Advertiser Terms and Conditions

By accessing and using the IronSource Mobile Platform following any update to this IronSource Advertiser Online Terms and Conditions, you are indicating that you have read and agreed to its updated terms and conditions.

Important information – please read carefully: this IronSource Mobile Advertiser Online Terms and Conditions (the “Agreement”) is a legally binding and enforceable agreement between ironSource Mobile Ltd. (“Company”, “we”, “us”, “our” or “IronSource”) and you, an advertiser of applications (“you” or “Advertiser”). The IronSource Mobile Privacy Policy (available at: http://developers.ironsrc.com/ironsource-mobile/general/ironsource-mobile-privacy-policy/ ) (“IronSource Mobile Privacy Policy”) and the IronSource Mobile Terms of Use (available at: http://developers.ironsrc.com/ironsource-mobile/general/advertiser-terms-conditions/ ) are incorporated herein by reference and are an integral part of this Agreement. In the event there is a contradiction between the terms and conditions hereunder and the terms of the IronSource Mobile Privacy Policy, the IronSource Mobile Privacy Policy will prevail.
Certain elements of the IronSource Mobile Platform or other services or programs offered by us may have different terms and conditions that may apply to them or may require you to agree with and accept additional terms and conditions (“Additional Terms”) in order to use or access them. If there is a conflict between the terms of this Agreement and any Additional Terms, the Additional Terms will prevail.

YOU ACCEPT THIS AGREEMENT BY CLICKING “SIGN UP” OR “LOG IN” (OR ANY SIMILAR LANGUAGE), AND BY ACCESSING OR USING THE IRONSOURCE MOBILE PLATFORM OR YOUR ADVERTISER ACCOUNT, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT AND AGREE THAT WE WILL TREAT YOU AS AN ADVERTISER ON THE IRONSOURCE MOBILE PLATFORM FROM THAT POINT ONWARDS. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE IRONSOURCE MOBILE PLATFORM.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such company or entity and its affiliates to the terms and conditions contained herein, in which case the terms “you”, “your” or “Advertiser” shall refer to such company or entity and its affiliates. If you do not have such authority, or if you do not agree to the terms and conditions of this Agreement, you must not accept this Agreement and may not access and/or use the IronSource Mobile Platform. In addition, you consent to the use of electronic means and/or records to preserve your acceptance of this Agreement and storing information related to this Agreement and your use of the IronSource Mobile Platform. You also agree that we may provide you with notices in accordance with this Agreement. We recommend that you save a copy of this agreement for your records.

You may not access the IronSource Mobile Platform if (a) you are our direct competitor, except with our prior written consent, or (b) you accept this Agreement for purposes of analyzing and testing its availability, performance or functionality, or for any other competitive purposes.

  • Definitions.
    • “Advertisement” means any multimedia information (including but not limited to video, audio, sound, data, graphics, pictures, photographs, or artwork), links, buttons, banners, promotions, or such provided by you to be displayed and promoted via the Platforms, all as set forth in the Insertion Order (as defined below).
    • “Advertiser Account” means a personal account designated to you in order to utilize the Service, which includes, inter alia, the Advertisement details and its performance, analytics, rate and any other information or features that we may add, in our sole discretion.
    • “App Store(s)” means Google Play Store and/or Apple App Store and/or Amazon Appstore and any other applicable mobile application store.
    • “Applicable Rules” means any and all applicable laws, rule, regulations, contractual and fiduciary obligations, including without limitation, any terms, policies, guidelines, and agreements which may regulate and/or apply to your use of the Service or any part thereof, including those of the applicable Operating Systems and applicable App Store(s) and social networks, all as may be updated from time to time.
    • “Business Days” means a day which is not a Friday, a Saturday or a Sunday, nor a public holiday in Israel or the United States.
    • “Confidential Information” means any non-public, proprietary, confidential and/or trade secret information of a party hereof, whether furnished before or after the Effective Date (as set forth in the Insertion Order or via your Advertiser Account), and regardless of the manner in which it is furnished, and which given the totality of the circumstances, a reasonable person or entity should have reason to believe is non-public, proprietary, confidential, or competitively sensitive. Confidential Information will not include information that: (i) was rightfully in the recipient or its representatives’ possession prior to its disclosure; (ii) is, or subsequently becomes, publicly available without any party’s breach of any obligation set forth herein; (iii) became known to a party from a source other than the disclosing party by means other than by a breach of the obligation of confidentiality set forth herein; or (iv) is independently developed by the recipient, without relying on or referring to the disclosing party’s Confidential Information.
