Moonfoxen SDK Partnership Terms of Service

These Moonfoxen SDK Partnership Terms of Service (the “Agreement”) constitute a legally binding contract between Moonfoxen (hereinafter referred to as “Moonfoxen”, “we”, “us” or “our”), the provider of the Moonfoxen SDK, and the individual or entity agreeing to be bound by these terms (hereinafter referred to as the “Application Owner”, “you” or “your”).

Moonfoxen and the Application Owner may be collectively referred to as the “Parties” and individually as a “Party”.

This Agreement governs the provision of the Moonfoxen Software Development Kit (SDK) Services by Moonfoxen to you, which enables additional monetization of your mobile or web applications through traffic sharing functionality integrated via the SDK.

1. Subject Matter of the Agreement

1. Moonfoxen agrees to provide the Application Owner with the proprietary Moonfoxen SDK (the “SDK”) and related technical support for the sole purpose of enabling the Application Owner to monetize its application(s) (the “Services”). The Application Owner agrees to integrate the SDK into its application(s) in accordance with Moonfoxen’s technical documentation and to comply with all terms of this Agreement in exchange for the remuneration set forth herein.
2. By integrating the SDK into your application(s), you irrevocably grant Moonfoxen the right to create and operate network exit nodes using the internet connections of your application’s end-users who have explicitly consented to SDK installation and usage. Moonfoxen is authorized to use such exit nodes, including the end-users’ internet protocol (IP) addresses, for legitimate commercial data collection and traffic sharing purposes in compliance with applicable data protection laws (including GDPR and CCPA).

2. Fees and Terms of Payment

1. Moonfoxen shall pay a monthly fee to the Application Owner based on the monthly average Daily Active Users (DAU) of the SDK-integrated application(s) (the “Fee”). DAU is defined as a unique end-user who has enabled the Moonfoxen SDK, completed registration in Moonfoxen’s infrastructure, and been recorded as online for a minimum of 3 (three) uninterrupted minutes in a single session on any given day. For clarity, a single end-user who enables the SDK on multiple applications owned by you shall be counted as one (1) DAU for the purposes of Fee calculation. The exact Fee rate per 1 DAU shall be displayed in the pricing section of the Moonfoxen Partner Dashboard (the “Dashboard”).
2. Moonfoxen may, at its sole discretion, pay the Application Owner a bonus fee for meeting pre-agreed performance milestones (e.g., DAU growth, regional user targets). Any bonus fee shall be confirmed in a written supplement to this Agreement signed by both Parties.
3. The Application Owner shall have 24/7 access to the Moonfoxen Dashboard to review real-time and historical data, including a monthly report detailing the previous calendar month’s DAU and corresponding Fee calculation. A “Completed Period” is defined as the prior calendar month plus 5 (five) additional calendar days for data reconciliation, as well as any preceding unpaid calendar months. The Application Owner may only issue invoices to Moonfoxen for Fees accrued in Completed Periods, in accordance with the data verified in the Dashboard.
4. Moonfoxen shall not be obligated to pay Fees for any DAU that results in low-quality or non-usable exit nodes or IP addresses, as determined by Moonfoxen in its sole and reasonable discretion. Low-quality/non-usable exit nodes/IP addresses include, but are not limited to, those that:(1) Have excessively slow download/upload speeds or high latency;(2) Produce unstable, intermittent, or non-functional network connections;(3) Have a low trust/quality score in Moonfoxen’s IP rating system;(4) Are blacklisted, blocked, or restricted by major internet service providers (ISPs) or online platforms;(5) Are listed on spam monitoring services (e.g., Spamhaus) or marked as associated with spam, fraud, or malicious activity;(6) Are identified as data center, VPN, proxy, or virtual IP addresses (non-residential IPs).
5. To receive any Fees or bonus fees under this Agreement, you must provide Moonfoxen with accurate, complete, and up-to-date banking information for fund transfers. This includes (but is not limited to) the bank name, account holder name, account number, routing number, SWIFT/BIC code (for international transactions), and any other details required by Moonfoxen or the relevant financial institution. You acknowledge that incomplete or incorrect banking information may result in delayed, rejected, or forfeited payments. The Application Owner bears sole responsibility for any errors in provided banking information and all consequences arising therefrom.
6. Moonfoxen may, at any time, require you to provide additional verification information to comply with anti-money laundering (AML) and know-your-customer (KYC) regulations, including (but not limited to) government-issued ID, business registration documents (for corporate entities), tax identification numbers, and proof of address. Failure to provide such accurate and timely information may result in delayed/forfeited payments or temporary suspension of SDK access and Services, at Moonfoxen’s sole discretion. You bear sole responsibility for any errors or omissions in such verification information.
7. Moonfoxen shall not be obligated to process any payment of less than 50 (fifty) United States Dollars (USD). If the total Fee accrued in a Completed Period is less than 50 USD, the amount shall be rolled over and consolidated with Fees from subsequent Completed Periods until the total accrued amount reaches the 50 USD minimum. Moonfoxen shall also withhold all Fees if it determines, in its reasonable discretion, that the Application Owner has breached any material obligation under this Agreement.
8. Moonfoxen shall pay all undisputed invoices within 30 (thirty) calendar days of receipt and acceptance of a valid invoice. Invoices must include the Application Owner’s full name/entity name, tax ID (if applicable), invoice number, date, description of services (SDK monetization Fees), total amount due, and banking information. Invoices that are incomplete, inaccurate, or not in accordance with this Agreement may be rejected, and payment shall be delayed until a valid invoice is provided.
9. The Application Owner shall be solely responsible for the payment of all applicable taxes, duties, levies, or charges imposed by any governmental authority in connection with the Fees received under this Agreement (including income tax, value-added tax, and withholding tax). Moonfoxen shall not be liable for any tax obligations of the Application Owner, and no Fees shall be grossed up to cover such taxes unless explicitly agreed in writing by both Parties.

