ironSource Mobile SDK Publisher Online Terms & Conditions

IRONSOURCE MOBILE SDK PUBLISHER ONLINE TERMS AND CONDITIONS

Last updated: September 15, 2020

Important information – please read carefully: this IronSource Mobile SDK Publisher Online Terms and Conditions (together with the attached addendums, schedules and other attachments, the “Agreement”) is a legally binding and enforceable agreement between ironSource Mobile Ltd. (including its affiliates) (“Company”, “we”, “us”, “our” or “IronSource”) and you, a mobile applications developer (“you” or “Publisher”). IronSource and Publisher are sometimes referred to in this Agreement as a “Party” and collectively the “Parties”.

To the extent you are using the ironSource Mobile Platform (as defined below) for the purpose of user acquisition as an advertiser, and not as a Publisher, the separate agreement executed between you and ironSource shall govern and overcome this Agreement.

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.

BY CLICKING “ACCEPT” “SIGN UP” “LOG IN” (OR ANY SIMILAR LANGUAGE), AND/OR BY ACCESSING AND/OR USING THE PRODUCTS, THE SDK, THE MEDIATION PLATOFRM AND/OR YOUR PUBLISHER ACCOUNT (ALL AS DEFINED BELOW AND COLLECTIVELY, THE “IRONSOURCE MOBILE PLATFORM”), YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT AND AGREE THAT FROM SUCH POINT ONWARDS YOU SHALL BE TREATED FOR ALL INTENTS AND PURPOSES BY IRONSOURCE AS A PUBLISHER ON THE IRONSOURCE MOBILE PLATFORM. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS 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 IRONSOURCE MAY PROVIDE YOU WITH NOTICES IN ACCORDANCE WITH THIS AGREEMENT.

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 “Publisher” 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 refrain from accepting this Agreement and may not access and/or use the ironSource Mobile Platform. We recommend saving a copy of this Agreement for your records.

You may not access the ironSource Mobile Platform if (a) you do not agree to the terms and conditions of this Agreement, and/or (b) you are our direct competitor, as shall be determined at our sole and absolute discretion, unless you received our prior written consent, and/or (c) you accept this Agreement for the sole purpose of analyzing and/or testing its availability, performance or functionality, or for any other competitive purposes.

1. Definitions. In these Terms and Conditions, the following terms shall have the following meanings and unless the context requires otherwise, any other defined term shall have the meaning given to it in the Insertion Order entered into between the parties to this Agreement:

1.1. “Advertiser(s)” means third party merchants, retailers, service providers, content providers, affiliates, agents and/or advertisers that offers Advertisements by virtue of the Service.

1.2.   “Advertisement” means an asset, including without limitation an interactive ad, that contains certain advertising content offered to End Users via the Publisher’s App, served by ironSource through ironSource’s SDK/API/Tag serving or any other format as part of the Service.

1.3.   “App Store(s)” means the applicable official mobile application store for the Operating System selected by Publisher in the IO.

1.4.   “Applicable Rules” means any and all applicable laws, rules, regulations, contractual and fiduciary obligations, including without limitation, any terms, policies, guidelines, and agreements which may regulate and/or apply to Publisher’s use of the Service or any part thereof, including those of the applicable Operating Systems, applicable App Store(s) and/or social networks, all as may be updated from time to time.

1.5.   “Business Day” means any day that is not a Saturday, Sunday or public holiday, on which banks in Israel are generally open for business.

1.6.   “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), 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 Receiving Party (as defined below) can demonstrate in its records to have been: (i) known by the Receiving Party (without breach of any confidentiality obligation by any third party) prior to disclosure by the Disclosing Party (as defined below); (ii) independently developed by the Receiving Party without the use of or reference to any Confidential Information; (iii) legally received by the Receiving Party (without breach of any confidentiality obligation by any third party) from a third party that is not under a confidentiality obligation to the Disclosing Party; or (iv) publicly available through no breach of this Agreement by Receiving Party.

1.7.   “End User” means a natural person that downloads, installs and/or uses a Publisher’s App.