    •  “End User” means a natural person that downloads, installs and/or uses a mobile application and/or visits a mobile web page that includes the Advertisement.
    • “Intellectual Property” means any and all intellectual property and/or proprietary information under any applicable law, including, but not limited to, inventions, patents and patent applications, Marks, logos, copyrightable materials, graphics, text, images, designs, the “look and feel”, specifications, methods, procedures, information, know-how, proprietary knowledge, financial and marketing information, business plans, formulae, technology databases, compilations, algorithms, data, technical data, interactive features, source and object code, files, interface and trade secrets, whether or not registered or capable of being registered, and any derivative works thereof.
    • “Insertion Order” or “IO” means a mutually agreed document that incorporates this Agreement, and contains specific instructions regarding the Services provided herein.
    • “IronSource Mobile Platform” means our proprietary distribution platform entitled and any services and/or features that are made available to you therein, including any related updates, upgrades supplements, support services or any other material, data and content made available by us therein.
    • “Marks” mean all trademarks, service marks, trade names, trade dress and associated logos, in each case, whether or not registered.
    • “Operating System” means Apple’s iOS and/or Google’s Android and/or Amazon FireOS and/or OS Canvas and/or Web
    • “Platforms” means the IronSource Mobile Platform and any Third Party Platforms used by IronSource.
    • “Platforms Terms” means the terms of service and End User privacy policy that pertain to the use of any Platform by End Users, as available in each applicable Platform, and which are incorporated herein by reference.
    • “Proprietary Rights” means all intellectual property rights, including, without limitation: (a) all inventions, whether patentable or not, all improvements thereto and derivatives thereof, and all patents and patent applications; (b) all registered and unregistered Marks and registrations and applications for registration thereof; (c) all copyrights in copyrightable works, all other rights of authorship, including without limitation moral rights, and all applications and registrations in connection therewith; (d) all trade secrets and confidential business and technical information (including, without limitation, research and development, programming, know-how, proprietary knowledge, financial and marketing information, business plans, formulas, technology, engineering, production, operation and any enhancements or modifications relating thereto, and other designs, drawings, engineering notebooks, industrial models, software and specifications); (e) all rights in databases and data compilations, whether or not copyrightable; and (f) all copies and tangible embodiments of any or all of the foregoing (in whatever form, including electronic media).
    • “Third Party Platforms” means any third-party distribution platform and/or any third party services utilized by IronSource to distribute and promote the Advertisement.
    • “Service” means the display and promotion of Advertisements via the Platforms and supportive features, all according to the terms of this Agreement.
  • Modification.
    We reserve the right to modify, discontinue or terminate the IronSource Mobile Platform or any part thereof, or to modify this Agreement at any time, and without prior notice to you. If we modify this Agreement, we will update this Agreement on the IronSource Mobile site at: http://www.mobilecore.com/ad_tc, and in addition, should the update be material, provide you with notice pertaining to such update. Please note that it is your responsibility to review the Agreement from time-to-time to check for updates. When the Agreement is updated, we will also update the date at the top of this Agreement accordingly. By continuing to access or use the IronSource Mobile Platform following any update, you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the IronSource Mobile Platform.
  • Scope; Licenses.
    • Subject to this Agreement, during the term hereof, IronSource will have the right (but not the obligation) to distribute and promote the Advertisement through the Platforms, as shall be determined by IronSource at its sole discretion.
    • You acknowledge and agree that: (a) the Advertisement may be displayed in conjunction with other products and/or content of third parties that are using the Platforms; (b) IronSource makes no guarantee with respect to the placement, order and number of times the Advertisement will appear; and (c) Except as set forth in the IO, ironSource may modify (for formatting purposes) and position the Advertisements in its sole discretion.
    •  You shall (at your own expense) be sole responsible for providing ironSource with the Advertisement and any related materials and/or an applicable click link, which may be a direct link to the applicable Apps Store or indirect link to a third-party tracking service, as applicable, that are required for such distribution, in a mutually agreed upon format. You represent and warrant that you shall insure that the click link is: (i) functional at all times during the term hereof, and (ii) updated as may be required by the applicable App Stores from time to time.
