable, overburden, or impair the Platform, regardless of foreseeability; (vi) use the Platform in any manner that may give rise to civil or criminal liability or other damages, including without limitation, capturing, handling, or otherwise processing Personally Identifiable Information (as defined in Section 4.1), sending or delivering unsolicited bulk or commercial messages, or using the Platform for an illegal purpose or activity; or (vii) use the Platform for any purpose not contemplated and intended by this Agreement.
   7. Reservation of Rights. Kochava reserves the right to refuse Company access to the Platform or terminate this Agreement if Kochava reasonably determines Company engaged in any of the activities described in Section 1.6 (Prohibited Activities).
2. Ownership
   1. Platform, Site, Marks. Kochava is the sole and exclusive owner of the Platform and the Site. Kochava owns or licenses the Marks. The Platform, Site, and Marks are protected by applicable intellectual property and other laws. Kochava reserves all rights, title, and interest in the Platform, Site, and Marks, and in all intellectual property rights not expressly granted under this Agreement.
   2. Company Materials. Company is the sole and exclusive owner of all documentation and materials furnished by Company to Kochava, whether in oral or written form, and all Company-owned or licensed trademarks, service marks, and logos ("Company Materials"). Kochava explicitly disclaims any ownership in Company Materials. Kochava shall not disclose or otherwise disseminate Company Materials to any Third Party. Kochava shall not use Company Materials for any purpose not expressly authorized hereunder. Upon Company's request, Kochava shall promptly return or destroy all Company Materials in its possession. Company reserves all rights, title, and interest in all Company Materials and in all intellectual property rights not expressly granted under this Agreement.
   3. Company Data. Company retains all right, title, and interest in and to all electronic information and data processed by the Platform via software development kits or server-to-server on behalf of and relating to Company ("Company Data"). Kochava has no rights in or to any Company Data not expressly authorized under this Agreement. Company hereby grants a limited, non-exclusive, non-transferable, royalty-free, revocable license to Kochava to collect, process, and use Company Data for the purpose of providing attribution, analytics, and related modeling and reporting services via the Platform.
   4. Third-Party Transfer. Kochava shall not transfer Company Data to any Third Party unless Company specifically instruments the Platform to do so. If Company instruments the Platform to transfer Company Data to a Third Party, then all Third Party use thereof is governed by the contractual obligations between Third Party and Company (i.e. sending postbacks to a network). Therefore, if Company instruments the Platform to transfer Company Data to a Third Party, then the Third Party's use of Company Data is not governed by this Agreement.
   5. Removal of Company Data. Company may extract or delete its Company Data from the Platform at any time during the Term or within thirty days following the termination or expiration of this Agreement. In the event Company is unable to extract or delete its Company Data through no fault of Company, Kochava will provide Company with reasonable assistance to do so.
3. Confidential Information
   1. Confidential Information. Confidential Information means any nonpublic information or material pertaining to a Party's business, whether or not marked "proprietary" or "confidential." Confidential Information includes, without limitation, Company Data, the Platform, this Agreement and its terms, all business processes and technical information, and all other information the receiving Party should reasonably understand to be confidential.
   2. Ownership. All Confidential Information is, and remains, the property of the disclosing Party. Unless expressly granted herein, no license or rights to the disclosing Party's Confidential Information is granted or implied hereunder.
   3. Disclosure. The Parties shall only use or disclose Confidential Information on a need-to-know basis for the limited purposes of performing their obligations under this Agreement, using the Platform, or exercising their rights granted hereunder. If either Party engages the services of a Third Party relating to such performance, use, or rights, then the Party shall require the Third Party to be bound by a non-disclosure agreement of equal or greater force than that required of the Parties under this Agreement. The Parties may disclose Confidential Information in response to a judicial or governmental requirement or order, provided that (i) the receiving Party has given the disclosing Party reasonable prior notice, (ii) the receiving Party reasonably cooperates with the disclosing Party so it may object or seek a protective order or other appropriate remedy, and (iii) the receiving Party in any event discloses only that portion of the Confidential Information that it is legally required to disclose.
   4. Non-Confidential Information. For purposes of this Agreement, Confidential Information does not include information that: (i) enters the public domain (other than as a result of a breach of this Agreement); (ii) was in the receiving Party's possession prior to its receipt from the disclosing Party; (iii) is independently developed by or on behalf of the receiving Party without the use of or reference to the disclosing Party's Confidential Information; (iv) is obtained by the receiving Party from a Third Party under no obligation of confidentiality to the disclosing Party; or (v) is derived from aggregated, anonymized, and de-identified row-level Click data. The confidentiality obligations set forth in this Section 3.0 continue for two years following termination or expiration of this Agreement.
