Terms and Conditions

Growzee is an online platform provided by Instal Srl, via del Tiratoio 1, 50124 - Firenze (Italy). Growzee provides advertisement services where publishers make their inventory available through Growzee’s SDK technology and are compensated for the placement of advertisements on and/or in web and mobile properties such as websites, apps, games blogs, widgets, applications and other technologies or platforms.

  1. General

By accessing or using the Growzee’s Platform or SDK you accept and agree to these terms and conditions.

Any other commercial agreement not described in the Terms and Conditions is subject to discussion and mediation between Growzee and the publisher or advertiser. Any request to change any details and/or information in this document by the Publisher or Advertiser shall be submitted in writing to Growzee at contact@growzee.io. Growzee shall review such a request and decide within 20 (twenty) business days after having received the said written request, whether to agree to such change or not.

  1. Definitions

2.1. “Ad” or “Advertisement(s)” means, but is not limited to, advertisements, internal content, promotions, content management, multimedia images, graphics, text, data and advertising materials and/or any other media and/or any other marketing materials that are parsed, rendered and displayed to End User in places defined by Publishers, such as in the Game.

2.2. “Advertiser” means but is not limited to: (i) a third party advertiser, such as a direct brand, agency, ad exchange; or (ii) Publisher acting as an internal advertiser.

2.3. “Ad Serving Fee” means the fee that is charged  for serving Advertisements with respect to the Ad Serving Solution.

2.4. “Growzee Network” means the partner networks that Growzee works with.

2.5. “Publisher Account” means the account opened via the website https://growzee.io/ prior to granting the Publisher access to Growzee Services.

  1. License

3.1. Where Publisher desires to make his Advertisement placement inventory (the “Placement Inventory”) available to Advertisers who want their Advertisements to appear in his Game(s), in order to be displayed in the Games’ end users who use and/or have access to the Game (the “End Users”), then subject to this T&C, Growzee hereby grants the Publisher with a limited, non-exclusive, revocable, non-sub-licensable, non-transferable license to use Growzee’s proprietary software development kit and any updates and/or new or alternative versions thereof (the “SDK”), which, after being embedded into the Game, will allow Publisher access to Grwozee’s platform environment, including the applicable Publisher dashboard(s) (the “Platform”) (the SDK and the Platform shall hereinafter be collectively be referred to as the “Software”) to make his Placement Inventory available to the Advertisers in order for the Advertisements to be displayed to End Users within the Game (the “License”).

3.2. As part of the License, Growzee will make the Software available to Publisher in order to make the required integration with the Game and Publisher will promptly integrate the Software into the Game and maintain, including updating as soon as commercially available, the then-current version of any required software as per Growzee’s instructions in a manner that complies with the technical and implementation requirements; in addition, Publisher will comply with any of Growzee’s protocols and any other instructions contained in any documentation.

3.3. Growzee will not be held responsible for any failure to support and/or facilitate any integration between the Game and Software and Publisher shall bear all responsibility in checking his systems and/or internal software and/or configuration, including that the Software was integrated in accordance with Growzee’s guidelines and complies with Growzee’s integration specifications. Moreover, Growzee will notify Publisher of any version updates available for the SDK that Publisher will be required to promptly update in accordance with Growzee’s instructions; for the avoidance of doubt, Growzee will not be held liable for any failure on the Publisher’s part to update to the latest version after Growzee’s notification.

3.4. Publisher will not, and will not allow any third party to: (i) directly or indirectly access, launch or activate any of the Growzee Services, any protocols or any other technology, content, software, materials and/or documentation belonging to us, through or from, or otherwise incorporate any of these in, any Game, software, website or other means, other than via the Growzee Services, as permitted under this T&C; (ii) copy, distribute, rent, sell, lease, lend, sublicense, transfer any of the Growzee Services and/or right to use the License or make any of these available to any third party except as expressly set forth and in accordance with this T&C

; (iii) decompile, reverse engineer, or disassemble the Growzee Services; (iv) modify the Publisher Account and/or the Growzee Services (or any part thereof) in any way without Growzee’s prior written consent; (v) create derivative works based on any component of the Growzee Services and/or create any product or service competitive with the Growzee Services; (vi) modify, remove, or obscure any proprietary notices or anything of similar nature that appear on or during the use and operation of the License, the Growzee Services and/or Publisher Account; (vii) create or attempt to create a substitute or similar service or product to that of the Growzee Services or proprietary information related thereto; (viii) authorize or encourage any third party to generate fraudulent impressions of or fraudulent clicks on any Advertisement, including but not limited to, through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software; or (ix) use or modify any feature or functionality of the Growzee Services in order to, inter alia, collect personally identifiable information of any third party.

