Gravites Terms and Conditions 

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Version of March 1, 2025

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These General Terms and Conditions shall apply to all business relationships between AddApptr GmbH trading as Gravite Große Reichenstraße 27, 20457 Hamburg, Germany ("Gravite") and the party ("Partner") registered via the website (www.gravite.net) (hereinafter also referred to as "Contract"). The General Terms and Conditions, as amended, shall be considered a master agreement also with respect to future contracts relating to the rendering of services in the context of marketing advertising inventory and advertising space, in particular in apps ("Advertising Space"), with the same Partner without reference having to be made to the General Terms and Conditions in each and every individual case; the Partner will be notified of any changes to these General Terms and Conditions. Gravite and the Partner shall also be referred to as a "Party" and collectively as the "Parties".
 

1. Scope/ Representation of the Partner
 

1.1 Gravite shall act as agent for the Partner for placing advertising on the Partner's Advertising Space and shall also act as contracting agent for the Partner. Gravite's services place the Partner in a position to manage and optimise the marketing of its Advertising Space vis-à-vis individual or several advertising partners which market the Advertising Space by way of placement or use of ads, in particular vis-à-vis direct ad networks, RTB marketplaces ("Ad Networks") or vis-à-vis marketers, agencies and other advertising partners. For this purpose, Gravite shall provide to Partner an SDK and shall grant the Partner access to Gravite’s dashboard (the "Gravite Services").

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1.2 Unless agreed otherwise by the Parties, the Gravite Services shall in particular comprise the following services to be rendered by Gravite:

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1.2.1 Gravite shall manage the Partner's accounts with respect to the individual Ad Networks. On behalf of the Partner, Gravite shall define the Partner's requirements vis-à-vis the Ad Networks in the form specified by the Partner in the context of the settings of the Gravite Services. In particular, Gravite shall track and manage the ad tags, maintain blacklists and control the performance.

1.2.2 Gravite shall represent the Partner when marketing the Advertising Space vis-à-vis Ad Networks with which Gravite maintains contractual relationships.

1.2.3 Gravite shall report to the Partner the turnover generated with individual Ad Networks and pay to the Partner the respective amounts subject to the conditions specified in section 3. The Partner has the ability to log in to the Gravite Dashboard for this purpose.

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1.3 Gravite shall provide the Partner with assistance with respect to identification, selection and management of Ad Networks and represent the Partner vis-à-vis the Ad Networks. The Partner shall therefore appoint and designate Gravite as its representative and agent responsible for the performance of activities that have been transferred to Gravite subject to the provisions of these General Terms and Conditions, in particular marketing of Advertising Space.

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1.4 At the Partner's request, Gravite may manage the Partner's accounts with Ad Networks with whom the Partner directly concluded a contract for marketing Advertising Space ("Partner Ad Network"). In this case, the Partner is responsible for invoicing the Partner Ad Network and will be paid directly by the Partner Ad Network; any amounts that the Partner Ad Network owes to the Partner shall be considered revenues within the meaning of paragraph 3.1. Should Gravite not have any access to the Partner's accounts with a Partner Ad Network, the Partner shall place at Gravite's disposal the information required, including the corresponding evidence, for calculating the revenues within the meaning of paragraph 3.1. 

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1.5 Gravite has the right to change these General Terms and Conditions and/or Gravite Services with future effect if (i) Gravite has given the Partner six (6) weeks' prior notice of this change (in writing or by e-mail) and the Partner has failed to object to this change within this period of notice (in writing or by e-mail) and (ii) the changes are reasonable for the Partner, in particular if the change will not result in a reduction of the scope of performance. Gravite shall in any case be entitled to implement a change at any time should statutory provisions or orders by public authorities or court require such a change. Internal changes in the technical characteristics of Gravite Services not relating to the Gravite Services that are not apparent for or may not be perceived by external parties shall, however, not be interpreted as changes within the meaning of this paragraph 1.5 and may be implemented by Gravite at any time.
 

2. Licence

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2.1 Subject to the conditions specified by these General Terms and Conditions, Gravite shall grant the Partner the non-exclusive, non-transferrable, non-sub-licensable, world-wide right to use the Gravite Services.