1.8.   “Forbidden Activity” means, unless otherwise agreed by the Parties in writing: (a) engaging in or encouraging conduct that would be considered a criminal offense or could give rise to civil liability; (b) violation of any Applicable Rules; (c) use, endorsement, and/or promotion of any Forbidden Content; (d) violation of any third party terms which are available with or as part of any software and/or product whether used by Publisher or otherwise; (e) distribution of any material that contain any software viruses or any other  code, file or program designed to interrupt, hijack, destroy or limit the functionality of any mobile device, software, hardware, network or telecommunications equipment; (f) fraudulent activity including but not limited to automated actions generation and non-human traffic, including bots, spyware, phishing, including but not limited to actions taken by End Users attempting to manipulate ironSource’s ability to control, monitor and render the Services (each of which shall be deemed “Fraudulent Activity”); (g) compensate End Users for engaging with advertisements other than in a designated ad unit; and (h) acting in violation of any Operating System’s or App Store’s policies.

1.9.   “Forbidden Content” means any content that may be considered as offensive, harmful, misleading, deceptive, fraudulent, unfair, immoral, indecent, pornographic, obscene, sexually explicit, excessively profane, racist, ethnically offensive, threatening, excessively violent, defamatory, hate speech, gambling (including games of skill that offer prizes of cash or other value), discriminatory, malware, illegal drugs or arms trafficking, alcohol, tobacco, prescription drugs or weapons.

1.10.            “Insertion Order” or “IO” means a mutually agreed document that incorporates this Agreement and contains specific instructions regarding the services provided herein.

1.11.            “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.

1.12.            “Marks” mean all trademarks, service marks, trade names, trade dress and associated logos, in each case, whether or not registered.

1.13.            “Mediation Platform” means ironSource’s proprietary ad monetization platform which enables Publisher to integrate, manage and optimize third party ad networks (“Third Party Ad Networks”), with whom Publisher has a direct agreement.

1.14.            “Net Revenue” means the gross revenue generated and actually received by ironSource from third parties with respect to each Advertisement minus revenue generated through Forbidden Activity, refunds, taxes, transaction costs and expenses related to such revenue.

1.15.            “Product(s)” means the ironSource proprietary products available to the Publisher: iS Offerwall and/or iS Rewarded Video and/or iS Interstitial and/or iS Banners and/or the Mediation Platform.

1.16.            “Operating System” means one of the following operating systems: iOS and/or Android and/or Amazon and/or Canvas and/or web.

1.17.            “Publisher Account” means a personal account designated to Publisher in order to utilize the Service, which includes, inter alia, Publisher’s Apps’ details and its performance, analytics, rate and any other information or features that ironSource may add, at its sole and absolute discretion.

1.18.            “Publisher’s App(s)” and/or “Application(s)” means the Publisher’s proprietary mobile applications indicated in the IO including, any software code, technology, content and other materials included therein, but excluding ironSource’s Intellectual Property.

1.19.            “Services” means the delivery of Advertisements by ironSource to be displayed on the Publisher’s App, supportive features and the Mediation Platform, all according to the terms of this Agreement.

1.20.            “SDK” means ironSource’s software development kit for integrating the Products into mobile applications.

2.   Scope of Engagement.

2.1.   Publisher is the owner and/or licensed operator of the Publisher’s App, and wishes that ironSource provide it with online Advertisements for the purpose of displaying such Advertisements via Publisher’s App, and in return ironSource shall provide consideration to Publisher, all subject to and in accordance with the terms and conditions set forth in this Agreement.

2.2.   As part of the Service, Publisher will be assigned a username and password with which Publisher shall be able to access the Publisher Account. Publisher agrees: (a) to keep its password secure and confidential; (b) not to permit others to use the Publisher Account; and (c) not to transfer or assign the Publisher Account’s password to a third party. Publisher is solely responsible for actions taken in Publisher’s Account, ironSource shall not be liable for any loss or damage arising from any unauthorized use of the Publisher Account or any other breach of security pertaining to the Publisher Account, including with respect to any Publisher details update made through the Publisher Account. Publisher agrees to notify ironSource immediately of any unauthorized use of the Publisher Account or any other breach of security.

2.3.   IronSource may, in its sole discretion, at any time: (a) determine the scope of the Service, including, the Advertisements that are available to the Publisher; and (b) modify, replace or make any other changes to, or discontinue or suspend, the Service (or any part thereof) or the Publisher Account. IronSource does not have any obligation to monitor any materials or content which are available as part of the Services.

2.4.   Publisher shall display the Advertisements on Publisher’s App according to the terms of this Agreement, including any placement requirements and technical specifications provided by ironSource, to enable proper display of such Advertisements. Publisher shall not add, modify, alter, delete content, text or appearance of the Advertisement without the prior written approval of ironSource.