3.5. Publisher understands that misrepresenting ownership and fraudulent claiming of any part of the Growzee Services is strictly prohibited and, without limiting any other rights or remedies available to Growzee, may result in a permanent ban from using the Growzee Services, or terminating this Agreement altogether, and in any case it is understood that the Consideration shall be withheld if such situations arise.

3.6. Without derogating from the above, Growzee does not grant Publisher the right to use the Growzee Services in respect to any advertising campaign that:

3.6.1. Contains any content or element of any nature whatsoever that is libelous, discriminatory, obscene, unlawful, illegal, or that is, in Growzee sole discretion, otherwise unsuitable;

3.6.2. As their direct or indirect objective, or as a direct or indirect objective of any third party, advertises on the Game or targets the marketing of the Advertisements to any persons who are under the age of legal consent as may apply in the jurisdiction that Publisher is targeting with regard to the content of each advertising campaign, respectively;

3.6.3. Infringes Growzee’s and/or any third party’s intellectual property rights, including but not limited to, illegal streaming and/or downloading; copies or resembles Growzee’s and/or any third party’s property in whole or in part; or, disparages us and/or any third party or otherwise damages Growzee’s and/or any third party’s goodwill or reputation in any way;

3.6.4. Uses, runs and/or includes any spiders, robots, virus, Trojan horse or any other kind of malware, spyware or any other malicious code or code that may be used to circumvent any of Growzee’ security measure; or

3.6.5. Violates the terms of use and any applicable policies of any search engines.

3.7. If and to the extent the Advertisers seek to display Advertisements that contain (or may contain) content that includes information that is targeted to an audience above the minimum legal age of consent and/or is restricted to adult audience. In such case Publisher undertakes to ensure that:

  1. the said display is always lawful and does not violate or infringe any regulation, policy, and/or applicable law as applicable to Publisher and the end users; (ii) such display of Advertisement and/or advertising campaign shall be furnished only with respect to Games that were offered and approved by Publisher prior to the launch of the said campaigns; (iii) at all times, Publisher shall bear all responsibility and liability to ensure that the Games in which such campaigns are displayed will not be intended for an audience that is not eligible for such type of campaigns. Publisher further acknowledges that Growzee does not monitor nor supervise the Games in any manner that allows Growzee to ensure that the audience to which the aforementioned Advertisements are displayed is above the minimum eligible legal age and/or fits such campaign(s) criteria. Publisher irrevocably waives and discharges Growzee from any and all liability related thereto, and will indemnifies Growzee for any and all damages, losses, fees (including reasonable attorneys' fees) arising from any claim based on breach of Publisher’s warranties and obligations as set forth above. For the avoidance of any doubt, Publisher hereby undertakes to promptly notify Growzee if his consent for the said campaigns is revoked so future campaigns will cease to be displayed after said notification is obtained.

3.8. If Growzee determines, in his sole discretion, that Publisher has engaged in any of the activities that contravene the provisions of this Section 3, Growzee may (without limiting any other rights or remedies available) terminate this Agreement immediately.

4. Self-Service

4.1. Once the integration between the Game and the Software is completed, Publisher may use the Software in order to create and manage his own Ad campaigns. Publisher will have the ability to measure, track and analyze the performance of the campaigns and advertising activities based on the collected advertising campaign data with Growzee’s tracking technology and analytics solution.

4.2. Publisher can request that the Growzee representative appointed to his account partakes in the setup or management throughout the agreement period. Additional considerations have to be agreed in writing.