3. Term

1. This Agreement shall commence on the date the Application Owner first accesses the Moonfoxen Partner Dashboard and downloads the SDK (the “Effective Date”) and shall remain in full force and effect until terminated in accordance with the terms of this Agreement.
2. Either Party may terminate this Agreement by providing written prior notice of at least 7 (seven) calendar days to the other Party. If the Application Owner terminates this Agreement pursuant to this clause, Moonfoxen shall not be obligated to pay Fees for the final partial or full calendar month of Services prior to termination, unless the termination is a direct result of a material breach of this Agreement by Moonfoxen.
3. Moonfoxen may immediately terminate this Agreement without prior notice if it has reasonable grounds to believe the Application Owner has breached any material obligation set forth in Section 4.2 of this Agreement (Obligations of the Application Owner). In the event of such termination, Moonfoxen shall not be obligated to pay any accrued or outstanding Fees for the final month of Services, and all rolled-over minimum balance Fees shall be forfeited.
4. Any termination of this Agreement shall not affect the Parties’ rights and liabilities that accrued prior to termination, nor shall it invalidate any provision of this Agreement that is expressly or by implication intended to survive termination (including, but not limited to, Sections 5 (Intellectual Property Rights), 7 (Confidentiality), 9 (Liability), 14 (Indemnification), and 10 (Governing Law and Dispute Resolution)).

4. Obligations of the Parties

4.1 Moonfoxen shall:

1. Retain the exclusive right to use the internet connections and IP addresses of your application’s consenting end-users to operate network exit nodes and for legitimate commercial traffic sharing purposes, in compliance with all applicable data protection and privacy laws.
2. Collect, or authorize third-party partners to collect, only publicly available information and data through the SDK, and shall not access, collect, or store any of your application’s end-users’ personal data beyond what is necessary to provide the SDK Services (in accordance with the Moonfoxen SDK Privacy Policy).
3. Perform all its obligations under this Agreement in compliance with all applicable local, national, and international laws, regulations, and industry standards (including GDPR, CCPA, and all relevant data protection and cyber security laws).
4. Provide the Application Owner with access to the Moonfoxen Partner Dashboard for real-time DAU and Fee tracking, as well as reasonable technical support for SDK integration (via support@moonfoxen.com).