2.5.   As part of the Service and if specifically indicated in the Insertion Order, Publisher shall be entitled to use ironSource’s mediation platform which allows publishers to manage, serve and optimize advertisement campaigns (the “Mediation Platform” and “Mediation Services” respectively), including by communicating with supported Third Party Ad Networks. Publisher acknowledges that with respect to Publisher Advertisement Campaigns (as defined below), ironSource does not have a direct contractual relationship with Third Party Ad Networks (regarding such campaigns) and acknowledges that ironSource does not monitor such campaigns. Publisher shall maintain a direct operational and legal relationship with the Third Party Ad Networks and ironSource shall have no responsibility and\or liability whatsoever with respect to any relationship between Publisher and such Third Party Ad Networks, including without limitation, any communication, data transfers and/or any aspect of the Publisher Advertisement Campaigns. Specifically, Publisher acknowledges that ironSource shall have no liability and/or responsibility for the communication of End-User’s privacy and/or choice signals to and/or from the Third Party Ad Network and/or compliance of the Publisher Advertisement Campaigns and/or the Third Party Ad Networks with any Applicable Rules. It is Publishers sole responsibility to ensure each Third Party Ad Network’s compliance with Applicable Rules and End-User’s rights and choices. For the purpose of this section “Publisher Advertisement Campaigns” means advertising campaigns that are not delivered by ironSource, even if served as part of the Services. ironSource reserves the right, at its sole discretion, to end the Mediation Services or to change the charged fees for the use of the Mediation Platform, all on a non-retroactive basis by providing a prior written notice to Publisher.

2.6.   As part of its supply side platform, IronSource may offer an IronSource managed programmatic exchange as well as programmatic support for its advertisers, in order to provide optimization across Third Party Ad Networks and programmatic buyers (the “Programmatic Platform”).  Publisher acknowledges that ironSource reserves the right to determine the mechanics of the auction and Programmatic Platform and provides no warranties with respect to the availability or operations of such platform.

2.7.   Unless otherwise is set within the Publisher Account, ironSource shall have the option to serve Advertisement, to any impression which was not otherwise served by any other waterfall network or other demand source, subject to default terms available to Publisher, which shall be referred to as ‘back-fill’ in the Publisher’s Dashboard (as defined below).

3.   License; Proprietary Rights.

3.1.   As between the Parties: (i) ironSource and its licensors (if any) retain all rights, title and interest, including Intellectual Property in and to, any and all components of the Service, including without limitations its platforms, SDK(s) (if integrated) and ironSource’s Confidential Information, the Advertisement (including any content placed in the Advertisement), and all modifications, enhancements, improvements, and/or derivatives to any of the foregoing. All rights in and to the foregoing not expressly granted hereunder are reserved to ironSource and its licensors (if any); and (ii) Publisher and its licensors (if any) retain all rights, title, and interest, including Intellectual Property in and to, any and all components of Publisher’s App and Publisher’s Confidential Information, and all modifications, enhancements, improvements, and/or derivatives to any of the foregoing; all rights in and to the foregoing subsection (ii) which are not expressly granted hereunder are reserved to Publisher and its licensors (if any). IronSource hereby provides Publisher with a limited, non-exclusive, non-sub licensable, non-transferable, royalty free worldwide right, under its Intellectual Property and the licenses provided to it by third parties, only during the Term of this Agreement, to display the Advertisement on Publisher’s App solely according to the terms of this Agreement. Each party acknowledges and agrees that any and all goodwill and other proprietary rights that are created by or that result from a party’s use of the other party’s Marks as permitted hereunder will inure solely to the benefit of the other party.

3.2.   The Publisher (or any person acting on its behalf) may not: (a) copy, modify, execute or perform publicly, make available to the public, reduce to human readable form, emulate, sell, resell, lease, rent, lend, sublicense, make any commercial use, process, adapt, translate, modify, reverse engineer, combine with any software or application (other than as expressly permitted under this Agreement), decompile, disassemble or create derivative works of any material that is subject to ironSource’s Intellectual Propriety, other than as expressly permitted under this Agreement; (b) make any use of the Service, or any part thereof other than as expressly permitted hereunder, including by suspending the operation of the SDK at any time during the Term; and (c) interfere with or disrupt the operation of the Services, or the servers or networks that host and/or connect with the Service and/or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks.

