Terms and Conditions

Effective Date: April 6, 2026
Last Updated: April 6, 2026

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and TRAFFIC SHARK LP ("AppGrade," "Company," "we," "us," or "our"), a limited partnership organized under the laws of Ontario, Canada, governing your access to and use of:

• Our website athttps://appgrade.pro (the "Website");
• Our demand-side advertising platform athttps://ads.appgrade.pro(the "Platform");
• All related services, features, content, and functionality (collectively with the Website and Platform, the "Services").

By accessing or using any part of the Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Services.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" and "your" shall refer to such entity.

2. Definitions

• "Advertiser" means a registered User who uses the Platform to create, manage, and execute in-app advertising campaigns.
• "Ad Creative" means any advertisement content, including but not limited to banner images, video files, native ad assets, and playable ad units, uploaded or submitted by an Advertiser through the Platform.
• "Campaign" means an advertising campaign created and managed by an Advertiser on the Platform, including all associated targeting parameters, budgets, bids, and Ad Creatives.
• "Consumer" means an end user of a mobile application who may view or interact with advertisements delivered through the Services.
• "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, including all applications and registrations, renewals, and extensions thereof.
• "SSP" (Supply-Side Platform) means a third-party technology platform that provides in-app advertising inventory.

3. Eligibility

To access and use the Services, you must:

• Be at least 18 years of age;
• Have the legal capacity to enter into a binding contract;
• Not be barred from using the Services under the laws of your jurisdiction;
• Not have been previously suspended or removed from the Services.

If you are using the Services on behalf of an entity, you must have the authority to accept these Terms on behalf of that entity.

4. Account Registration and Security

4.1 Registration

To access certain features of the Platform, you must register for an account. When registering, you agree to:

• Provide accurate, current, and complete information;
• Maintain and promptly update your account information;
• Keep your login credentials confidential and secure;
• Accept responsibility for all activities that occur under your account.

4.2 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials. You must notify us immediately atpartners@appgrade.pro if you become aware of any unauthorized use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to maintain the security of your account.

4.3 Account Verification

We reserve the right to verify the identity and legitimacy of any User or entity. We may request additional documentation, including but not limited to business registration documents, identification, or proof of authority, before granting or continuing access to the Services.

5. Services Description

5.1 Platform Services

AppGrade provides a demand-side platform that enables Advertisers to:

• Purchase in-app advertising inventory through real-time bidding (RTB 2.5 protocol);
• Create and manage advertising campaigns across multiple ad formats, including Banner, Video, Native, and Playable;
• Target audiences across 150+ countries;
• Optimize campaigns using automated bidding strategies, including target Cost Per Install (tCPI);
• Access campaign analytics and performance reporting;
• Utilize fraud detection and traffic quality monitoring.

5.2 No Guarantees of Performance

While we strive to deliver high-quality Services, we do not guarantee any specific results, including but not limited to impression volumes, click-through rates, install rates, return on ad spend, or campaign performance metrics. Advertising results depend on numerous factors beyond our control, including Ad Creative quality, market conditions, app quality, and end-user behavior.

5.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice. We will use commercially reasonable efforts to notify registered Users of material changes to the Services.

6. Advertiser Obligations

6.1 Ad Creative Compliance

As an Advertiser, you represent and warrant that all Ad Creatives and advertised products or services:

• Comply with all applicable laws, rules, and regulations in each jurisdiction where ads are served;
• Do not infringe upon or violate the Intellectual Property Rights of any third party;
• Do not contain false, misleading, or deceptive content;
• Do not promote illegal products, services, or activities;
• Do not contain malware, spyware, or any malicious code;
• Do not promote gambling, adult content, tobacco, weapons, or controlled substances unless explicitly approved by AppGrade in writing and permitted by applicable law;
• Comply with the advertising policies of applicable app stores (Apple App Store, Google Play Store) and SSP partners;
• Include required disclosures and comply with applicable advertising standards.