4. Privacy
   1. Personally Identifiable Information. The Platform is not intended to collect or handle information that can be used to contact or identify an individual person (e.g. name, email address) ("Personally Identifiable Information" or "PII"). By default, the Platform is engineered to anonymize data during ingestion to render it non-personally identifying. Company is solely responsible for compliance with all applicable laws, rules, regulations and administrative orders relating to privacy and data protection which are, or become, applicable to PII.
   2. Privacy Policy. The Kochava Privacy Policy, located at www.kochava.com/support/privacy/ is incorporated into and made part of this Agreement. Company, not Kochava, determines the types of Company Data the Platform processes. All access and use of Company Data by Kochava is incidental to its performance under this Agreement because Kochava only processes the Company Data which Company instrumented the Platform to process.
   3. Privacy Shield. As a certified participant in the EU-U.S. Privacy Shield, Kochava adheres to the framework and principles of the EU-U.S. Privacy Shield. Company agrees to provide the same level of privacy protection as is required by the UE-U.S. Privacy Shield Principles. In accordance with European Commission definitions, and for purposes of this Agreement, Company is the "Data Controller" and Kochava is the "Data Processor."
5. Fees & Payment
   1. Fees & Payment. Company shall make payment to Kochava based upon the pricing set forth herein. Following the first of each month, Kochava will email (unless otherwise instructed) an accurate invoice to the Company representative listed on Page 1 of this Agreement for the fees incurred by Company during the previous calendar month. All amounts invoiced to Company by Kochava in accordance with this Section 5.0 are payable within seven days of delivery of the invoice ("Due Date"). An invoice is deemed delivered to Company on the date sent by Kochava. If Company fails to pay an invoice in full by the Due Date, Kochava will notify Company's accounting representative listed on Page 1. If any invoice remains unpaid thirty days following such notice, then Company grants Kochava a perpetual, irrevocable, royalty-free, fully-paid, unrestricted license to use the Company Data. Notwithstanding the foregoing, Company remains liable for an invoice until it is paid in full. Kochava reserves all rights to seek payment.
   2. Ongoing Liability. Notwithstanding any cessation of Company use of the Platform, Company remains liable, and Kochava shall continue to invoice Company, for all fees set forth herein unless Company provides notice of termination pursuant to Section 6.0 (Term & Termination).
   3. Access Suspension. Without limiting this Section 5.0, Kochava may suspend Company access to the Platform during such time that an invoice remains unpaid following its Due Date ("Suspension Period"). Kochava may, in its sole discretion, continue to perform the services during the Suspension Period. Notwithstanding the foregoing, Company will continue to incur the fees set forth herein during the Suspension Period. Following receipt of payment in full, Kochava may, in its sole discretion, reinstate Company access to the Platform or terminate this Agreement pursuant to Section 6.3 (Termination For Cause).
   4. Taxes. Each Party is responsible for taxes based on its net income or gross receipts. Company is responsible for all sales, use, excise, and all other taxes derived from the fees listed herein.
6. Term & Termination
   1. Term. This Agreement begins on the Effective Date and continues in effect for a period of one year ("Initial Term") and automatically renews on a month-to-month basis thereafter ("Monthly Term"), unless otherwise terminated as provided herein. Either Party may terminate this Agreement upon the expiration of the Initial Term by providing the non-terminating Party with advance, written notice of termination no fewer than thirty days prior to the expiration of the Initial Term. Either Party may terminate this Agreement during the Monthly Term with thirty days' written notice to the non-terminating Party. The Initial Term and the Monthly Term (if any) are herein referred to collectively as the "Term."
   2. Upgrades, Pricing Changes, Feature Removal. Company may upgrade its Tier at any time upon request; however, Company may not downgrade its Tier during the Initial Period. Kochava reserves the right to modify the pricing as shown herein or upon or following expiration of the Term with thirty days' written notice to Company.
   3. Termination for Cause. Without limiting Section 5.3 (Access Suspension) or Section 1.7 (Reservation Of Rights), either Party may terminate this Agreement if the other Party breaches any material provision of this Agreement and has not cured the breach within ten days following receipt of written notice of the breach from the non-breaching Party. If Kochava removes a feature from the Platform from which Company derives twenty percent or more of its monthly billing activity, then Company may terminate this Agreement for cause by delivering thirty days' advance written notice to Kochava. If Company provides notice of termination pursuant to this Section 6.3, Kochava shall continue to provide Company with access to and use of the Platform until termination is effective. If Kochava provides notice of termination pursuant to this Section 6.3 during the Term, then Company is liable for the fees set forth herein throughout the remainder of the Term, including, without limitation, the Monthly Minimum Fee.
