General Terms and Conditions

These general terms and conditions (the “Terms”) govern the contract between ICardoo Digital Marketing S.r.l., with registered office at Via Lussu SNC, 07100 Sassari (SS), Italy, VAT number IT02756180903 (“ICDM”), owner of the HBAgency brand, and any party that owns or controls one or more mobile applications and wishes to monetise their advertising space through ICDM’s services (the “Publisher”).

The Service is reserved for professional operators acting in the course of their business or profession. The provisions of the Italian Consumer Code therefore do not apply.

Definitions

• App: the mobile application for iOS, Android or other operating systems, distributed through the App Store, Google Play or other stores, indicated by the Publisher at registration or later approved by ICDM.
• HBAgency SDK: the software development kit, libraries, mediation adapters, technical documentation and APIs provided by ICDM to integrate the Service into the App.
• Ad Space: the positions within the App where Ads are shown, in banner, interstitial, rewarded, native, app open or other supported formats.
• Ads: advertising content sold by ICDM, directly or through SSPs, ad exchanges, ad networks and in-app bidding partners, to advertisers (“Advertisers”).
• Store: the Apple App Store, Google Play and any other app distribution platform.
• Invalid Traffic: any impression, click, install or interaction not generated by a real user with genuine intent, as defined in Article 5.
• Dashboard: the online reserved area where the Publisher views reports, revenue and settings.

The Terms are published at https://www.hbagency.it/termini-e-condizioni. The Publisher accepts them by ticking the relevant box at registration and, for the clauses listed in Article 19, by a second specific acceptance. Registration is free of charge. The contract is formed when ICDM approves the account and the App, after verifying their eligibility. ICDM may refuse an application if the App does not comply with these Terms or, under its commercial policy, is not of interest to Advertisers.

The Service is provided in Italy, in the European Union and in non-EU countries, in Italian and English.

ICDM offers the Publisher an in-app monetisation service (the “Service”) that includes: selling the App’s Ad Space to Advertisers through in-app bidding, mediation and direct sales; providing the HBAgency SDK; optimising formats, placements and floor prices; reporting through the Dashboard; consulting on digital advertising and marketing. Any custom App development or integration services are governed by a separate agreement.

2.1 To use the Service, the Publisher creates an account, which ICDM must approve. ICDM may at any time request information and documents to verify identity, registered office, tax details and ownership of the App, for example read-only access to the Store developer account or the developer page.

2.2 Only one account per Publisher is allowed, including entities under its direction or control; one account may contain multiple Apps. If multiple accounts are created, ICDM may terminate them under Article 8 and the Publisher is not entitled to further payments for the duplicate accounts.

2.3 The Publisher keeps safe its Dashboard credentials and the API keys or app IDs provided by ICDM, and is responsible for any use made of them.

2.4 ICDM may refuse or limit access to the Service, giving the Publisher its reasons unless the law or security reasons prevent it.

3.1 The Publisher is solely responsible for the App, its content, operation and maintenance, and its compliance with Store policies and applicable law, including data protection law.

3.2 The Publisher warrants that the App does not and will not contain unlawful content, including child sexual abuse material, pornographic or violent content, content inciting hatred or discrimination, or content infringing third-party intellectual property or reputation, nor features amounting to malware, spyware or covert data collection.

3.3 The Publisher informs ICDM in advance if the App is directed, wholly or partly, at children under 14, or is classified as an app for families or children (for example in the Google Play Families programme or the App Store Kids category). In that case the restrictions of Article 6.5 apply.

3.4 The Publisher indemnifies ICDM against any claim, cost or expense, including legal fees, arising from third-party claims relating to the App or to acts or faults of the Publisher.

4.1 Licence. For the term of the contract, ICDM grants the Publisher a non-exclusive, non-transferable, non-sublicensable, royalty-free and revocable licence to integrate the HBAgency SDK into the App for the sole purpose of using the Service. Open-source components included in the SDK remain subject to their own licences, listed in the documentation.

4.2 Correct integration. The Publisher integrates the SDK following ICDM’s technical documentation, without modifying its code or behaviour, and tests the integration in test mode before publishing on the Store. Test ads do not generate revenue and must not be shown in production.