5. Publisher Undertakings

5.1. Publisher will be solely liable for the Game and decisions relating to the Placement Inventory, End Users and/or additional third parties, including the handling of all inquiries and/or claims submitted by any of the aforementioned and/or all additional engagements, commitments and interactions that he has with any third party. All interactions and commitments that Publisher may have with any third party must be professional, proper and lawful under applicable law (including any laws or regulations relating to the content and nature of publishing or marketing) and otherwise comply with this T&C.

5.2. Publisher will protect his Account and the Growzee Services from unauthorized third party access and will keep safe and confidential any usernames or passwords associated therewith against any unauthorized access and use; Publisher will take full responsibility for any authorized or unauthorized third-party access and/or use of the License, Publisher Account and/or the Growzee Services. Publisher will ensure that all information in the Publisher Account, including but not limited to, the full name and contact address are up-to-date, complete and accurate.

5.3. Without derogating from Section 5.2, Publisher may grant access to the Account and/or the Growzee Services to third parties solely in order to allow such third parties to access and manage the Publisher Account and/or the Growzee Services on his behalf; provided, however, that he shall: (i) require that such third parties agree to be bound by this T&C, (ii) ensure that such third parties comply fully with all provisions of this T&C

, and (iii) be fully responsible and liable for the acts and omissions of such third parties in connection with this T&C. Publisher agrees that to the extent Publisher creates a new account, it must be pre-approved by Growzee and registered; if not pre approved or registered with the same entity or name, Growzee may suspend or close that account.

5.4. Publisher will comply with any third party terms, policies or guidelines applicable to the development and operation of the Game and the integration between the Game and the use of the Growzee Services, including, without limitation, any operating system supported by Growzee now or in the future, and will not cause Growzee to be in violation of any such third party terms.

5.5. Growzee has the right, but not the obligation, to pre-screen, review and monitor any and/or all Advertisements, however Publisher understands that Growzee does not control or endorse and  makes no representation or warranties of any kind regarding the content of the Advertisements, including, without limitation, the accuracy, completeness or decency of any Advertisement. Growzee shall not be responsible or liable in any manner for any Advertisements and undertake no responsibility to update or review any Advertisements, whether added to the Game.

5.6. Growzee has the right, but not the obligation, to pre-screen, review and monitor any and/or all Placement Inventory and Publisher shall not unreasonably object to any of Growzee’s requirements with respect to such Placement Inventory. Publisher understands that Growzee does not control or endorse and makes no representation or warranties of any kind regarding the display and/or design of the Placement Inventory in the Game. Growzee shall not be responsible or liable in any manner for any Placement Inventory that shall remain under Publisher’s responsibility and liability at all time.

5.7. Publisher represents and warrants that there is no contractual, legal or other prohibition upon Publisher and/or anyone acting on its behalf (including, without limitation, its controlling shareholders, directors, officers and/or its ultimate beneficial owners) to enter into this Agreement. Neither Publisher and/or anyone of Publisher’s behalf appear in repositories which prohibit them directly or indirectly to conduct business with Growzee (or its affiliates) (and/or its technology) nor will expose Growzee (and its affiliates) to any sanctions, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union or United States of America. If Growzee is deemed to furnish payments and/or render services to the Publisher which constitute or may constitute and/or expose Growzee to any sanctions, prohibition or restriction under United Nations resolutions or the trade or economic sanctions, laws or regulations of the European Union or United States of America, Growzee shall be entitled to immediately terminate this Agreement with no penalty, and shall not be liable to pay any claim or provide any benefit hereunder to the Publisher.

6. Intellectual Property Rights

6.1. Growzee owns all intellectual property rights in and to the Growzee Services and the Publisher Account, and Publisher shall not gain any ownership right, property right or any other right in any of these and/or anything in relation thereto.

6.2. Publisher shall only use the Growzee Services in accordance with this T&C, and any protocols or guidelines that Growzee provides from time to time, applicable laws, legislation, rules and regulations. Without derogating from the provisions of this Section 6.2, if Publisher makes any amendment, addition, modification and/or derivative work in respect of his Account and/or the Growzee Services, any such modification, addition, amendment and/or derivative work will be solely owned by Growzee and Publisher will have no right or title in such modification, addition, amendment and/or derivative work in any way whatsoever.