4.2 The Application Owner shall:

1. Use the SDK solely in connection with the Moonfoxen Services and for the monetization of your own legitimate application(s) as disclosed to Moonfoxen during onboarding.
2. Not use the SDK, or enable any third party to use the SDK, to develop, test, or evaluate any product or service that competes with Moonfoxen’s traffic sharing or SDK monetization services.
3. Not copy, reproduce, publish, distribute, sublicense, or transfer the SDK (in whole or in part) to any third party, nor reverse engineer, decompile, disassemble, modify, or create derivative works of the SDK, in whole or in part, without Moonfoxen’s prior written express consent.
4. Accept all risks associated with the integration and usage of the SDK in your application(s), including (but not limited to) minor technical glitches, end-user feedback, and third-party claims related to SDK functionality (excluding claims arising from Moonfoxen’s gross negligence or willful misconduct).
5. Not attempt to circumvent, disable, or tamper with any security measures, access controls, or technical restrictions embedded in the SDK, nor create any obstacles to the proper, uninterrupted operation of the SDK in your application(s).
6. Not remove, obscure, alter, or modify any proprietary rights notices, trademarks, copyrights, or watermarks embedded in the SDK, its documentation, or any related materials provided by Moonfoxen.
7. Provide clear, conspicuous, and unambiguous disclosure to your application’s end-users that the application includes the Moonfoxen SDK, and that the SDK enables Moonfoxen to create network exit nodes using the end-user’s internet connection and IP address for commercial purposes. Such disclosure shall be free of hidden clauses, misleading language, or fine print, and shall be provided prior to the end-user’s consent to SDK installation.
8. Ensure that only end-users who have provided explicit, voluntary written consent to SDK installation and usage (and have not revoked such consent) may be used as network exit nodes, and that their IP addresses are only accessed or used by Moonfoxen in accordance with such consent.
9. Ensure that your application’s end-users may at all times easily disable or turn off the Moonfoxen SDK functionality within the application’s settings or options menu, with no additional steps or barriers to revocation of consent.
10. Take all reasonable steps to ensure Moonfoxen may fully exercise its rights under this Agreement, including (but not limited to) providing unimpeded SDK access to consenting end-users and maintaining the SDK’s technical compatibility with your application(s) through regular updates.
11. Not access the Moonfoxen Services, Dashboard, or SDK infrastructure for competitive purposes, including (but not limited to) monitoring Moonfoxen’s service availability, performance, pricing, or user data.
12. Prior to SDK installation on an end-user’s device, provide a pop-up window with a clear description of the SDK’s functionality, data usage, and traffic sharing purpose (using the standard text provided by Moonfoxen), and a prominent “I Accept” button that the end-user must click to proceed with SDK installation. You shall coordinate with Moonfoxen and receive written confirmation from Moonfoxen prior to modifying the format or content of this consent prompt.
13. Comply with all applicable local, national, and international laws, regulations, and third-party rights in connection with the integration and usage of the SDK, including (but not limited to) data protection, privacy, IP, import/export, and consumer protection laws.
14. Not use the SDK to encourage, promote, or facilitate any illegal activity, or to violate the rights of your application’s end-users, Moonfoxen, or any third party.
15. Ensure that the Moonfoxen SDK is the sole traffic sharing/SDK monetization solution integrated into your application(s), and that no competing SDK or similar technology is installed or used in conjunction with the Moonfoxen SDK, unless explicitly agreed in writing by both Parties.

5. Intellectual Property Rights

1. This Agreement grants no express or implied rights to either Party in the other Party’s intellectual property (IP) rights, including (but not limited to) trademarks, trade names, service marks, logos, domain names, patents, copyrights, trade secrets, know-how, databases, and computer programs. The only limited rights granted herein are: (a) to Moonfoxen, the right to use consenting end-users’ internet connections/IP addresses for the Services; and (b) to the Application Owner, a non-exclusive, non-transferable, revocable license to integrate and use the SDK for the sole purpose of the Services, in accordance with this Agreement.
2. All products, systems, software, algorithms, processes, and documentation developed or provided by Moonfoxen in connection with the Services (including the SDK itself) are the exclusive proprietary IP of Moonfoxen. No part of such materials may be used, copied, modified, or distributed without Moonfoxen’s prior written express consent.
3. Any content accessible through the SDK (e.g., publicly available web data) may be subject to third-party IP rights. The Application Owner shall not use, reproduce, or distribute such content unless authorized by the content owner or permitted by applicable law. For the purposes of this clause, “use” includes hosting, storing, modifying, transferring, communicating, and publishing.

6. Marketing

1. Moonfoxen may, without the prior written approval of the Application Owner, use your trademark, brand name, application name, or logo for Moonfoxen’s legitimate marketing and promotional purposes, including (but not limited to) listing you as a partner on the Moonfoxen website, social media, blog posts, and press releases. Moonfoxen shall not use your marks in a misleading manner or in connection with any product/service not related to this Agreement.
2. The Application Owner acknowledges and agrees that Moonfoxen may use limited, non-sensitive registration information (including your email address, country of registration, and application name) for internal business and advertising audience management purposes, including the creation of custom or lookalike audiences on third-party advertising platforms (e.g., Meta Ads, Google Ads) to promote the Moonfoxen Partner Program.