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2.2 The Partner shall not grant third parties any licences, sub-licences or any other rights with respect to Gravite Services; the Partner shall not sell, rent out, lease, transfer, distribute, temporarily use together with others or use in any other way, allow to be used, place at the disposal of third parties or have placed at third parties' disposal the Gravite Services, in particular not as "software as a service" or as "service bureau".

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2.3 Unless otherwise agreed in these General Terms and Conditions, any rights in Gravite Services – including in a form that may be changed, updated and/or supplemented from time to time - shall remain exclusively with Gravite.

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2.4 The Partner may not integrate or apply any additional third-party optimisation tools (mediation layers) or advertising SDKs apart from the Gravite Services and the corresponding Gravite SDK (software development kit). Otherwise the operation of Gravite Services shall not be safeguarded.

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3. Consideration and Payment

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3.1  In return for rendering Gravite Services, Gravite shall be paid

20% of the Revenues actually generated per month with respect

to Ad Networks, and, where applicable, plus applicable value-added tax ("Fee").

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"Revenues" means the income the Partner is entitled to vis-à-vis the Ad Networks due to Gravite Services minus value-added taxes, agency or any other commission (tech fees), fees, other taxes, third-party data or transaction fees that the Ad Network or Gravite may be charged or that may be withheld by it. Should any defaults or delays occur in payment, such defaulting payments shall be deducted accordingly from the revenues.

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3.2 Gravite shall report to the Partner the actual Revenues generated with individual Ad Networks within fifteen (15) days of the end of the respective calendar month.

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3.3 Gravite undertakes to pay the Revenues actually generated by Gravite minus the Fee within a period of sixty (60) days after the end of the respective calendar month if the amount to be paid is at least EUR 100. Gravite shall issue to the Partner a corresponding credit note and pay the amount to the Partner on the third banking day after the end of the period. Should the amounts be subject to statutory value-added tax, value-added tax shall be added. With respect to revenues that the Partner shall receive directly from the Partner Ad Networks, Gravite shall issue a corresponding invoice for the Fee. This Fee shall be payable by the Partner within sixty (60) days of expiry of the respective calendar month.

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3.4 Gravite has the right, in the event that an Ad Network makes a justified retrospective correction to its accounting, to invoice the Partner for any retrospective liabilities that arise from this correction. In cases of doubt, this retrospective liability shall be accounted for in the following accounting period.

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The same shall apply in the event of currency fluctuations result in a deviation between the amount charged by the Ad Network and the amount actually paid. In this case, Gravite has the right to invoice the Partner for this difference to the previous accounting that has arisen due to currency fluctuations. The same shall apply for the Partner's accounting in the sense of paragraph 3.3., sentence 4 of these General Terms and Conditions.

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3.5 The Partner has the right to have Gravite’s respective books, accounts and documents audited by an independent auditor commissioned by the Partner at the Partner’s own expense; the auditor will exclusively review whether Gravite has complied with the terms of payment under these General Terms and Conditions. Such a review by the auditor may only be conducted at Gravite's business premises during Gravite's ordinary business hours and it shall be performed in such a way as to avoid interrupting or impairing Gravite's ordinary course of business. The Partner does not have the right to have such an audit or review performed any more frequently than every twelve (12) months. Gravite has the same audit right vis-à-vis the Partner with respect to revenues generated by Partner Ad Networks.
 

4. Obligations of Partner

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4.1 Should Gravite on behalf of a Partner collect data with persons who use the Partner's apps ("End Users") or process or use such data, the Partner will have to comply with any data protection law obligations vis-à-vis End Users, and will in particular have to assume the obligations to be assumed by the responsible party within the meaning of the General Data Protection Regulation (GDPR). The partner undertakes to make sure his app uses the consent interface of Gravite’s SDK (Applies only in case the consent interface of the Gravite SDK is used by the publisher) correctly, namely the app may only pass an End User’s consent if that consent was obtained lawfully, beforehand. The Partner undertakes, where necessary through a valid declaration (Art. 7 ff. GDPR), to make sure in its contractual relationships with End Users that Gravite
 

4.1.1 may collect, process and use the data in conjunction with the provision of the Gravite Services as well as performance of its duties under these General Terms and Conditions in accordance with the Contract;

4.1.2 may use the data in particular for the following purposes: interest-based advertising and modelling; visualisation, analysis and reporting, re-targeting, geo-localisation;

4.1.3 may share this data with affiliated Ad Networks and Partners for these purposes;

4.1.4 may prepare aggregated statistics (including statistics compiling data from other Gravite partners) for the purpose of internal use and marketing (provided that no information that would enable End User identification is contained);

4.1.5 may disclose data should this be required by law or a valid order by a court or a public authority.
 