4.3 Updates. The Publisher undertakes to install SDK updates that ICDM marks as mandatory within [60] days of notice, or within any shorter period required for security, legal compliance or alignment with Store policies. Unsupported versions may stop receiving Ads.

4.4 app-ads.txt and sellers.json. The Publisher publishes and keeps up to date the app-ads.txt file on the developer domain shown in the Store listing, including the lines provided by ICDM. The Publisher agrees to be listed in ICDM’s sellers.json file, by name or as confidential under IAB Tech Lab rules. Without a correct app-ads.txt, advertising demand may decrease or stop entirely, without liability for ICDM.

4.5 Third-party SDKs. If the Service involves mediation with third-party ad networks, the Publisher integrates their SDKs and adapters and accepts their terms. ICDM is not liable for the operation of third-party SDKs.

4.6 Data collected by the SDK. The SDK collects the technical data needed for advertising, measurement and fraud prevention, as described in the documentation and in ICDM’s privacy policy. The Publisher declares this data accurately in the App Store “App Privacy” section and the Google Play “Data safety” section, and includes in the App the privacy manifest required by Apple for the SDK.

5.1 The Publisher uses the Service only as provided in the Terms and the documentation, without interfering with it or accessing it by means other than the SDK, APIs and Dashboard provided by ICDM. The Service is a professional tool.

5.2 Invalid Traffic. The Publisher does not generate or allow, directly or through third parties, artificial impressions, clicks, installs or interactions. In particular, the following are prohibited:

• clicks or impressions generated by the Publisher, its employees or devices under its control;
• bots, emulators, device farms, scripts or other automated tools;
• ads loaded or shown in the background, with the App not in the foreground or with the screen off;
• ads that are overlaid, hidden, stacked, shrunk below minimum sizes or shown outside the visible area;
• placements that cause accidental clicks, for example ads next to navigation buttons, ads that appear suddenly during interaction, or hidden close buttons;
• interstitials shown on App launch or exit in breach of Store policies, or so frequently that they hinder use of the App;
• incentives to click or interact with ads, except for rewarded formats provided by ICDM and used according to their rules;
• misrepresentation of the App’s identity (bundle ID, store URL) or of the traffic.

5.3 Ads. The Publisher does not modify, filter, reorder or alter the content of Ads and does not insert content between the Ad and the Advertiser’s destination. It follows ICDM’s formats and instructions and, if third-party ads are also present in the App, displays them so as not to create confusion with those provided by ICDM. Ads must not be shown on screens with no editorial or functional content.

5.4 Store policies. The Publisher complies at all times with the App Store Review Guidelines, the Google Play Developer Program Policies and their advertising policies. ICDM is not liable for removal or suspension of the App by a Store due to the Publisher’s acts.

5.5 Representations and warranties. The Publisher represents and warrants that: (a) it is of legal age and has full authority to enter into the contract; (b) it owns the App or is authorised to act on behalf of its owner, and controls the Store developer account; (c) it makes the technical and editorial decisions about the App; (d) ICDM has never closed an account of the Publisher for breach of the Terms; (e) the contract does not breach any agreement with or right of third parties; (f) all information provided to ICDM is accurate and up to date.

5.6 The Publisher communicates any information about the Ads shown in the App only to ICDM, not to third parties.

6.1 The Publisher is the controller of the App users’ data. ICDM and the Advertisers and technology partners act, for their own advertising purposes, as independent controllers or, where applicable, as processors, as set out in the attached data processing agreement (DPA), which forms an integral part of the contract.

6.2 Before the SDK accesses or stores information on the device, the Publisher obtains user consent where required by the GDPR, Article 122 of the Italian Privacy Code and the decisions of the Italian Data Protection Authority. To this end, it integrates into the App a consent management platform (CMP) registered with IAB Europe and compliant with the Transparency & Consent Framework (TCF), which includes ICDM (vendor ID 1431) and the partners indicated by ICDM, and which stores the TC String in the standard device locations defined by the TCF.

6.3 On iOS, the Publisher shows Apple’s App Tracking Transparency prompt before any access to the IDFA and respects the user’s choice.

6.4 The Publisher provides users with a clear and easily accessible privacy policy, both in the App and in the Store listing, describing the use of the HBAgency SDK and third-party technologies, with a link to ICDM’s privacy policy.