6.2 Data Protection

If you provide any personal data to AppGrade or receive any personal data through the Services, you agree to:

• Comply with all applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), Canada's Personal Information Protection and Electronic Documents Act (PIPEDA), and any other applicable privacy legislation;
• Obtain all necessary consents and provide all necessary notices to data subjects;
• Use any data received through the Services solely for the purposes agreed upon and in accordance with our Privacy Policy;
• Not attempt to re-identify any de-identified or aggregated data provided through the Platform.

Our processing of personal data in connection with the Services is governed by ourPrivacy Policy.

6.3 Prohibited Activities

You agree not to:

• Use the Services for any unlawful purpose or in violation of these Terms;
• Submit Ad Creatives that contain viruses, worms, Trojan horses, or other harmful code;
• Attempt to gain unauthorized access to the Platform, other accounts, or any related systems or networks;
• Use any automated means (bots, scrapers, crawlers) to access or interact with the Services, except through our provided APIs;
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Platform;
• Interfere with or disrupt the integrity or performance of the Services;
• Copy, modify, distribute, or create derivative works of any part of the Services;
• Frame, mirror, or otherwise incorporate any part of the Services into any other website or service;
• Circumvent, disable, or interfere with any security features of the Services;
• Generate fraudulent impressions, clicks, installs, or other conversion events;
• Use the Services to collect information about Consumers beyond what is necessary for ad delivery and attribution;
• Resell, sublicense, or redistribute access to the Services without prior written consent;
• Impersonate any person or entity, or misrepresent your affiliation with any person or entity.

7. Fees and Payment

7.1 Pricing

Fees for the Services are based on the pricing model agreed upon during account setup. Common pricing models include Cost Per Install (CPI), Cost Per Mille (CPM), and other performance-based metrics. Specific pricing terms will be communicated to you during the account onboarding process or as otherwise agreed in writing.

7.2 Payment Terms

• All fees are stated and payable in United States Dollars (USD) unless otherwise agreed in writing.
• Payments are due in accordance with the billing terms established for your account.
• You are responsible for all taxes, duties, and levies applicable to your use of the Services.
• We reserve the right to suspend or terminate your account for overdue payments.

7.3 Non-Refundable Fees

All fees paid are non-refundable except as expressly provided in a separate written agreement between you and AppGrade. Unused campaign budgets may be subject to specific refund or credit policies communicated to you during account setup.

7.4 Pricing Changes

We may modify our pricing at any time. We will provide at least 30 days' written notice (via email or the Platform) of any material pricing changes. Your continued use of the Services after the effective date of such changes constitutes acceptance of the new pricing.

8. Intellectual Property

8.1 AppGrade Ownership

The Services, including all content, features, functionality, software, code, data, text, graphics, logos, trademarks, and other materials (collectively, "AppGrade Content"), are owned by or licensed to TRAFFIC SHARK LP and are protected by Canadian and international Intellectual Property Rights laws.

Nothing in these Terms grants you any right, title, or interest in or to the AppGrade Content, except for the limited right to use the Services in accordance with these Terms.

8.2 Advertiser Content

You retain ownership of your Ad Creatives and other content you submit to the Platform ("Advertiser Content"). By submitting Advertiser Content, you grant AppGrade a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, display, distribute, and transmit the Advertiser Content solely for the purpose of providing the Services, including serving advertisements on your behalf.

This license terminates when you remove your Advertiser Content from the Platform or when your account is terminated, except that copies of Advertiser Content may persist in our backup systems for a reasonable period.

8.3 Feedback

If you provide any suggestions, ideas, feedback, or recommendations regarding the Services ("Feedback"), you grant AppGrade a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, modify, and incorporate such Feedback into the Services without any obligation or compensation to you.