   4. Termination without Cause. If Company terminates this Agreement without cause during the Term, then Company is liable for the fees set forth herein throughout the remainder of the Term, including, without limitation, the Monthly Minimum Fee.
   5. Other Termination Rights. Either Party may terminate this Agreement during the Term with thirty days' written notice to the non-terminating Party if at any time a Party: (i) becomes insolvent; (ii) is voluntarily or involuntarily named in a filing for bankruptcy; (iii) undergoes any assignment for the benefit of creditors; or (iv) undergoes dissolution. Upon such termination, Company shall pay Kochava all fees Company incurred up to the effective date of termination or expiration.
   6. Refunds. In the event Company terminates this Agreement pursuant to Section 6.3 (Termination For Cause) or Section 6.5 (Other Termination Rights), Company is entitled to a pro-rata refund of the payments made for services it did not receive, if any.
   7. SDK Removal. Within a reasonable time following termination or expiration of this Agreement, but in no case more than thirty days, Company shall remove the SDK from all of its applications. So long as the SDK remains in any Company applications following termination or expiration, Company shall pay, and remains liable for, the fees set forth herein, including, without limitation, the Monthly Minimum Fee.
   8. Effect on Company Materials and Company Data. Without limiting Section 5.1 (Fees & Payment), upon expiration or termination of this Agreement, Kochava will return or destroy Company Materials in accordance with Section 2.2 (Company Materials) and, when applicable, assist Company in extracting or deleting Company Data in accordance with Section 2.5 (Removal Of Company Data).
   9. Survival. The definitions contained herein and Sections 2.0, 3.0, 5.0, 6.7, 6.8, 6.9, 8.0, 9.0, 10.0, 11.0, and Exhibit A (Explanation of Features & Fees) survive the expiration or termination of this Agreement.
7. Information Security
   1. Information Security. Kochava is ISO 27001-certified. A qualified Third party audits Kochava against the ISO/IEC 27001:2013, which encompasses security practices throughout all levels of the organization. Refer to https://www.kochava.com/kochava-service-level-policy/ for further information regarding the Kochava InfoSec policy.
8. Representations; Warranties; Disclaimer
   1. Kochava Representations. Kochava represents that: (i) it has the authority to enter into this Agreement, to carry out its obligations under this Agreement, and to grant the rights and licenses granted in this Agreement to Company; (ii) Company is not obligated to secure separate or independent licenses to any materials from any Third Party in connection with the services as provided by Kochava; (iii) the Platform, and the use thereof, does not infringe, violate, or misappropriate any confidentiality obligation or intellectual property rights of any person or entity; and (iv) the Platform conforms in all material respects with the descriptions provided hereunder and those descriptions sufficiently describe the features and functionalities of the Platform; and (iv) Kochava complies with applicable federal, state, and local laws.
   2. Kochava Warranties. Kochava warrants that: (i) it will, in the performance of this Agreement, comply with applicable federal, state, and local laws; (ii) the Platform will operate and function on an 99.99% uptime basis in all material respects in conformance with its service level policy; and (iii) the Platform will not contain spyware, viruses, or any other malicious code.
   3. Company Representations. Company represents that: (i) it has the authority to enter into this Agreement, to carry out its obligations under this Agreement, and to grant the rights and licenses granted in this Agreement to Kochava; (ii) it has provided notice to, and received consent from, its End Users to collect and transfer their data in conformance with applicable law; and (iii) it complies with applicable federal, state, and local laws.
   4. Company Warranties. Company warrants that: (i) it will limit its use of the Platform pursuant to Section 1.6 (Prohibited Activities); (ii) it will comply with applicable federal, state, and local laws throughout the course of its use of the Platform; (iii) if any Company product or service targets children, then Company will not use the Platform to process any PII of children, as defined by, and pursuant to, the Children's Online Privacy Protection Act of 1998; and (iv) if Company uses the Platform in conjunction with media purchased on Facebook, then Company will be in compliance with the Facebook terms of use and privacy policy.
   5. Disclaimer of Warranties. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, EACH PARTY HERETO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR USAGE OF TRADE.
9. Indemnification
   1. Mutual Indemnification. Each Party (the "Indemnitor") shall indemnify, defend at its own cost and expense, and hold the other Party and its parent, subsidiaries, and their respective officers, directors, employees, and agents (collectively, "Indemnitee") harmless from and against any Third Party action, suit, demand, judgment, settlement, loss, cost, expense (including reasonable attorneys' fees and expenses), damage, liability, claim, or proceeding, whether fixed or contingent, and whether or not adjudicated (each an "Action"), on the condition that: (i) Indemnitee gives Indemnitor sole control of the defense and settlement of the Action, (ii) Indemnitee provides Indemnitor with all reasonable assistance, at Indemnitor's expense, and (iii) the Action arises out of or relates to (a) the performance or nonperformance of Indemnitor's obligations under this Agreement, (b) a material breach or default of Indemnitor's representations, warranties, or covenants under this Agreement, or (c) infringement, misappropriation, or other violation of any intellectual property rights in connection with (if Company is Indemnitor) Company Data or (if Kochava is Indemnitor) the Platform.