6.5 If the App is directed wholly or partly at children, the Publisher indicates this in the Dashboard settings and in ad requests through the relevant SDK flags. In that case ICDM serves only non-personalised, age-appropriate ads, in compliance with applicable law, including, where relevant, the GDPR, the Digital Services Act and the US COPPA.

6.6 The Publisher indemnifies ICDM against any damage, penalty or claim, judicial or extrajudicial, arising from breach of the obligations in this Article.

7.1 Calculation. The Publisher’s fee is a percentage of the net revenue collected by ICDM for Ads shown in the App, according to the revenue share shown in the Dashboard or in specific agreements between the parties. Because Ad Space is sold through auctions, impressions, clicks, eCPM or revenue cannot be guaranteed or determined in advance. The contract provides for no guaranteed minimum.

7.2 Reports and currency. Estimated revenue is visible daily in the Dashboard, in euros. For Ads sold in other currencies, final amounts are calculated at the exchange rate of the 10th day of the month following the reference month. Final reports may differ from estimates due to the adjustments in Article 7.5.

7.3 Measurement. ICDM’s tracking systems are authoritative for calculation purposes, and ICDM operates them in good faith and fairly. The Publisher may dispute reports in writing within 30 days of their final publication, attaching its own data; otherwise, the reports are deemed accepted.

7.4 Invoicing and terms. The Publisher issues an invoice, or equivalent tax document, for the amount shown in the payment report, including any stamp duty, INPS social security surcharge and other charges other than VAT. Payment is made within [30] days from the end of the month in which the invoice is received. An invoice may be issued only once at least EUR 80 has accrued; lower amounts roll over to following months up to a maximum of 24 months. ICDM pays amounts relating to revenue actually collected from Advertisers or advertising partners: if an Advertiser does not pay, the corresponding amount is not owed to the Publisher.

7.5 Invalid Traffic. Impressions, clicks and interactions that ICDM or its advertising partners consider Invalid Traffic, based on detection systems and industry criteria (for example the MRC IVT guidelines), do not generate revenue. ICDM may withhold, or offset against future payments, amounts already accrued or paid for such traffic, including chargebacks applied by advertising partners, giving the Publisher a reasoned notice.

7.6 Set-off. Amounts owed by the Publisher to ICDM on any basis, including damages, may be set off against fees, with prior notice, under Article 1243 of the Italian Civil Code. If the damage exceeds the fees, ICDM may take action for the difference.

7.7 Taxes. Unless the law provides otherwise, all taxes, duties and charges relating to its fees are borne by the Publisher.

8.1 ICDM may suspend with immediate effect the delivery of Ads to one or more Apps, or suspend payments, if there is a well-founded suspicion of Invalid Traffic, breach of the Terms or of Store policies, security risks or requests from authorities. ICDM gives the Publisher reasoned notice and, where possible, a period to remedy.

8.2 ICDM may terminate the contract under Article 1456 of the Italian Civil Code, by written notice including by email, in case of breach of Articles 3, 5, 6, 12, 13 or 14. In that case the Publisher loses the right to fees relating to the traffic involved in the breach, without prejudice to damages.

8.3 A Publisher whose account has been terminated for breach may not open a new account or monetise through other ICDM services.

8.4 ICDM may close the account if no App in it generates Ads for [6] consecutive months, with 30 days’ notice. In that case the Publisher may submit a new application.

8.5 Removal of the App from the Store, its transfer to third parties or loss of control of the developer account must be notified to ICDM within 7 days and ends the Service for that App. A new owner wishing to use the Service must open its own account.

9.1 The contract is for an indefinite term and starts from ICDM’s approval of the account.

9.2 The Publisher may withdraw at any time with 30 days’ written notice, including by email to info@hbagency.it, and by removing the HBAgency SDK from the next version of the App.

9.3 ICDM may withdraw at any time with 30 days’ written notice, including by email.

9.4 Upon termination for any reason: the Publisher removes the HBAgency SDK and ICDM’s lines from the app-ads.txt file within 30 days; ICDM pays the accrued fees, if equal to or above the EUR 80 threshold and not subject to the exclusions in Article 8.2, within 90 days from the end of the month of termination; amounts below the threshold are not owed; ongoing campaigns with Advertisers are completed according to ICDM’s instructions. Articles 6.6, 7, 12, 13, 14, 15, 16 and 18 survive termination.