6.3. Publisher may submit questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information about Growzee, the Publisher Account and/or the Growzee Services (collectively, “Suggestions”). Publisher understands that any Suggestions submitted via the Growzee Services and/or his Account and/or by email and/or any other way of communication shall be non- confidential and shall become Growzee’ sole property. Growzee shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of any Suggestions for any purpose, commercial or otherwise, without any acknowledgment and/or compensation.

7. Publisher’s Communications with End Users

7.1. Publisher’s communication with any End Users and/or additional third parties in respect of this Agreement must comply with the following:

7.1.1. Publisher has clear and specific consent from the proposed recipient before he sends any communication. The consent must have been given by way of an opt-in consent mechanism. Any tick box must not be pre-checked;

7.1.2. Where applicable the communication makes it clear that it is marketing content;

7.1.3. If such communication includes any promotional offers or any promotional competitions, games or anything else relating to the Game, then said promotion, competition or game is clearly identified as such and any conditions which are required in order to qualify for the promotion, competition or game are set out clearly and unambiguously in the communication;

7.1.4. Publisher does not send any such communications to persons under the age of legal consent as may apply in the jurisdiction of the proposed recipient of any such communication with regard to the content of each advertising campaign, respectively;

7.1.5. Publisher does not use any viral marketing techniques as part of his electronic marketing activities;

7.1.6. Publisher includes a true name in the communication (e.g. in the “From” line of any email) and not a sales pitch or marketing message. Any such communication must clearly identify Publisher as the sender of the communication and shall not falsified or otherwise attempt to hide identity;

7.1.7. Publisher does not mislead the recipient with regard to the content and purpose of the communication;

7.1.8. Publisher provides an adequate, functioning, free of charge and conspicuous “opt-out” or “unsubscribe” option in every communication;

7.1.9. The communication must include a valid address to which the recipient can respond to opt out/unsubscribe of future marketing communications;

7.1.10. Publisher honors expeditiously any opt out/unsubscribe request made by any recipient. Publisher must not send any further marketing communications to any person who indicates (by whatever means) that he/she does not wish to receive any further communications;

7.1.11. Publisher does not send any communication to any person who has registered on any applicable register of persons who do not wish to receive any marketing communications; 

7.1.12. Publisher is responsible for ensuring that communication practices comply with all applicable laws and codes of practice.

8. Reports & Payments

8.1. All Payments will be made in USD currency ($). Payments shall be subject to the following provisions:

8.2. In the event Publisher uses the Platform to sell his Placement Inventory Growzee shall receive 10% (ten percent) of the revenue share fee and transfer to Publisher 90% (ninty percent).

8.2.1. The reported Net Revenue due to Publisher (“Net Revenue” means the gross revenue less Growzee’s revenue share fee, external exchange fees, currency exchange and money transfer costs) will be made available for Publisher to review via Growzee’s dashboard and/or via E-mail no later than on the 15th (fifteenth) day of each following calendar month. Publisher shall issue invoice within one week from this confirmation to payables@instal.com. Notwithstanding the aforementioned, Publisher acknowledge that Growzee will calculate the full and final consideration that is due and payable to Publisher (the “Consideration”) in accordance with Growzee’s reporting system based solely on Growzee system’s statistics and data; accordingly, any such reported calculations that Growzee shall ultimately issue to Publisher will be considered true, final and correct, unless proven incorrect by written evidence sent by Publisher within 5 (five) business day from the 15th (fifteenth) day of each following calendar month. Publisher acknowledges and agrees that in the event he delivers the said written evidence, Growzee will not transfer to Publisher any Consideration until any such dispute has been resolved between the parties.