10. Limitation Of Liability
    1. No Guarantee. Kochava does not guarantee: (i) any particular outcome as a result of the use of the Platform; (ii) the Platform will meet all expectations of Company; or (iii) the Platform will be entirely error-free.
    2. Limitations. WITH THE EXCEPTION OF A PARTY'S INDEMNIFICATION AND DEFENSE OBLIGATIONS UNDER Section 9.0 (Indemnification) AND LIABILITY AND DAMAGES ARISING OUT OF GROSS NEGLIGENCE, NO PARTY HERETO IS LIABLE FOR ANY CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, HOWEVER ARISING.
    3. Aggregate Liability Limitation. If the limitations and exclusions specified in Section 10.2 (Limitations) are unenforceable, then a Party's aggregate liability to the other Party will not exceed the amounts, if any, actually paid by Company to Kochava in the three-month period prior to the event giving rise to the liability.
11. General
    1. Governing Law. To the fullest extent permitted by law, this Agreement is governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflicts of law principles or provisions.
    2. Dispute Resolution. The Parties shall submit all disputes, controversies, or claims arising out of or relating to this Agreement to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in Spokane, Washington. One arbitrator shall finally determine the arbitration, and judgment on the award rendered may be entered in any court having jurisdiction thereof.
    3. Dispute Limitation. With the exception of a claim relating to Section 5.1 (Fees & Payment), the Parties must file any claim arising out of or relating to this Agreement or the use of the Platform within one year after the event giving rise to it, or the claim is forever barred.
    4. Severability. If a court of competent jurisdiction or an arbiter holds or deems any provision of this Agreement to be invalid or unenforceable, then that provision is deemed to have been deleted from this Agreement, while the remaining provisions of this Agreement remain in full force according to its terms.
    5. Relationship between the Parties. The Parties acknowledge and agree that their employees, agents, and contractors, are independent contractors, rather than agents or employees of the other Party. Nothing herein creates an employment, joint venture, agency, or partnership relationship between the Parties.
    6. Non-Solicitation. Company acknowledges that it is reasonable to refrain from soliciting for employment any employee of Kochava during the Term and for a period of one year thereafter; therefore, it agrees to not solicit any employee of Kochava during such time.
    7. Publicity. With the prior written consent of Company, Kochava may, for the limited purpose of promoting the Platform, publish a case study regarding Company use of the Platform, use Company name and logo, and use feedback received from Company regarding its use of the Platform. Company hereby provides its consent.
    8. Assignment. Except as a result of a sale or transfer of a Party's voting control, neither Party may, without the prior written consent of the other Party, whose consent shall not be unreasonably withheld: (i) assign this Agreement, (ii) assign any of its underlying rights, or (iii) delegate any of its underlying duties. Any assignment or delegation in the absence of the other Party's prior written consent is void.
    9. Modification & Waiver. The Parties may not modify or waive this Agreement in the absence of a signed writing by the Parties referencing this Agreement. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement operates as a waiver of any such right, power, or remedy. A waiver of one provision is not a waiver of any other provision. A waiver does not operate as a waiver of any future event.
    10. Headings; Integration; Counterparts. The section headings in this Agreement do not define or limit the scope of their associated provisions. This Agreement, together with all Exhibits hereto, constitutes the complete agreement between the Parties and supersedes all prior or contemporaneous written or oral agreements, conditions, or understandings between the Parties, including the Terms of Use found on kochava.com. The terms and conditions of this Agreement supersede all conflicting terms or conditions included in any invoice or ordering document. This Agreement may be executed in counterparts, each of which is deemed an original, and both of which, when taken together, constitutes one and the same instrument.
    11. Force Majeure. If a Party delays or fails to perform its obligations under this Agreement as a result of events beyond the Party's reasonable control, then the Party is not liable to the other Party for the delay or failure. Such events include, without limitation, acts of God, fire, explosion, flood, internet, network, or telecommunications failure, vandalism or computer hacking, strikes, national emergencies, terrorism, and governmental acts.
    12. Notices. Notwithstanding Section 5.0 (Fees & Payment), the Parties shall deliver all required notices or communications under this Agreement to the physical or electronic address shown on Page 1 of this Agreement. Notices and communications are deemed delivered to the receiving Party on the date sent by the sending Party. For purposes of this Agreement, an electronic communication has the same force and effect as a signed, physical writing.