9. Third-Party Services and Links

The Services may contain links to or integrations with third-party websites, platforms, and services, including SSPs, attribution providers, and other advertising ecosystem partners. These third-party services are not under our control, and we are not responsible for their content, privacy policies, or practices. Your use of third-party services is at your own risk and subject to their respective terms and conditions.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, APPGRADE DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR INFORMATION PROVIDED THROUGH THE SERVICES;
• WARRANTIES REGARDING THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.

ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

11. Limitation of Liability

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL APPGRADE, ITS PARTNERS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;
• LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL;
• COST OF PROCUREMENT OF SUBSTITUTE SERVICES;
• BUSINESS INTERRUPTION;

ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF APPGRADE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APPGRADE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF:

• (A) THE TOTAL FEES PAID BY YOU TO APPGRADE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
• (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

11.3 Basis of the Bargain

THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 11 ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND APPGRADE. THE SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

12. Indemnification

You agree to indemnify, defend, and hold harmless AppGrade and its partners, officers, employees, agents, and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including but not limited to reasonable attorney's fees and legal costs) arising from or in connection with:

• Your access to or use of the Services;
• Your Advertiser Content, including any claim that your Ad Creatives infringe or violate the Intellectual Property Rights or other rights of any third party;
• Your violation of these Terms;
• Your violation of any applicable law, rule, or regulation;
• Any dispute between you and a third party arising from your use of the Services.

13. Term and Termination

13.1 Term

These Terms are effective as of the date you first access or use the Services and continue until terminated in accordance with this Section 13.

13.2 Termination by You

You may terminate your account at any time by contacting us atpartners@appgrade.pro. Termination does not relieve you of any obligation to pay fees incurred prior to termination.

13.3 Termination by AppGrade

We may suspend or terminate your access to the Services at any time, with or without cause and with or without notice, including but not limited to situations where:

• You breach any provision of these Terms;
• Your account has overdue payments;
• We are required to do so by law;
• We reasonably believe your use of the Services poses a risk to the Services, other Users, or third parties;
• We decide to discontinue the Services.

13.4 Effect of Termination

Upon termination:

• Your right to access and use the Services will immediately cease;
• All outstanding fees become immediately due and payable;
• We may delete your account data, including Campaign data and reports, after a reasonable retention period;
• Any provision of these Terms that by its nature should survive termination shall survive, including but not limited to Sections 8 (Intellectual Property), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), 14 (Governing Law), and this Section 13.4.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

14.2 Jurisdiction

Any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario, located in the Regional Municipality of York, and you consent to the personal jurisdiction of such courts.

14.3 Dispute Resolution

Before initiating any legal proceedings, you agree to first contact us atpartners@appgrade.pro and attempt to resolve the dispute informally for a period of at least thirty (30) days. If the dispute cannot be resolved informally, either party may proceed with legal action as provided in this Section 14.

15. Force Majeure

AppGrade shall not be liable for any failure or delay in performing its obligations under these Terms to the extent such failure or delay results from circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemics, war, terrorism, riots, government actions, power failures, internet or telecommunications failures, cyberattacks, or failures of third-party service providers.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional agreements entered into between you and AppGrade, constitute the entire agreement between you and AppGrade regarding the Services and supersede all prior and contemporaneous agreements, proposals, and representations, whether written or oral.

16.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

16.3 Waiver

The failure of AppGrade to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by AppGrade.

16.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. AppGrade may freely assign its rights and obligations under these Terms without restriction.

16.5 Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed given when:

• Delivered personally;
• Sent by email (with confirmation of receipt); or
• Sent by registered mail to the addresses provided during registration or to AppGrade's address below.

16.6 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights in any individual or entity that is not a party to these Terms.

16.7 Headings

The section headings in these Terms are for convenience only and have no legal or contractual effect.

17. Contact Us

If you have any questions about these Terms, please contact us at:

TRAFFIC SHARK LP
120 Newkirk Rd, Suite 34
Richmond Hill, ON L4C 9S7
Canada

Email:partners@appgrade.pro
Website:https://appgrade.pro