7. Confidentiality

1. For the purposes of this Agreement, “Confidential Information” means any information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is: (a) related to the Disclosing Party’s business, including (but not limited to) product plans, technical data, SDK documentation, pricing, DAU/Fee data, client/user lists, financial information, and marketing strategies; (b) designated in writing as “confidential” or “proprietary” at the time of disclosure; (c) identified orally as confidential at the time of disclosure, with written confirmation provided within 10 (ten) calendar days; or (d) the existence and terms of this Agreement.
2. The Receiving Party shall not use or disclose any Confidential Information of the Disclosing Party for any purpose other than performing its obligations under this Agreement, during and after the term of this Agreement. The Receiving Party shall take all reasonable steps (no less than the steps it takes to protect its own confidential information) to prevent the unauthorized disclosure of Confidential Information.
3. The above confidentiality obligations shall not apply to information that: (i) is independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information; (ii) becomes publicly known through no fault or breach of this Agreement by the Receiving Party; (iii) is rightfully received by the Receiving Party from a third party without any confidentiality restrictions; (iv) is approved for release in writing by the Disclosing Party; or (v) is required to be disclosed by a competent legal or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement (to the extent legally permitted) and assists the Disclosing Party in seeking a protective order to limit such disclosure.

8. Warranties

1. Moonfoxen provides the SDK and Services on an “As Is” and “As Available” basis, with all faults and without any express or implied warranties of any kind. Moonfoxen makes no warranties (express or implied) regarding the SDK’s merchantability, fitness for a particular purpose, reliability, timeliness, accuracy, error-free operation, or uninterrupted availability.
2. Moonfoxen does not warrant that the SDK will be compatible with all versions of your application(s), all devices, or all operating systems, nor does it warrant that the integration of the SDK will not result in minor technical issues (which Moonfoxen shall use reasonable efforts to resolve upon notification).
3. The Application Owner represents and warrants that: (a) it has the full legal right and authority to enter into this Agreement and integrate the SDK into its application(s); (b) its application(s) are legitimate and do not violate any applicable laws or third-party rights; and (c) it will comply with all terms of this Agreement and all applicable laws in connection with the Services.

9. Liability

1. Limitation of Liability: Except as set forth in clauses 9.2 and 9.3, neither Party shall be liable to the other for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or in connection with this Agreement or the Services (including, but not limited to, lost profits, business interruption, or loss of data), regardless of the theory of liability (contract, tort, negligence, or otherwise), even if the Party has been advised of the possibility of such damages.
2. Cap on Liability: Except for damages arising from a Party’s breach of confidentiality obligations (Section 7), IP infringement/misappropriation (Section 5), or non-payment of Fees (Section 2), each Party’s total aggregate liability to the other under this Agreement shall be limited to the total Fees paid or payable by Moonfoxen to the Application Owner over the 12 (twelve) calendar months immediately preceding the date the claim is made.
3. Indemnification Exceptions: The liability limitations in this Section 9 shall not apply to the Application Owner’s indemnification obligations under Section 14 of this Agreement, nor to any damages arising from a Party’s willful misconduct, gross negligence, or fraudulent acts.
4. No Liability for Third-Party Claims: Moonfoxen shall not be liable for any claims, losses, or damages brought against the Application Owner by third parties (including the Application Owner’s end-users) arising from the Application Owner’s breach of this Agreement, non-compliance with applicable laws, or the content/operation of the Application Owner’s application(s) (excluding claims arising directly from Moonfoxen’s gross negligence or willful misconduct).

10. Governing Law and Dispute Resolution

1. This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People's Republic of China, without regard to its conflict of law principles.
2. Any dispute, controversy, or claim arising out of or in connection with this Agreement (including its formation, interpretation, breach, or termination) shall first be attempted to be resolved by good faith negotiation between the Parties within 30 (thirty) calendar days of written notice of the dispute.
3. If the Parties fail to resolve the dispute through negotiation, the dispute shall be finally settled by arbitration in Hong Kong under the Arbitration Rules of the Hong Kong International Arbitration Centre (HKIAC) in force at the time of the dispute. The arbitration shall be conducted in the English language, with a single arbitrator appointed in accordance with the HKIAC Rules. The award of the arbitrator shall be final and binding on both Parties, and may be enforced in any court of competent jurisdiction.