    • You hereby grant to IronSource and the applicable third parties operating any Platform used by IronSource, a royalty-free, worldwide right and license to use, reproduce, modify, distribute, present and display the Advertisement (and with respect to your Marks, subject to your usage policies as shall be provided to IronSource) solely in connection with the Service. In addition, you hereby grant each mobile developer in which the Advertisement is displayed, a royalty-free, worldwide right and license to distribute, and display such Advertisement within the developer’s mobile application. All rights which are not expressly granted herein are reserved by you.
  • Proprietary Rights.
    • Except as expressly granted in the Agreement, we retain all right, title and interest in and to the IronSource Mobile Platform (as applicable) and our Marks (except for your materials) (together, the “IronSource Property”) and any derivatives thereof, including any Proprietary Rights therein. All use of the IronSource Property will inure to our benefit and you will not: (i) contest, or assist others to contest IronSource’s rights or interests in and to the IronSource Property or the validity of IronSource’s rights in and to the IronSource Property and all applications, registrations or other legally recognized interests therein, or (ii) seek to register, record, obtain or attempt to pursue any Proprietary Rights or protections in or to the IronSource Property. All rights in and to the IronSource Property which are not expressly granted herein are reserved by IronSource.
    • Except as expressly granted in the Agreement, you retain all right, title and interest in and to the Advertisement and any derivatives thereof, including any Proprietary Rights therein. All use of the Advertisement shall inure to the benefit of you and we will not: (i) contest, or assist others to contest, your rights or interests in and to the Advertisement or the validity of your rights in and to the Advertisement and all applications, registrations or other legally recognized interests therein, or (ii) seek to register, record, obtain or attempt to pursue any Proprietary Rights or protections in or to the Advertisement. All rights in the Advertisement which are not expressly granted herein are reserved by you.
  • Platforms Limitations.
    • You represent and warrant that the Advertisement will include a clear and accurate description of its functionality and features including without limitation, description of any End User information that may be accessed, collected, stored, used and/or shared, by it and will not be misleading in any manner. We will not be responsible for any discrepancy or misleading actions with respect to the Advertisement. In the event a “Limit Ad Tracking” parameter is served with respect to an End-User, you must not serve targeted ads nor use the advertising IDs to create user profiles or users segments. Certain End Users flagged with the “Limited Add Tracking” Parameter may be triggered by COPPA requirements.
    • You represent and warrant that the Advertisement, related services and/or any other materials used by you in connection with or in relation to the Platforms will comply in full with the App Stores terms and conditions, as applicable (for example and with respect to Google Play, the terms and conditions, available at: https://play.google.com/about/developer-content-policy.html, and https://play.google.com/intl/en_il/about/play-terms.html, as may be updated by Google from time to time).
    • We shall have the right, at our sole discretion, to remove any Advertisement from the Platforms at any time (as applicable), with or without notice, if: (a) we receive a complaint from any person or entity regarding any such Advertisement; (b) we reasonably believe that displaying any such Advertisement will have an adverse impact on any Platform and/or its reputation or business; (c) the Advertisement is in violation of any of the terms and conditions of the Agreement; (d) the Advertisement is in breach of any applicable law, rule or regulation, or industry best practices; or (e) the Advertisement breaches any third party’s right. You acknowledge and agree that we will not be liable for any damages or costs resulting from or connected to the removal of any such Advertisement in any manner to you and/or to any other person or entity.
    • We retain the exclusive right at our sole discretion (and without prior notice), to: (a) determine the setting, features, functionality and look and feel of the Platforms or any part thereof (as applicable); (b) upgrade and/or update the Platforms or any part thereof (as applicable), including, without limitation, by adding, removing and/or changing any content, materials or functionality available therein; and/or (c) discontinue or modify temporarily or permanently, any Platform or any feature or portion thereof.
    • You may request, by a written notice, that we will suspend the distribution of any Advertisement and/or modify any Advertisement, within two (2) business days from receipt of such notice (the “Notice Period”). In the event that we fail to act in accordance with your request within the Notice Period, then you shall have the right to terminate this Agreement immediately by written notice. You acknowledge and agree that we shall have no liability to you and/or any other person or entity as a result of such termination.
    • You represent and warrant that you will not contact any third party using the Platforms directly, whether with respect to this Agreement or otherwise without our express prior written approval.