8.2.2. Subject to the provisions in Section 8.2.1, Growzee will pay the Consideration within 60 (sixty) days following the receipt of the invoice; however, Growzee reserves the right to pay the Consideration on a later date in the event that: (i) the Consideration amount is less than $100 in which case the amount will rollover and accrue to the next remittance period, provided that the earnings will reach $100; and/or (ii) if Growzee has not received payment from an external Advertiser in the Exchange for reasons beyond his control, and in such a case Growzee will take commercially reasonable measures in order to obtain the said payment and transfer the Consideration to Publisher as soon as possible; and/or (iii) if said payment has not been cleared and transferred to Growzee by the appropriate financial institutions. In these respects, Publisher agrees to hold Growzee harmless for any delay in payment of the Consideration. In addition, Growzee will not be responsible or liable for any acts and/or decisions made by any financial institution with respect to the clearing of any Consideration. IIf the sum of the invoices is between $100 and $1000 Growzee will pay Publisher via PayPal, if it’s more than $1000 Growzee will pay Publisher via wire transfer.

8.3. All taxes due in connection with any payments to Publisher are his sole liability; Publisher is responsible for complying with the rules, if any, for registering for and paying direct and indirect taxes (including, but not limited to, VAT), levies, duties and charges in respect of his income from or in relation to these Terms. For the avoidance of doubt, it is hereby clarified that Growzee will not increase the Consideration payable to Publisher due to any tax, levy, duty or charge imposed on the payment of the Consideration, and all Consideration is inclusive of any such tax, charge, duty and/or levy. Growzee reserves the right to withhold and/or deduct all taxes, levies, duties and charges if required under any applicable laws.

8.4. Payments to Publisher may be dependent on Advertisers' payments to Growzee and may also be withheld to reflect or adjusted to exclude any amounts refunded or credited to advertisers and any amounts arising from invalid activity. In addition to Growzee other rights and remedies, Growzee may withhold and offset any payments owed to Publisher under this Agreement against any fees Publisher owes to Growzee under this T&C or any other agreement. 

9. Term and Termination

9.1. These Terms will enter into force upon Publisher opening a Publisher Account, and may be terminated by either party without cause by providing a 30 (thirty) day prior written notice to the other party, unless the parties have agreed otherwise. Without derogating from the aforementioned, it is understood that the parties’ payment obligations in this Section 8 shall survive the termination of these Terms and keep their force until fully transferred to the other party.

9.2. In the event that either party is in breach of these Terms and fails to take actions to rectify any such breach within 30 (thirty) days following notice of such breach from the other party, the other party may terminate these Terms by providing a 72 (seventy-two) hour prior written notice to the other party. Without derogating from the aforementioned, Growzee reserves the right to suspend Publisher use of his Account and/or the Growzee Services, if suspected any fraudulent activity done by Publisher and/or anyone on his behalf, until an internal Growzee investigation is concluded regarding this matter.

9.3. The following will apply upon termination of these Terms: (a) Publisher’s access to his Account and the Growzee Services will terminate; (b) Publisher shall destroy any and all copies of his Account and the Growzee Services in his and/or anyone on Publisher’s behalf’s possession or control;

(c) shall return all of Growzee’s Confidential Information.

9.4. Upon termination, the provisions of these Terms shall cease to have effect, save for the following provisions of these Terms which shall survive and continue to have effect, in accordance with their express terms or otherwise indefinitely.

10. Privacy

10.1. Publisher acknowledges and agrees that Growzee will obtain through the Growzee Services data related to End Users (including, but not limited to, personal data) using the Game which will be used by Growzee to provide Publisher with the Growzee Services in accordance with these Terms. Publisher further agrees that in connection with the Growzee Services, Growzee may exchange information that is directly or indirectly collected from Publisher, including End User data, with third parties who provide services to us, in order to, among others, perform and improve the Growzee Services.

10.2. Publisher represents, warrants and covenants that he shall be fully responsible for: (i) complying with any and all applicable laws, including without limitation, privacy laws, such as the General Data Protection Regulation (“GDPR”), Children’s Online Privacy Protection Act (“COPPA”), the California Consumer Privacy Act (“CCPA”), and any other applicable law relating to the collection, use and sharing of information about End Users by Growzee and anyone on Growzee’s behalf (including Advertisers); (ii) obtaining all necessary and required consents and/or have any and all ongoing legal bases from the End Users of the Game, so Growzee and the Advertisers will be able to provide the Growzee Services hereunder in a lawful manner; and (iii) any and all transparency-related obligations (including, without limitation, displaying any and all relevant and required privacy notices or policies).