11. Independent Parties

1. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or franchisor-franchisee relationship between the Parties. The Application Owner is an independent contractor, and shall not have the authority to bind or act on behalf of Moonfoxen in any manner.
2. The Application Owner shall not hold itself out as a partner, agent, or employee of Moonfoxen, nor shall it make any representations or warranties on Moonfoxen’s behalf without Moonfoxen’s prior written express consent.

12. Force Majeure

1. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by an event or circumstance beyond the Party’s reasonable control (a “Force Majeure Event”), including (but not limited to) acts of God, natural disasters, pandemics, wars, terrorism, civil unrest, strikes, lockouts, power outages, third-party software/hardware failures, ISP outages, and government-mandated restrictions or bans.
2. The affected Party shall notify the other Party in writing within 5 (five) calendar days of the occurrence of a Force Majeure Event, and shall provide regular updates on the status of the event and the expected resumption of performance. The affected Party shall use all reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance of its obligations as soon as possible.
3. If a Force Majeure Event persists for more than 30 (thirty) consecutive calendar days, either Party may terminate this Agreement by providing 7 (seven) calendar days’ written notice to the other Party, with no liability for such termination.

13. Severability

1. If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified or severed to the minimum extent necessary to make it valid, legal, and enforceable, while preserving the original intent of the Parties.
2. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect.
3. Any unenforceability of a provision in one jurisdiction shall not affect its enforceability in any other jurisdiction.

14. Indemnification

1. The Application Owner shall indemnify, defend, and hold harmless Moonfoxen, its directors, officers, employees, affiliates, agents, and subcontractors from and against any and all claims, suits, actions, proceedings, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) brought by any third party arising out of or in connection with:(a) The Application Owner’s breach of any term, obligation, or warranty under this Agreement;(b) The Application Owner’s non-compliance with any applicable laws, regulations, or third-party rights in connection with the SDK or Services;(c) Claims by the Application Owner’s end-users or other third parties related to the integration, usage, or operation of the SDK in the Application Owner’s application(s) (excluding claims arising from Moonfoxen’s gross negligence or willful misconduct);(d) Claims of IP infringement, defamation, privacy violation, or data protection breaches arising from the Application Owner’s application(s), content, or actions;(e) Any illegal or unauthorized use of the SDK by the Application Owner or its end-users.
2. Moonfoxen shall provide the Application Owner with prompt written notice of any such claim, and shall cooperate with the Application Owner in the defense of the claim (at the Application Owner’s expense). The Application Owner shall not settle any such claim without Moonfoxen’s prior written consent, which shall not be unreasonably withheld or delayed.

15. Notice

1. Any notice, request, or communication permitted or required under this Agreement shall be in writing (including email) and shall be deemed properly given when: (a) sent by email to the designated contact address and a read receipt is received; or (b) delivered by registered mail/courier to the physical address provided by the Party (if applicable).
2. All official notices to Moonfoxen (including termination notices, dispute notices, and invoice submissions) shall be sent to the following email address: support@moonfoxen.com (primary) and via the Moonfoxen Partner Dashboard (secondary).
3. All official notices to the Application Owner shall be sent to the email address provided during the Moonfoxen Partner onboarding process, or to any updated email address the Application Owner provides to Moonfoxen in writing.
4. Notices sent by email shall be deemed received on the date of transmission (if sent during business hours) or the next business day (if sent outside business hours).

16. Amendment

1. Moonfoxen may amend or modify this Agreement at any time, in its sole discretion, by posting the amended version on the Moonfoxen Partner Dashboard and providing the Application Owner with written notice (via email) of the changes.
2. Such amendments shall become effective 7 (seven) calendar days after the date of the notice (the “Effective Date of Amendment”). If the Application Owner objects to the amendment, it may terminate this Agreement pursuant to Section 3.2 prior to the Effective Date of Amendment.
3. The Application Owner’s continued use of the SDK, Services, or Moonfoxen Partner Dashboard after the Effective Date of Amendment shall constitute the Application Owner’s unconditional acceptance and consent to the amended terms of this Agreement.

17. Entire Agreement

1. This Agreement constitutes the entire understanding and complete agreement between the Parties with respect to the subject matter herein, and supersedes all prior oral or written discussions, negotiations, proposals, and agreements between the Parties relating to the Moonfoxen SDK and Services.
2. No modification, amendment, or waiver of any term of this Agreement shall be effective unless it is in writing and signed by authorized representatives of both Parties (or, for Moonfoxen amendments, in accordance with Section 16).

Last Updated: October 15, 2025