3.3.   Publisher agrees that ironSource may: (a) feature the Publisher’s App and Marks in different marketing materials and as part of promotional campaigns, including newsletters, case studies and press releases; and (b) identify Publisher as a user of the Service.

4. Publisher Obligations and Requirements.

4.1.   Publisher will comply with all Applicable Rules, including data protection and privacy laws and rules applicable to the personal information of the End Users that is being accessed, collected, used and/or shared by Publisher. The Publisher shall post in the Publisher’s App a privacy policy that abides by all applicable rules, laws, acts and regulations and that provides legally adequate disclosure to its End Users about: (i) any information relating to End Users that will be provided or is otherwise accessible to ironSource in connection with the Services, as set forth in the IronSource Mobile Privacy Policy as available on ironSource’s website  and (ii) to the extent applicable, in a conspicuous manner, in accordance with a mechanism in which an End User may opt-out of receiving targeted ads based on the End User’s behavior and interests. Publisher hereby confirms that it has read and understood the IronSource Mobile Privacy Policy, and that nothing therein is contrary to Publisher’s privacy policy.

4.2.   Publisher must indicate and flag, through its Publisher Account, any Application(s) directed to children under the age of 13 under the U.S. Children’s Online Privacy Protection Act and its implementing regulations (collectively, “COPPA”) and any other Application(s) that the Publisher believes to be subject to COPPA or to other child protection privacy laws, including the California Consumer Privacy Act and the EU General Data Protection Regulation 2016/679 (“GDPR”), in accordance to the age set forth in such legislation applicable to the End User (collectively, “Child Protection Laws”).  Additionally, for any Application(s) that are not indicated as directed to children through the Publisher Account, including Application(s) that are directed to a general audience, the Publisher must indicate and flag, through the applicable API parameter or account set-up, any specific End Users that are subject to COPPA, or any Child Protection Law. The Publisher represents and warrants, and shall be exclusively responsible for ensuring, that ironSource will not receive and it and any third party on its behalf will not make available to ironSource any data that may be regarded as “special categories of personal data” under the GDPR, including to the extent that the use by an End-User of the Publisher’s Application may provide an indication about such End-User that can be considered a “special category of personal data” under the GDPR.

4.3.   Notwithstanding anything to the contrary in this Agreement, Publisher acknowledges and agrees that each instance of Forbidden Activity or a violation of Publisher‘s obligations under this Agreement, may cause ironSource irreparable harm and therefore and without derogating from any other remedy available to ironSource in equity or Applicable Rules, will entitle ironSource to withhold and offset any Consideration (as defined below) due to Publisher. IronSource shall determine if Fraudulent Activity has occurred based on the determinations of third party fraud identifiers and/or ironSource’s internal analysis and in case it has been established that Fraudulent Activity has occurred, ironSource will be entitled to withhold and offset any Consideration due to Publisher.

4.4.   You hereby acknowledge and agree to the terms of the Data Processing Addendum attached hereto.

5. Payment.

5.1.   Subject to full compliance with the terms and conditions of this Agreement and if explicitly agreed to by the parties in writing, Publisher may be entitled to receive payment from ironSource’s Net Revenues during the Term hereof, according to the terms specified in the relevant Insertion Order (the “Consideration”). Unless otherwise agreed by the Parties, the Consideration shall be based on settings of the Publisher Account. Notwithstanding anything else to the contrary set forth in the Agreement, Publisher acknowledges and agrees that ironSource shall have no obligation to pay Publisher any Consideration with respect to amounts generated as a result of: (i) Publisher’s breach of any of the terms and conditions of the Agreement; and/or (ii) Publisher’s breach of any Applicable Rule(s), and/or; (iii) conduct of Forbidden Activity, whether initiated by the Publisher, an End User or any third party. ironSource may withhold and/or offset, or, in the event that Publisher owes ironSource amounts pursuant to this Agreement or any other engagement (as it shall deem appropriate, at its sole discretion) any Consideration previously received by Publisher in respect of any matter under subsection (i) and (ii) of this section.

5.2.   Unless explicitly agreed otherwise by the Parties, ironSource may be entitled to receive payments from Publisher during the Term hereof with respect to Service Fees. The Service Fees shall include the following:

5.2.1.Server Side Mediation (tag) Fee. ironSource will charge a fee of US$1 CPM with respect to Server side mediation tags used by Publisher through the Mediation Platform. “Server Side Mediation” means dvertisement demand sources served via sources other than SDK demand sources.