    • You will abide by and comply with the various Platforms terms and conditions to the extent applicable. If required by an applicable App Store and/or applicable law, rules or regulations, you will include end user Advertiser terms and conditions and privacy policy with the Advertisement that accurately describe your practices with respect to the functionality of the Advertisement and the End User’s data and information (the “Advertiser Terms”). You acknowledge and agree that: (a) you are solely responsible for the Advertiser Terms; (b) the Advertiser Terms will not be inconsistent with the Platforms Terms (if applicable) and must comply with all applicable laws in all countries where End Users can access the Advertisement; (c) you will not make any representations, warranties or agreements on behalf of IronSource in the Advertiser Terms; and (d) the Advertiser Terms are an agreement between you and the End Users and IronSource is not a party to that agreement. Furthermore, we will not be responsible for, nor have any liability with respect to: (i) any Advertiser Terms; (ii) any Advertiser terms and conditions between you and an End User or an End User’s breach of the Advertiser Terms; (iii) Your failure to obtain valid End Users’ assent to any Advertiser Terms; or (iv) your failure to comply with the terms and conditions of the Advertiser Terms.
    •  IronSource and/or its affiliates, at their own expense, will be entitled to review and examine your records that are reasonably necessary to determine your compliance with the requirements set forth herein, once during each four (4) month period during the Term and once during the ninety (90) days’ period following the termination of the Agreement. Such review and examination will be conducted at a mutually agreed upon time during your normal business hours, upon no less than ten (10) days written notice. If according to a review and examination you are not (or have not been) in compliance hereunder, you shall promptly reimburse IronSource for the reasonable costs of such review and examination together with any amounts that you have earned that resulted from any of your activities which are in breach of the requirements set forth herein.
  • Payment.
    •  You will make monthly payments to ironSource as specified in the applicable Insertion Order. Payments are due and payable to ironSource thirty (30) days after the end of the applicable month in U.S. Dollars and by electronic funds transfer. You shall provide ironSource with access to your UI or the third party tracking service used by you to track campaigns under the Insertion Order, which provides a daily real-time access to reporting and where ironSource will be able to view all measurements and statistics with respect to the Advertisement and the payment due to ironSource (the “Report(s)”). IronSource shall apply an attribution window during the applicable Report period, commencing upon the time the End User has viewed or clicked on an Ad (“Attribution Window”). During the Attribution Window, an install from an End User will be counted as an install for ironSource. Further, you shall forward ironSource all post install events you receive from the tracking service.
    • If we dispute the information detailed in any Report, it will provide you with a written notice (which may be via e-mail) (each such notice, the “Dispute Notice”). Following receipt of a Dispute Notice, the parties will co-operate, in good faith, to reach an amicable solution to such dispute.
    • If you wish to dispute an amount due to ironSource, you will provide a dispute notice by no later than 15 days from the end of the month in which a claimed incident occurred. Such dispute shall not apply to a term longer than 30 days and will be supported by a data produced by a third party evidencing such incident. Further, you undertake to inform ironSource of the identity of your third party detection company, if any, and any change thereto. Each party shall be responsible for paying all local, state, federal or foreign taxes, duties or levies, due in relation to amounts collected by it.
    • All taxes, duties and charges imposed or that may be imposed by any applicable governmental agency in connection with the Agreement and each party’s performance hereunder, including without limitation, sales, use, value added, and any other taxes, customs and/or import duties, will be borne by you, except for taxes based on IronSource’s net income, gross revenue, or employment obligations. Where any sum due to be paid hereunder is subject to any withholding tax, you shall take all actions to enable it to take advantage of any applicable double taxation agreement or treaty and you shall provide ironSource with the proper required certificate. In the event there is no applicable double taxation agreement or treaty, or if an applicable double taxation agreement or treaty reduces but does not eliminate such withholding or similar tax, any withholding taxes shall be subject to providing ironSource with the best available evidence of such payment.
  • Confidentiality.
    •  During the Term hereof, you may have access to our Confidential Information, including without limitations, the Consideration you receive hereunder. You agree: (a) not to disclose any of our Confidential Information to any third party; (b) not to use our Confidential Information for any purposes other than to carry out your rights and obligations hereunder; and (c) to keep our Confidential Information confidential using the same degree of care as using to keep your Confidential Information and in any case at least a reasonable degree of care. You agree to keep our Confidential Information confidential and not to disclose it to any third party for a period of five (5) years following the effective date of termination of this Agreement.