10.1 ICDM may add, change or remove features of the Service and the SDK, notifying the Publisher in the Dashboard or by email when a change materially affects use of the Service.

10.2 ICDM may amend the Terms by notifying the Publisher by email and publishing the new version on hbagency.it. Amendments take effect 15 days after notice; those required by law, Store policies or the TCF may take effect immediately. If it does not accept the amendments, the Publisher may withdraw without notice before they take effect.

The Publisher authorises ICDM to run periodic tests, including without notice, on formats, floor prices, demand partners and mediation settings, in order to optimise revenue. ICDM limits tests to what is reasonably necessary and is not liable for temporary revenue variations resulting from them.

The Publisher may not assign the contract or subcontract its performance, in whole or in part, without ICDM’s written consent. In case of authorised assignment, the Publisher remains jointly liable for the assignee’s activities.

Each party treats as confidential the information received from the other in connection with the contract, including revenue share, financial terms, reports, non-public technical documentation and partner data. The obligation also binds staff and contractors, lasts for the term of the contract and 5 years after its end, and does not cover information already known or in the public domain. ICDM may name the App and use its icon among its clients only with the Publisher’s written consent.

14.1 ICDM retains exclusive ownership of the HBAgency brand and domains, the SDK, the Dashboard, the platform, software, algorithms, databases, documentation and every other element of the Service. Except for the licence in Article 4.1, the contract transfers no rights in them to the Publisher.

14.2 The Publisher may not copy, modify, decompile, disassemble or reverse engineer the SDK, or attempt to extract its source code, except within the mandatory limits of the law, nor use it to create a competing product. It may not remove copyright or proprietary notices.

14.3 The App and its content remain the property of the Publisher, which grants ICDM the right to use its name, icon and screenshots to promote the inventory to Advertisers.

15.1 The Service is provided “as is”. ICDM does not guarantee that every ad request will receive an Ad, nor minimum levels of fill rate, eCPM or revenue, nor uninterrupted availability of the Service.

15.2 ICDM is not liable for indirect or consequential damages, such as loss of profit or loss of users, nor for removal of the App from Stores due to the Publisher’s acts. Except in cases of wilful misconduct or gross negligence (Article 1229 of the Italian Civil Code), ICDM’s total liability does not exceed the fees paid to the Publisher in the 12 months preceding the event.

The Publisher holds harmless ICDM, its affiliates, agents and Advertisers from any third-party claim, penalty, damage and expense, including legal fees, arising from the App and its content, from the Publisher’s use of the Service or from breach of the Terms or applicable law.

17.1 The parties are autonomous and independent. The contract does not create any employment, mandate, partnership, representation or agency relationship.

17.2 Notices are sent to the email addresses shown in the account and to info@hbagency.it, or to the respective registered offices. Changes not notified in writing cannot be relied upon against the other party.

17.3 A party’s tolerance of the other’s breaches does not waive its rights. The invalidity of any clause does not affect the others.

17.4 The contract consists of these Terms, the DPA and the SDK technical documentation. In case of conflict, specific agreements signed by the parties prevail, followed by the Terms.

17.5 These Terms are a translation of the Italian original. In case of discrepancy, the Italian version prevails.

The contract is governed by Italian law. The Court of Sassari has exclusive jurisdiction over any dispute concerning the interpretation, performance and termination of the contract.

Pursuant to Articles 1341 and 1342 of the Italian Civil Code, the Publisher specifically approves the following clauses: Art. 2.4 (refusal or limitation of access); Art. 3.4 (indemnity); Art. 4.3 (mandatory updates); Art. 5.4 (exclusion of liability for removal from Stores); Art. 6.6 (privacy indemnity); Art. 7.3 (measurement and time limit for disputes); Art. 7.4 (minimum threshold and payment subject to collection); Art. 7.5 (Invalid Traffic and withholding); Art. 7.6 (set-off); Art. 8 (suspension and termination); Arts. 9.3 and 9.4 (ICDM’s withdrawal and amounts below threshold); Art. 10 (unilateral amendments); Art. 11 (tests); Art. 12 (no assignment); Art. 15 (limitation of liability); Art. 16 (indemnity); Art. 18 (jurisdiction).