5.2.2.Direct Campaigns. ironSource will charge a fee of US$0.5 CPM with respect to Direct Campaigns used by Publisher through the Mediation Platform. “Direct Campaigns” means Advertisements received by Publisher from independent third party demand sources, excluding Third Party Ad Networks.

5.2.3.IronSource will charge a fee of 10% out of the User Acquisition spend (as measured by the ironSource User Acquisition Platform) of the Publisher with respect to Cross Promotional Campaigns in the Application served through ironSource Cross Promo designated feature. “Cross Promotion Campaigns” means serving advertisement for a Publisher asset on a Publisher’s App, through the Mediation Platform’s designated Cross Promo feature. 

5.3.   Calculations of the Consideration and Service Fees, as applicable, will be based solely on ironSource’s tracking and reporting platform. Payment of the Consideration shall be made within sixty (60) days after the end of each calendar month, in U.S. Dollars by electronic funds transfer and payments of the Service Fees shall be made within thirty (30) days after the end of each calendar month, in U.S. Dollars by electronic funds transfer. Publisher agrees that ironSource shall not be required to pay Publisher until such time that the amount owed to Publisher equals or exceeds Two Hundred and Fifty U.S. Dollars (US$250), and such amount shall accumulate until such time as the payment due to Publisher exceeds Two Hundred and Fifty U.S. Dollars (US$250). 

5.4.   If Publisher wishes to dispute the calculation of the Consideration or the Service Fees, it will provide ironSource with a written notice (via e-mail to the address set forth in the Insertion Order) specifying the reasons for the dispute with as much detail as possible (the “Dispute Notice”), by no later than seven (7) days of delivery of the applicable calculations to the Publisher, whether provided in a Report (as defined below) or otherwise.

5.5.   The Publisher Account includes a dashboard where Publisher will be able to view reports regarding the number of impressions, clicks, eCPM rates and Publisher’s then current estimated revenue (the “Dashboard”). Publisher acknowledges and agrees that the Dashboard is provided to Publisher for convenience purposes only and ironSource is not liable for any unavailability or inaccuracy, temporary or otherwise, of the Dashboard, including without limitation and specifically/particularly with respect to Third Party Ad Networks. Publisher acknowledges and agrees that the manner in which the Dashboard reports are generated (the “Reports”), including without limitation, the manner in which the Consideration is calculated and presented therein may be modified and/or altered by ironSource at any time without prior notice to Publisher. For the avoidance of any doubt, the Reports shall be considered a part of ironSource’s Confidential Information.

5.6.   Publisher acknowledges and agrees that it will pay all applicable taxes, including without limitation, value-added, customs fees, import duties or other taxes and duties imposed by any governmental authority imposed on Publisher with respect to the Consideration. Furthermore, Publisher agrees to refund ironSource for any Consideration that was paid to Publisher and is subject to chargeback or other fees ironSource may have paid following payment to Publisher.

6. Confidentiality.

Each Party (the “Receiving Party”) may use the Confidential Information disclosed to it by the other party (the “Disclosing Party”) only as necessary to exercise rights and perform obligations under the Agreement. Receiving Party shall not disclose the Confidential Information of the Disclosing Party to any third party without its prior written consent. Receiving Party will protect Disclosing Party’s Confidential Information from disclosure or misuse by utilizing the same degree of care as it does for Receiving Party’s own Confidential Information of like importance, but will at least use reasonable care. Each Party agrees to restrict access to the Confidential Information to those of its officers, directors and employees (including of its affiliates), independent contractors or service providers it retains (collectively “Employees”), who have a “need to know” of such Confidential Information, have been instructed as to the confidential nature of such information and are bound by written confidentiality obligations at least as restrictive as the obligations imposed on the parties hereto by this Agreement. Each Party hereto shall be liable to the other in the event that any of its Employees breach these obligations. Nothing in this Agreement shall prevent the Receiving Party from disclosing the Confidential Information of the Disclosing Party pursuant to a valid order of a court or government agency, or pursuant to applicable law or regulation, provided that the Receiving Party provides prompt prior written notice to the Disclosing Party of such obligation and the opportunity to oppose such disclosure. Upon such disclosure, the Receiving Party shall disclose only such portion of the Confidential Information that is required in order to comply with the specifications of such court or governmental order. Upon termination of the Agreement for any reason or other written demand of the Disclosing Party, the Receiving Party shall automatically and without the need for any further action to be taken by Disclosing Party, cease using the Confidential Information provided by the Disclosing Party and return the Confidential Information and all copies, notes or extracts thereof to the Disclosing Party within seven (7) days of receipt of notice.