    • We may, at our sole discretion, at any time, request that you return, or destroy (and certify in writing such destruction) all of our Confidential Information which is than in your possession, including any analysis or recordings whatsoever prepared by you in connection with or in relation to our Confidential Information.
    • You acknowledge and agree that unauthorized disclosure or use of our Confidential Information may give rise to irreparable injury, which may not be adequately compensated by damages, and in such an event, money damages will not be a sufficient remedy for such breach of this Agreement by you and therefore, we shall be entitled to specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach thereof, in addition to any other remedies available at law or in equity.
  • Representations & Warranties.
    • Each of the parties hereby represents and warrants that: (a) the Agreement constitutes a valid and legally binding obligation of it, enforceable against it in accordance with its terms; (b) it has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Agreement; (c) it is duly organized and in good standing under the laws of its state of organization; and (d) the execution of the Agreement or the performance by it of its obligations under the Agreement do not and will not violate any other obligation or agreement, law or regulation by which it is bound or to which it is subject.
    • We do not guarantee that any Advertisement will be made available through the Platforms. We do not have any obligation to monitor the Advertisement, for any purpose and, as a result, are not responsible for the accuracy, completeness, appropriateness, legality or applicability of the Advertisement or anything described or written by you. We do not make any representation with respect to “open source” or “free software” that may be included in the Platforms, and we hereby disclaim any and all liability to you or any other person or entity with respect thereof. The Platforms are provided on an “AS-IS” basis. Except as expressly provided in the Agreement and to the fullest extent allowable by law, we make no other warranty of any kind, whether express, implied, statutory or otherwise, including without limitation, warranties of merchantability, fitness for a particular use or non-infringement or those arising in the course of or connected to the performance hereunder, and disclaims any such warranties. In addition, we do not represent or warrant that: (i) the Platforms or any part therein will be error free or that any errors will be corrected; (ii) the operation of the Platforms or any part therein will be uninterrupted; (iii) you will profit or derive any economic benefit from your use of the Platforms; or (iv) any specific content, service and/or feature will be made available to you via the Platforms. Some states or jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply.
    • You hereby represent, warrant and undertake that: (i) any and all activities and/or obligations you undertake in connection with the Agreement shall be performed in compliance with all applicable laws, rules and regulations, including, without limitation, United States Federal laws and privacy laws, rules and regulations and the App store guidelines as may be amended from time to time; (ii) the Advertisement is in compliance with all applicable laws, rules and regulations, and industry best practices (including, without limitation, the Children’s Online Privacy Protection Act of 1998 (“COPPA”) and CAN-SPAM Act of 2003 (“CAN-SPAM”); (iii) you own or have the valid legal right or license (as applicable) to use and distribute the Advertisement, to the extent required or contemplated hereunder, and the Advertisement does not and will not, at any time during the term hereof, infringe or violate any Proprietary Right or any other right of any person or entity; (iv) any Advertisement that is based on any “open source” or “free software” is in full compliance with the applicable “open source” or “free software” license under which it is provided, including without limitation the distribution of the Advertisement in accordance with the terms and conditions of the Agreement; (v) you are solely responsible for the Advertisement and any content or technology that may be reached via the Advertisement; (vii) you will only use the Platforms for the purposes and in the manner expressly permitted under the Agreement; (viii) you shall not bind IronSource to any Advertiser terms and conditions or obligation or give any representation, warranty or guarantee in respect of IronSource, except for those that are specifically authorized by IronSource in advance and in writing.
    • You further represent, warrant and undertake that the Ads will (a) not contain, promote or advocate pornographic, hate, violence, obscene, excessively profane, racist, ethnically offensive, threatening, infringing, libelous, gambling, illegal drugs or arms trafficking content; (b) not encourage any activity that (i) would be considered a criminal offense or could give rise to civil liability, or violates any applicable law, regulation or order of any court or tribunal including, but not limited to, collecting, using or disclosing personal information in violation of applicable law, including without limitation personal information of minors; or (ii) affect the security or privacy of users.
  • Disclaimer.