4.2 The Partner shall provide Gravite with a valid declaration upon request at any time.
 

The Partner shall further ensure that the transparency requirements of Article 13 ff. GDPR have been complied with and that Gravite, where possible, is specifically named as the recipient of these data in the corresponding data protection declarations.
 

In the event that the Partner fails to comply with these requirements laid out in paragraph 4.1 and in the event that Gravite becomes the subject of litigation from third parties for failure to adhere to data protection regulations as a result, then the Partner shall release Gravite from all justified claims, including legal costs.
 

4.3 The Partner undertakes to comply with any additional laws, provisions and regulations that may be applicable with respect to use of Gravite Services. The Partner undertakes to use Gravite Services exclusively for its lawful business purposes in compliance with the present General Terms and Conditions. The Partner shall furthermore
 

4.3.1 refrain from impairing or interrupting the integrity or performance of Gravite Services or data therein contained;

4.3.2 refrain from attempting to get unauthorised access to Gravite Services or the systems or networks associated with it.

4.4 Gravite is part of the digital advertising ecosystem and will as such comply with the IAB rules for a transparent supply chain. Following these rules Gravite will create a sellers.json standardized by the IAB. Gravite will publish the respective Partner data in the seller.json. Within the Gravite Dashboard Partner is able to reject its consent to publish the data.

4.5 The Partner guarantees that the contents on which Advertising Space is marketed do not comprise any obscene, slanderous, libellous, fraudulent or illegal contents or contents related to gambling ("Unauthorised Contents"). Gravite reserves the right to discontinue Gravite Services for a Partner to the extent and for as long as the Advertising Space is related to Unauthorised Contents or the subject-matter of any other complaint by a Network.

4.6 The Partner acknowledges that Gravite – in the event of delay or default in payment, lack of credit standing, inadequate advertising or material breaches– reserves the right to discontinue Gravite Services until this matter has been clarified to the satisfaction of Gravite and the Partner.

4.7 The Partner shall indemnify Gravite against demands being made against Gravite by Networks insofar as Gravite – in the context of discontinuance of Gravite Services according to paragraph 4.3 and 4.4 – has the duty to pay damages or a contractual penalty.

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5. Confidentiality

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5.1 Either Party acknowledges that in the context of these General Terms and Conditions it will receive information from the respective other Party that such other Party considers to be worthy of protection and confidential and which therefore needs to be protected against disclosure to the public ("Confidential Information"). The term "Confidential Information" in accordance with the present General Terms and Conditions shall include but not be limited to any information that has been identified as confidential and that has been disclosed to the other Party prior to, after or upon conclusion of the present General Terms and Conditions and that relates to Gravite Services as well as any other information or business secrets that have been disclosed between the Parties and that relate to the respective other company, partners, products, marketing and sales plans, financial status, product development plans, strategies and the like.

5.2 The Parties shall treat the Confidential Information as confidential and refrain from disclosing such information to third parties and only use such information for purposes associated with this Contract.

6. Warranty

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6.1 Gravite shall provide Gravite Services in a professional way.

6.2 Gravite assumes no warranty with respect to Ad Networks and marketing of the Advertising Space by Ad Networks; in particular not in conjunction with problems with respect to

6.2.1 advertising or any other contents supplied to an End User;

6.2.2 technologies, products or services provided by Ad Networks;

6.2.3 interaction between the End User and an Ad Network.

6.3 The Partner acknowledges that Gravite will act in capacity of an agent and a representative vis-à-vis Ad Networks and that any actions undertaken or omitted by Ad Networks shall not be attributable to Gravite.