7. Representations and Warranties.

7.1.   Each party hereby represents, warrants and undertakes to the other party, 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; and (c) it shall not bind the other party to any agreement or obligation or give any representation, warranty or guarantee in respect of the other party, except for those that are specifically authorized by the other party hereunder and/or in advance and in writing.

7.2.   IronSource hereby represents, warrants and undertakes that during the Term hereof, it will use commercially reasonable efforts to provide the Services and perform its obligations hereunder. IronSource shall make reasonable commercial efforts, at least in the level customary in the industry, that the Advertisements provided to Publisher shall not include pornography, child abuse, and/or any extremely graphic violent or hate-oriented content.  

7.3.   Publisher hereby represents, warrants and undertakes that: (i) it is solely responsible for the Publisher’s App; (ii) the execution of the Agreement and the performance by the Publisher of its obligations under the Agreement do not and will not violate any other obligation or agreement, by which it is bound or to which it is subject; (iii) it and the Publisher’s App shall comply with all Applicable Rules;  (iv) it will not act in any manner that may have any adverse impact on the goodwill and/or reputation of ironSource; (v) it will only use the Services for the purposes and in the manner expressly permitted under the Agreement; (vi) neither it nor any other third party on its behalf, will engage in a Forbidden Activity; and (vii) the information provided by Publisher to ironSource before or after the Effective Date shall be correct and accurate.

8. 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, IRONSOURCE MAKES 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, IRONSOURCE DOES 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) PUBLISHER WILL PROFIT OR DERIVE ANY ECONOMIC BENEFIT FROM PUBLISHER’S 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.

The ironSource Mobile Platform and Services may contain open-source software (the “Open Source Software”) provided under separate license terms (the “Open Source License Terms”). The applicable Open Source License Terms (including, without limitation, any copyrights held by copyright holders indicated in the corresponding source files) are available at https://developers.is.com/ironsource-mobile/general/open-source-tc/.

Publisher’s use of the Open Source Software in conjunction with the Services is permitted under the terms of this Agreement. However, Publisher may have additional rights under certain Open Source License Terms and the terms of this Agreement are not intended to impose further limitations on Publisher’s use of the Open Source Software. It is hereby acknowledged and agreed by the Publisher that the Open Source Software is provided “AS-IS”, WITHOUT ANY WARRANTY OF ANY KIND, AND IRONSOURCE FURTHER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE OPEN SOURCE SOFTWARE, INCLUDING WITHOUT LIMITATION NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  NEITHER IRONSOURCE NOR THE LICENSORS AND/OR COPYRIGHT HOLDERS OF THE OPEN SOURCE SOFTWARE SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, HOWEVER CAUSED, WHETHER IN STRICT LIABILITY, CONTRACT OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE, DISTRIBUTION, OR ANY OTHER ACT IN CONNECTION WITH THE OPEN SOURCE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Limitation of Liability.

IN NO EVENT WILL EITHER PARTY, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY, FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION TO DAMAGES FOR ANY LOST PROFITS OR REVENUES, LOSS OF GOODWILL, SERVICE INTERRUPTION, LOSS OF CUSTOMERS, LOSS OF ANY EQUIPMENT OR SOFTWARE, SYSTEMS, COMPUTER DAMAGE OR SYSTEM FAILURE, LOSS OF DATA OR INFORMATION, SERVICE INTERRUPTION, INTEREST CHARGES OR COST OF CAPITAL, COST OF PROCUREMENT OF SUBSTITUTE EQUIPMENT, SOFTWARE, SYSTEMS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR WITH RESPECT TO IRONSOURCE, PUBLISHER’S ABILITY OR INABILITY TO USE THE IRONSOURCE PLATFORM UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY SHOULD HAVE REASONABLY FORESEEN 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 WILL EITHER PARTY’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EXCEED THE AMOUNTS RECEIVED BY PUBLISHER UNDER THE AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM IS MADE. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 9 SHALL NOT LIMIT EITHER PARTY’S LIABILITY FOR BREACH OF ITS OBLIGATIONS UNDER SECTION 6 AND SECTION 7. THE LIMITATION OF LIABILITY INCLUDED IN THIS SECTION SHALL NOT APPLY TO CASES OF FRAUD OR WILLFUL MISCONDUCT.