    The Service is provided on an “AS-IS” basis. Except as expressly provided in this Agreement and to the fullest extent allowable by Applicable Rules, we make no other warranty of any kind, whether express, implied, statutory or otherwise, including without limitation, warranties of merchantability, fitness for a particular use or non-infringement or those arising in the course of or connected to the performance hereunder, and disclaim any such warranties. In addition, we do not represent or warrant that: (i) the Services or any part therein will be uninterrupted, error free or that any errors will be corrected; or (ii) free of viruses, worms, or any other harmful components or program limitations or non-infringement (iii) You will profit or derive any economic benefit from your use of the Services. Some states or jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply.
  • Limitation of Liability.
    • IN NO EVENT WILL WE, AND/OR OUR SUBSIDIARIES, SHAREHOLDERS, DIRECTORS, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND PERMITTED ASSIGNEES (COLLECTIVELY, THE “IRONSOURCE GROUP”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR REVENUES AND ANY DAMAGES FOR THE USE OR INABILITY TO USE THE IRONSOURCE MOBILE PLATFORM OR ANY PART THEREOF, LOST DATA, LOST PROFITS, LOSS OF GOODWILL, LOST REVENUE, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE IRONSOURCE MOBILE PLATFORM OR ANY PART THEREIN UNDER ANY THEORY OF LIABILITY, INCLUDING FOR CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT THE IRONSOURCE GROUP WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. IN NO EVENT SHALL THE IRONSOURCE GROUPS’ AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED ONE THOUSAND U.S.DOLLARS (US$1,000). THE USE OF THE IRONSOURCE MOBILE PLATFORM OR ANY PART THEREOF IS ENTIRELY AT YOUR OWN RISK, AND WE SHALL HAVE NO LIABILITY RELATING TO SUCH USE.
  • Indemnification.
    You agree to defend, indemnify and hold harmless the IronSource Group, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to reasonable attorney’s fees) threatened, asserted or filed (collectively, “Claims”) brought or made by any person against the IronSource Group arising from: (i) your use of the IronSource Mobile Platform and/or any part thereof in any manner inconsistent with or in breach of this Agreement, including any damage of any sort, whether direct, indirect, special or consequential, that may be cause to any person as a result thereof; (ii) your breach or alleged breach of any warranty, representation or obligation made by you under this Agreement; (iii) your violation of any person’s rights, including End Users’ right of privacy; and (iv) End Users’ view and/or use of the Advertisement. You shall promptly notify the IronSource Group of a Claim. You shall have full control and sole authority over the defense and settlement of a Claim; provided, however; that any settlement will be subject to our prior approval and provided further that you shall not assume the control of the defense of a Claim to the extent that we determine that (a) a Claim relates to our technology, (b) any relief other than monetary damages is sought against the us, or (c) there may be a conflict of interest between you and us in the conduct of the defense of a Claim, and in each such event the costs of defense will be considered “Claims” as defined above. The IronSource Group may join in the defense of a Claim with counsel of its choice at its own expense.
  •  Term and Termination.
    • The Agreement shall commence on the Effective Date and shall continue in force and effect thereafter for additional periods of twelve (12) months unless terminated by either party, in accordance with Section 11.2 below (the ”Term”).
    • The Agreement may be terminated in accordance with any of the following provisions:
    • Either party may terminate this Agreement, for any reason and without liability, upon providing the other party with two (2) Business Days prior written notice. It is hereby clarified that you will be liable for all reported installs that occur during such 2 Business Days term;
    • We may immediately terminate the Agreement, by providing you with a written notice, if: (a) You engage in any action that, in our sole discretion, reflects poorly on IronSource or otherwise disparages or devalues our reputation or goodwill; (b) We determine, at our reasonable judgment, that it is commercially impractical for us to continue providing you the ironSource Mobile Platform and/or any other Platform as a result of legal and/or technical considerations; or (c) You become insolvent or makes any assignment for the benefit of creditors or similar transfer evidencing insolvency, or suffer or permit the commencement of any form of insolvency, administration or receivership proceeding, or have a trustee, administrator or receiver appointed for a material portion of your business or assets or have any petition under bankruptcy, insolvency or administration law filed against you, which petition is not dismissed is not dismissed within thirty (30) days of such filing. If you become subject to any of the events described in Section 11.2.2(c) above, then you shall promptly notify us about the occurrence of such an event, in writing; and
    • Either party may immediately terminate the Agreement: (a) if the other party breached any of its obligations, representations and/or warranties set forth in the Agreement and failed to cure such breach within two (2) days from receipt of a written notice thereof; or (b) if the other party engages in any of the acts prohibited by the Agreement and failed to cure such breach within two (2) days from receipt of a written notice thereof.