10.3. Publisher will not transmit any Personal Information (as this term is defined in the CCPA) about or relating to an End User under the age of 13 to Growzee). If Publisher uses the Growzee Services in a way that causes Growzee to collect Personal Information from California residents, Publisher will provide all notices and offer all opt out choices required by the CCPA in accordance with the CCPA. Publisher will not cause Growzee to be considered as a third party under the CCPA, and Publisher shall defend, indemnify and hold Growzee harmless at all times for any claims related to, or arising from, an End Users’ and/or any third party in connection with Growzee’s and/or the Advertisers use and/or transfer of the End User’s data in connection with the Growzee Services.

10.4. To the extent that in accordance with applicable law Publisher needs a Data Processing Agreement (“DPA”) in place with Growzee, Publisher is asked to request it from Growzee and return it signed. In the event that Publisher fails to comply with any data protection or privacy law or regulation, the GDPR and/or any provision of the DPA, and/or fails to return an executed version of the DPA to Company, then: (a) to the maximum extent permitted by law, Publisher shall be solely and fully responsible and liable for any such breach, violation, infringement and/or processing of personal data without a DPA by Growzee and Growzee’s affiliates and subsidiaries (including, without limitation, their employees, officers, directors, subcontractors and agents); and (b) in the event of any claim of any kind related to any such breach, violation or infringement and/or any claim related to processing of personal data without a DPA, Publisher shall defend, hold harmless and indemnify Growzee and Growzee’s affiliates and subsidiaries (including, without limitation, their employees, officers, directors, subcontractors and agents) from and against any and all losses, penalties, fines, damages, liabilities, settlements, costs and expenses, including reasonable attorneys’ fees.

10.5. Growzee provides Publisher with a specific in-game advertising service. Publisher must not use Growzee's Service in any manner which may infringe any law (including privacy or spam laws) or third party rights, including End User rights. Publisher needs to comply, when applicable, with his obligations under applicable laws such as GDPR, LGPD and, including, without limitation, as a data controller and/or as a business.

11. Disclaimers

11.1. Growzee is not responsible for the conduct, whether online or offline, of any Advertiser, End User, the Growzee Network or any additional third party, nor will be responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software or failure of email on account of technical problems or traffic congestion on the internet or at any website or combination thereof, including injury or damage to Publisher’s computer, device, software, system, server or program related to or resulting from the Publisher Account and/or the Growzee Services. Under no circumstances Growzee will be responsible for any loss or damage resulting from anyone’s use or inability to use their Publisher Account and/or the Growzee Services.

11.2. Growzee makes no warranties or representations (whether express or implied by law, statute or otherwise) with respect to his Publisher Account and/or the Growzee Services and/or anything thereof affecting him, the End Users or any third parties, or any content, products or services available therein or related thereto or that Growzee’ system, network, services, software or hardware (or any of which are provided to Growzee by third parties) will be error-free or uninterrupted or with respect to the quality, merchantability, fitness for particular purpose, non-infringement or suitability of the Growzee Services. All warranties, representations and implied terms and conditions are hereby excluded to the fullest extent permitted by law.

12. Limitation of Liability; Indemnification

12.1. In no event Will Growzee be liable for any direct, indirect, special, incidental, consequential or punitive loss, injury or damage of any kind or for any loss of business, reputation, revenue, profits and/or data that arises under or in connection with these Terms or that results from the use of, or the inability to use, the Growzee Services, even if Growzee have been advised of the possibility of such loss.

12.2. Notwithstanding anything to the contrary between the parties, in any event, Growzee’s total, aggregate liability for all damages and losses arising under or in connection with these Terms, or that result from Publisher’s use of or inability to use the Growzee Services, or in connection with any act or omission of any third party, including but not limited to Advertisers and/or End User, or any indemnification obligation or applicable law regarding data protection or privacy (including, without limitation, the DPA), whether in contract, tort (including negligence) or for breach of statutory duty or in any other way, shall not exceed the Consideration actually received from Publisher over the previous three (3) months preceding the date of the event giving rise to the liability.