10. Indemnification.

Each party (the “Indemnifying Party”) will defend, hold harmless, and indemnify the other party and/or its subsidiaries, affiliates, licensors, successors and permitted assigns, and their respective directors, officers, employees, and agents (collectively, the “Indemnified Group”) from and against any and all claims, suits, actions, demands, proceedings, costs, expenses, losses, damages and/or liabilities of any kind (including but not limited to reasonable attorney’s fees) asserted or filed, brought, commenced or prosecuted (collectively, “Demands”) by any third party against the Indemnified Group arising out of or relating to a breach or alleged breach of any warranty, representation or obligation made by the Indemnifying Party under this Agreement and with respect to Publisher as an Indemnifying Party, the End Users’ use of the Publisher App. The Indemnified Group will: (i) promptly notify the Indemnifying Party of any Demand; (ii) provide the Indemnifying Party, at the cost of the Indemnified Group, reasonable information and assistance in defending the Demand; and (iii) give the Indemnifying Party control over the defense and settlement of the Demand; provided, however, that any settlement will be subject to the Indemnified Group’s prior written approval (which approval shall not be unreasonably withheld or delayed). The Indemnified Group may join in the defense of any Demand at its own expense. 

11. Term and Termination.

11.1.            This Agreement will commence on the Effective Date (as such term is defined in the Insertion Order) and will continue in perpetuity unless it is terminated as set forth herein (the “Term”).

11.2.            This Agreement may be terminated in accordance with any of the following provisions:

11.2.1.   Unless otherwise stated in the IO, either party may terminate this Agreement upon five (5) days’ prior written notice, for any reason and without liability.

11.2.2.   Each party may terminate this Agreement immediately, if the other party: (i) breaches any of its obligations, representations and/or warranties herein contained and does not cure such breach within ten (10) days of receiving written notice thereof, or (ii) becomes insolvent or makes any assignment (whether voluntary or involuntary) for the benefit of creditors or, or has any petition under bankruptcy, insolvency or administration law filed against it, which petition is not dismissed within thirty (30) days of such filing, or has a trustee, administrator or receiver appointed for a material portion of its business or assets. If a party becomes subject to any of the foregoing events it will immediately provide the other party with written notification thereof.

11.3.            ironSource may immediately, block Publisher’s access to the Publisher Account, temporarily or permanently, suspend the Publisher Account or terminate this Agreement, withhold any payment due hereunder to the extent determined by ironSource in addition to any other remedies that may be available to ironSource under this Agreement and/or any Applicable Rules, if Publisher engages in any acts prohibited by this Agreement.

11.4.            Upon the termination of this Agreement, for any reason: (i) all rights and licenses granted herein shall terminate immediately and without any need for any further action to be taken by either party; (ii) Publisher’s right to use the Service and/or any part thereof, will terminate and, if integrated with Publisher’s App, the Publisher must promptly remove and delete the SDK from the Publisher App and systems and destroy all copies of the SDK; (iii) the Publisher’s access to the Publisher Account will be blocked; (iv) each party shall promptly return to the other party, or destroy and certify the destruction of, all of the other party’s Confidential Information.

11.5.            IronSource will not be liable to Publisher or any person for the termination of this Agreement or termination of Publisher’s access to the Publisher Account. Furthermore, ironSource will have no obligation to maintain any information stored in its data centers related to the Publisher Account or to forward any information to Publisher or any person following the termination of this Agreement. Following the termination of this Agreement or suspension of the Publisher Account, any information which is related to the Publisher Account may no longer be accessed by Publisher.

11.6.            The following sections will survive the termination of this Agreement: Sections 1, 5, 6, 8-10, this Section 11.6, and Section 12.

12. General.

12.1.            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.

12.2.            This Agreement constitutes 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. This Agreement may only be amended by the parties’ mutual written consent.

12.3.            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.

12.4.            Failure to enforce any rights or to take any action against either party in the event of any breach hereunder shall not be deemed as a waiver of such rights or of subsequent actions in the event of future breaches.

12.5.            Neither party shall be entitled to assign or transfer this Agreement or any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, ironSource may assign any of its rights and obligations under this Agreement, without receiving Publisher’s consent: (a) if such assignment is made to any of its affiliates or subsidiaries, provided that ironSource will notify Publisher of such assignment; or (b) in connection with any merger, consolidation, change of control or sale of all or a material portion of its assets. Any unauthorized assignment or transfer shall be null and void.