    • Upon the termination of the Agreement, for any reason: (a) we will immediately cease the distribution of the Advertisement; (b) all rights and licenses granted herein shall terminate immediately; (c) Your right to use the Platforms or any part thereof shall cease immediately; (d) You will promptly remit all payments due to IronSource which are yet unpaid at such time; and (e) You shall promptly return to IronSource, or destroy and/or delete and certify the destruction of any and all IronSource Property at your possession at such time, including without limitation IronSource’s Confidential Information.
    • Following the termination of the Agreement, any provisions of the Agreement that in order to fulfill their purpose need to survive the termination of the Agreement (including Sections 1, 5, 6, 7, 9, 10, 12 and this Section 11.4), shall survive.
    • You acknowledge and agree that: (a) We will not be liable to you or any other person or entity for damages resulting from the termination of the Agreement or termination of your access to the Platforms, and (b) following the termination of the Agreement, we will have no obligation to maintain any information stored in data centers related to you or any other person or entity related to you and the Advertisement or to provide any information to you or any other person or entity on its behalf.
  • General.
    • The parties hereto are and shall remain independent contractors, and nothing contained herein shall be deemed to create any agency, partnership or joint-venture relationship between the parties. Neither party shall be deemed to be an employee or legal representative of the other, nor shall either party have any right or authority to create any obligation on behalf of the other party.
    • Your use of the IronSource Mobile Platform and any part thereof is conditional on your acceptance of the terms and conditions of this Agreement.
    • This Agreement, together with the Insertion Order, constitute the entire understanding between the parties with respect to the matters referred to herein and supersedes and cancels all prior agreements to the subject hereof, if any, between the parties. The headings of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.
    • If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances.
    • Failure to enforce any rights or to take action against either party in the event of any breach hereunder shall not be deemed a waiver of such rights or of subsequent actions in the event of future breaches.
    • You may not assign or transfer the Agreement (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign or transfer the Agreement without restriction or notification.
    • This Agreement shall be binding on and inure to the benefit of each of the parties and their respective successors and assignees. This Agreement is not made for the benefit of any third party who is not a party hereto, and only the parties hereto or their respective successors and permitted assigns will acquire or have any benefit, right, remedy or claim under or by reason of this Agreement.
    • This Agreement will be governed by, construed and enforced in accordance with the laws of the state of New York, without regard to its conflicts of law principles or provisions. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Any disputes arising out of or in connection with this Agreement shall be finally exclusively settled under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”) by one arbitrator appointed in accordance with the ICC Rules (the “Arbitrator”). The arbitration shall take place in New York, New York and shall be conducted in the English Language. The arbitration shall be conducted on a confidential basis. The award passed by the Arbitrator shall be final and binding on both the parties. Nothing contained herein shall prevent us from applying to any court of law in order to (i) obtain injunctions or any equivalent remedy, against you, in order to restrain the breach of any restrictive covenants pursuant to this Agreement, or (ii) obtain specific performance of the payment obligations set forth in section 5 of this Agreement. The arbitration award shall be enforceable in any court of competent jurisdiction. Any motion to enforce or vacate an arbitration award under this agreement shall be kept confidential to the maximum extent possible.
    • Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder as a result of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, acts of God, war, governmental action, or any other cause that is beyond the reasonable control of such party.
    • All notices required or permitted under this Agreement shall be in English and in writing. Notices shall be delivered as follows: (a) to us – by e-mail, registered or certified mail (postage prepaid) or by overnight courier service, at the address set forth on the IronSource Mobile site, and (b) to you by e-mail to address associated with your Advertiser Account. A notice shall be deemed given (i) upon receipt when delivered personally, (ii) upon verification of receipt via e-mail, (iii) within one (1) Business Day of being sent by overnight courier, or (iv) within three (3) Business Days of being sent by registered or certified mail. For purposes of the foregoing, you agree that we may rely upon the e-mail address you provided as part of the Advertiser Account and that we will not be responsible for delays in the delivery of e-mails which delays are not associated with your mail server.
  • Contact Us.
    If you have any questions (or comments) concerning the Agreement, you are most welcome to contact us at legal@ironsrc.com.

 

ADVERTISER ONLINE TERMS AND CONDITIONS
Last updated on: May 1, 2017