Exhibit A Definitions

Explanation of Features & Fees

Alerting is the means by which Kochava informs Company of changes in critical metrics associated with Company's product, app, or website.

Audience Activation means the ability to export a set of End Users from the Platform for targeting by advertisement, email, push notification, or other method.

Campaign Trackers are the mechanisms by which Kochava collects Click meta data from an ad network. Click means the occurrence of an End-User click on a Company ad, and the related information the Platform collects therefrom.

Configurable Attribution refers to the ability of Company to determine the specific methodologies by which a Conversion is defined at the Tracker level (refer to support.kochava.com/reference-information/glossary for descriptions of underlying elements).

Conversion means the occurrence of: (i) an Attributed Install of a Company app (meaning, the install is attributed to an originating Click; whereas "unattributed" installs are free), or (ii) a Conversion Event (meaning, an activity occurring on an End User device or website which Company instruments the Platform to reconcile to a Campaign Tracker).

Customer Support. Refer to Section 1.4.

Data Retention is the duration of time in which Kochava stores Company Data.

End User means a person who downloads, installs, utilizes, or otherwise interacts with a Company product, app, or service.

Events are the specified activities occurring on an End User device or Company website which Company instruments the Platform to track, irrespective of whether such activities are reconciled to a Campaign Tracker.

Fraud Blacklist is comprised of a dynamic list of device IDs, IP addresses, and network/site ID's which have been flagged as repeat offenders of fraudulent activity. Once activated by Company at the account, app, or tracker level, each Click originating from a "blacklisted" entity is excluded from attribution. Company incurs this fee on a per Click basis.

Fraud Console means a collection of interactive reports, which provide a visualization of abnormal, potentially fraudulent, activity from across Company's products, apps, or websites.

Impressions means the occurrence of a Company ad served by an ad network.

Kochava Collective is a mobile audience targeting database. Its fees are calculated on a per-device or per-segment basis, as indicated in its user interface.

Kochava Intelligence Suite refers to the Query and What if? Slot features.

Kochava Signals is a real-time feed of Conversions and Events (each a "Postback") sent to a Company-determined endpoint. Three free endpoint integrations included, which includes the associated Postbacks. Additional end-point integrations are billed on a per Postback basis.

Media Cost & ROI allows Company to view the costs incurred and return on investment for media purchased from each of its ad network sources.

Media Guide is a one-stop shop to research mobile marketing partners from supply-side platforms to boutique publishers.

Monthly Minimum is the minimum amount Company is obligated to pay each month to Kochava throughout the Term.

Optimization Beacon utilizes beacon technology to enable campaign optimization through a rule-based data feedback loop.

Query Retention is the duration in which Kochava stores Company Data for purposes of utilizing the Kochava Intelligence Suite. 30 days of free Company Data storage included. 90-day retention available for an additional fee.

SAN Installs are calculated every time the Platform tracks an installation of a Company app that is reconciled to a self-attributing network.

Session Tracking, in the context of utilizing the Kochava SDK, means the measurement of instances in which an End User launches a Company app and the duration of time the app remains opened. This feature does not include device-level information. If Company runs the Platform on a server-to-server basis, instead of via the Kochava SDK, then this feature is not free and is charged as an Event. In the context of utilizing the Web SDK, Session Tracking means the measurement of instances in which an End User arrives on a Company website and the duration of time the End User remains on the site.

Traffic Verifier is a real-time fraud mitigation tool that tracks Clicks associated to a Campaign Tracker containing an applicable traffic verification rule. It ensures that only qualified traffic proceeds from Impression to Conversion.

True LTV is the monetary value of an End User resulting from the combination of revenue sources derived from the user (i.e. app purchase, in-app purchase, subscription, ad-revenue).

TV Tagging is the method by which TV lift is associated (tagged) to a Conversion Event time stamp.

Web SDK provides web tracking capabilities through real-time analytics, including configurable attribution and page tracking optionality.

What if? Slot, as provided in the Kochava Intelligence Suite, replicates Company app production, with customized attribution setting modifications (e.g. lookback windows, removal of a network partner, etc.). One free What if? Slot included. Company may simultaneously run multiple What if? Slots for an additional fee.

This Terms of Service was last updated on July 24, 2017.