7. Breach of Third-Party Rights

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7.1 Should third parties take recourse against the Partner on the grounds of infringement of their rights by way of utilisation of Gravite Services ("Infringement"), the Partner undertakes as follows

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7.1.1 to notify Gravite without undue delay of the existence of such a claim;

7.1.2 to offer to Gravite the sole and exclusive right to defend against and/or settle such a claim; and

7.1.3 to cooperate with Gravite in a reasonable way in the context of such a claim.

7.2 In case of an infringement, Gravite has the right to substitute or modify the Gravite Services in such a way and in order to avoid the infringement for as long as Gravite Services offer a substantially equivalent functionality.

8. Limitation of Liability

8.1 Gravite shall be held liable without limitations for defects, if any, that may be caused by it or by its vicarious agents

8.1.1 should duties have been breached with intent or gross negligence;

8.1.2 in case of mandatory liability under statutory law;

8.1.3 should defects have been concealed with intention to deceive; and

8.1.4 should a person, as a result of a negligent act or omission, have suffered a physical injury, should a person have died and/or should the state of health of a person have damaged.

8.2 Should a duty, the performance of which only makes it feasible to perform the contract and the observance of which the Partner may reasonably rely on and/or the breach of which would jeopardise achievement of the purpose of the contract (hereinafter referred to as "Material Contractual Obligation") have been breached as a result of a negligent act or omission, Gravite shall be liable for loss or damage in the amount that was typical and foreseeable on conclusion of the present General Terms and Conditions unless liability is unlimited for any reason according to paragraph 8.1. In all other cases Gravite's liability shall be excluded, whatever the legal basis is. In particular, the liability without fault to be assumed for defects that existed upon conclusion of contract (in accordance with section 536 a paragraph 1, sentence 1 German Civil Code, BGB) shall be excluded.

8.3 In particular, Gravite shall not assume any liability for loss or damage caused by the following

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8.3.1 compliance with designs, data, instructions or specifications that had been provided by the Partner;

8.3.2 changes in Gravite Services by a party other than Gravite without Gravite's explicit approval;

8.3.3 combination, operation or utilisation of Gravite Services together with other applications, parts of applications, products, data or services should it not be Gravite Services themselves that are responsible for the breach.

9. Indemnification by Partner

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The Partner shall indemnify Gravite and its officers, members of the board of management, employees, agents and representatives (hereinafter referred to as "Person at Gravite to be Held Harmless") against any claims for damages, loss and liability under a claim for or in conjunction with a breach of contractual duties under the present General Terms and Conditions, in particular on the grounds of breach of paragraph 4.1. The Partner undertakes to defend at its own expense the Person at Gravite to be Held Harmless against any such claims in line with Gravite's request and undertakes to take on the damages actually awarded or paid in connection with it, including reasonable fees and expenses incurred for legal representatives.

10. Term, Termination

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10.1 The Contract shall be concluded for an indefinite term.

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10.2 This Contract may be terminated by either Party subject to thirty (30) days' written notice to the other Party.

11. Final Provisions

11.1 Should one or several provisions of these General Terms and Conditions be or become invalid, this shall not affect the validity of the remaining provisions of the General Terms and Conditions. This invalid or unenforceable provision shall be replaced by a valid provision to be agreed between the Parties that most closely corresponds to the economic purpose and intention of the Parties both legally speaking and in fact. The same shall apply should it be discovered that one or several point(s) has/have not been covered by the Contract, i.e. omitted.

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11.2 The present General Terms and Conditions and its annexes reflect in full and appropriately the contents of the agreements made between the Parties. No ancillary agreements have been made orally. Changes in or amendments to these General Terms and Conditions as well as the present paragraph 11.2 shall only be valid and take effect if made in writing.

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11.3 These General Terms and Conditions shall be governed by the laws of the Federal Republic of Germany with the exception of the UN Sales Convention (CISG). Hamburg shall be deemed to have been agreed upon between the Parties as exclusive place of jurisdiction for any disputes arising from or in connection with these General Terms and Conditions.

11.4 With the agreement on the inclusion of these terms and conditions of Gravite GmbH, also the following documents are agreed upon:

• the Joint Controller Agreement in the meaning of sect. 26 GDPR provided that the collaboration of both parties determine the purposes and means of data processing including the annex,

• the technical and organisational measures including the annex,

• the Partner List.

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