12.3. Publisher shall defend, indemnify and hold Growzee harmless from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including legal fees) resulting or arising from (i) Publisher’s breach of these Terms; (ii) his use of his Publisher Account and/or the Growzee Services, and/or (iii) any claims regarding the Game and/or Placement Inventory and/or advertising campaigns (including without limitation IP infringement and privacy claims). Without derogating from or excusing Publisher’s obligations under this section, Growzee reserves the right (at Publisher’s own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by Publisher if he chooses not to defend or settle it. Publisher agrees not to settle any matter subject to an indemnification by him without first obtaining Growzee’s express approval.

12.4. Without prejudice to any other rights or remedies available to Growzee under this T&C or otherwise, Growzee shall be entitled to set off any payments otherwise payable by Growzee to Publisher hereunder, against any liability of Publisher to Growzee, including (but not limited to) any claims Growzee has against Publisher resulting from or arising from his breach of this Agreement and/or his use of the License and/or Software and/or Publisher Account and/or Exchange and/or Ad Serving Solution.

13. Confidential Information

13.1. Each party shall keep confidential and shall not disclose to any third party any and all proprietary information or confidential information disclosed to it by the disclosing party, and/or relating to the business, processes, practices, products, customers, accounts, finance or contractual arrangements or trade secrets of the disclosing party and any information concerning the Growzee Services, pricing of Ad Serving Solution campaigns, or the substance of any report, recommendations, advice, test disclosed in relation to any of the aforementioned (“Confidential Information”), and shall use such Confidential Information solely for the performance of its obligations under this T&C. If either party becomes aware of any breach of confidence by any of its employees, agents, or subcontractors, it shall promptly notify the other party and give the other party all reasonable assistance in connection with any proceedings, which the other may institute against any such persons.

13.2. The obligations in Section 19 shall not apply to information that :(i) was already known to the receiving party prior to disclosure by the other party, (ii) that is in the public domain or which becomes part of the public domain through no fault of the receiving party, or (iii) to any information that is required to be disclosed by law. Either party may disclose Confidential Information that has been approved in advance in writing by the other party for disclosure.

13.3. No press release in respect of the execution of these Terms or any matters arising therefrom may be released by either party in respect of these Terms without the express written approval of the other party, save that each shall be entitled to make reasonable references to the other party and to the provisions of these Terms in their own corporate literature in connection with the promotion of that party’s business.

14. Force Majeure

14.1. If either party is prevented or delayed in the performance of any of its obligations under these Terms by Force Majeure, that party shall:

14.1.1.  Promptly serve notice in writing on the other party specifying the nature and extent of the circumstances giving rise to Force Majeure and the measures it is taking to remedy and/or mitigate the effects; 

14.1.2. Use all reasonable endeavors without being obliged to incur any expenditure to mitigate the effects of Force Majeure and/or bring the Force Majeure event to a close, or to find a solution by which these Terms may be performed despite the continuation of the Force Majeure event;

14.1.3. Have no liability in respect of the performance of such of its obligations as are prevented by the Force Majeure events during the continuation of such events, and;

14.1.4. For such time after the affected Party ceases to perform its obligations as is necessary for that party, use its reasonable endeavors to recommence its affected operations in order for it to perform its obligations.

14.2.For the purposes of these Terms, “Force Majeure” means any cause beyond the reasonable control of the parties including, without limitation, any of the following:

14.2.1.Act of God;

14.2.2.War, insurrection, riot, civil disturbance, acts or attempted acts of terrorism;

14.2.3.Fire, explosion, flood, storm;

14.2.4.Theft or malicious damage;

14.2.5.Strike, lock-out, or other industrial dispute (whether involving the workforce of the party so prevented or any other party), third party injunction;

14.2.6.National defense requirements, acts or regulations of national or local governments; or

14.2.7.Inability to obtain essential power, raw materials, labor, malfunction of machinery or apparatus.

15. Third Party Sources

15.1. The Growzee Service (or any part thereof) may use or include third party software, files and components that are (or might be) subject to open source and third party license terms (“Third Party Sources”). Publisher’s right to use such Third Party Sources as part of, or in connection with, the Growzee Service is subject to acknowledgements and license terms accompanying such Third Party Sources, contained therein or related thereto. This Agreement does not apply to any Third Party Sources accompanying or contained in the Growzee Service and Growzee disclaims all liability related thereto.

15.2. Publisher acknowledges that Growzee is not the author, owner or licensor of any Third Party Sources, and that Growzee makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Sources. UNDER NO CIRCUMSTANCES SHALL THE GROWZEE SERVICE OR ANY PORTION THEREOF (EXCEPT FOR THE THIRD PARTY SOURCES CONTAINED THEREIN) BE DEEMED TO BE “OPEN SOURCE” OR “PUBLICLY AVAILABLE” SOFTWARE.

16. Miscellaneous

16.1. Any notice or other documents to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered by hand or sent by recorded delivery to the other Party at an address noted in this Section 21.1. Any such notice or other documents shall be deemed to have been received by the addressee five (5) business days following the date of dispatch if the notice or other document is sent by registered post, or in the following business day after the day in which the notice is delivered by personal delivery or by confirmed email.

16.1.1.  In the case of Growzee, notice shall be sent to contact@growzee.io

16.1.2. In the case of the Publisher, notice shall be sent to the Email address given by the Publisher upon registering a Publisher Account with Growzee.

16.2. In the event Publisher’s information should change at any time and for whatever reason, Publisher undertakes to send Growzee notification in writing as soon as possible with an updated and relevant Email address replacing the previous one, for Growzee to send, and for Publisher to receive, notices in accordance with this T&C.

16.3.  In the event that Publisher registered with a different name then the name that appears on the invoice Publisher sent Growzee, Publisher agrees that: (i) the Growzee Services will be provided ony to the name registered (i.e., the Publisher (as this term is defined above)); (ii) if there is a payment to be made, it will be remitted to the addressee on the invoice only (“Addressee”). Publisher further agrees, that both him and Addressee release Growzee from any liability and from further payment obligations, and that both Publisher and Addressee will be jointly and severally liable to Growzee under this Agreement.

16.4.  There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between Publisher and Growzee in connection with this T&C. Neither party has the authority to bind the other (including  the  making  of  any  representation  or  warranty,  the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this T&C.

16.5. Except where Publisher has received Growzee’s prior written consent, Publisher may not assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this T&C or any rights under this T&C, or subcontract any or all of his obligations under this T&C, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.

16.6. These Terms shall be governed by and construed in accordance with the laws of the State of Italy without giving effect to conflicts of law principles. Publisher irrevocably agrees to submit, for the benefit of Growzee for the settlement of any claim, dispute or matter arising out of or concerning this Agreement or its enforceability and Publisher waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.

16.7. Whenever possible, each provision of this T&C will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of these Terms or any other provision hereof.

16.8. This T&C embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior agreement or understanding between the parties in relation to such subject matter. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this T&C. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing.

16.9. A person who is not a party to this T&C has no right to rely upon or enforce any term of this Agreement.

16.10. Unless specifically agreed otherwise, Growzee shall be entitled to make or send public announcements, communications or circulars concerning Publisher’s engagement with us, and Publisher hereby permits Growzee and anyone on its behalf (including without limitation Growzee’s affiliates and/or partners) to display his name and logo, as well as the right to use screenshots/videos of the Game(s) in Growzee’s marketing materials and/or website. In addition, upon request of Advertisers from Growzee, Growzee may submit to Advertiser screenshots and/or videos of the Game(s) in which Advertisements are displayed to be used by Advertisers for their own marketing purposes ("Creatives”), provided however that Advertisers will confirm in writing that: (i) the use of the Creatives is to be made only for as long as the Game is available; (ii) the name of the Game, the Publisher and Growzee shall be credited; (iii) upon request of Publisher, Advertiser shall immediately cease to use the Creatives.