12.6.            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.

12.7.            This Agreement will be governed by, construed and enforced in accordance with the laws of the State of Israel, 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 exclusively settled by binding arbitration 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 Israel and shall be conducted in the English Language. The arbitration proceedings shall be conducted on an expedited basis and shall result in an award within no more than 60 days. The arbitration shall be conducted on a confidential basis. The award of the Arbitrator shall be final and binding on the parties. Nothing contained herein shall prevent either party from applying to any court of law in order to obtain temporary injunctions and equitable relief, or any equivalent temporary remedy, against the other Party, in order to restrain the breach of any restrictive covenants pursuant to 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.

12.8.            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.

12.9.            All notices required or permitted under this Agreement shall be in English and in writing. Notices shall be delivered as follows: (a) to ironSource – by e-mail, registered or certified mail (postage prepaid) or by overnight courier service, at the address set forth in the Insertion Order, and (b) to Publisher by e-mail to address associated with Publisher 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, Publisher agrees that ironSource may rely upon the e-mail address Publisher provided as part of the Publisher Account and that ironSource will not be responsible for delays in the delivery of e-mails which delays are not associated with Publisher’s mail server.

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: https://platform.ironsrc.com/partners/terms-and-conditions, and in addition, should the update be material, provide you with notice pertaining to such update which may be provided through the Dashboard. 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.

DATA PROTECTION ADDENDUM

This Data Protection Addendum (“Addendum”) forms an integral part of the Agreement (“Principal Agreement”) between: (i) ironSource Mobile Ltd. (“ironSource”); and (ii) the entity and/or person specified in ironSource’s dashboard under the following link: https://platform.ironsrc.com/partners/funds/company/info  (“Publisher”).

RECITALS:

1.         The terms used in this Addendum shall have the meanings set forth in this Addendum. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Principal Agreement.  Except as modified below, the terms of the Principal Agreement shall remain in full force and effect.

1. In consideration of the mutual obligations set out herein, the parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Principal Agreement.  Except where the context requires otherwise, references in this Addendum to the Principal Agreement are to the Principal Agreement as amended by, and including, this Addendum.
2. Publisher and ironSource have entered into a Principal Agreement pursuant to which ironSource will provide certain Services to publisher. IronSource’s liability for this Addendum is limited to the period of the validity of the Principal Agreement, i.e. the period during which ironsource is contracted by Publisher for the provision of the services.
3. To the extent that the provision of such services involves the processing of Publisher Personal Data, the parties have agreed to enter into this Addendum for the purposes of ensuring compliance with the applicable data protection legislation.

1. Definitions
2. In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:
3. “Applicable Laws” means European Union or Member State laws with respect to any Publisher Personal Data in respect of which Publisher is subject to EU Data Protection Laws;
4. “Publisher Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Publisher for the performance of the Principal Agreement;
5. “Contracted Processor” means ironSource or a Subprocessor;
6. “EEA” means the European Economic Area;
7. “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
8. “GDPR” means EU General Data Protection Regulation 2016/679;
9. “Restricted Transfer“ means a transfer of Publisher Personal Data to ironSource, where such transfer would be prohibited by Applicable Laws in the absence of the Standard Contractual Clauses.
10. “Services” means the services and other activities to be supplied to or carried out by or on behalf of ironSource for Publisher pursuant to the Principal Agreement;
11. “Standard Contractual Clauses” means the agreements executed by and between ironSource and Publisher and attached hereto as Schedule 3 and Schedule 4 pursuant to the  European Commission’s decision (C(2010)593) of 5 February 2010 on Standard Contractual Clauses for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection and the European Commission’s decision (C(2001)1539) of 15 June 2001 on Standard Contractual Clauses for the transfer of personal data to third countries, under Directive 95/49/EC respectively;
12. “Subprocessor” means any person (excluding an employee of ironSource or any of its sub-contractors) appointed by or on behalf of ironSource to Process Personal Data on behalf of Publisher for the performance of the Principal Agreement; and
13. “ironSource Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with ironSource, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.
14. The terms, “Commission“, “Controller“, “Data Subject“, “Member State“, “Personal Data“, “Personal Data Breach“, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
15. The word “include” shall be construed to mean include without limitation, and cognate terms shall be construed accordingly.
16.         Processing of Publisher Personal Data
17. Publisher has all required rights, licenses, and permissions to make the Publisher Personal Information available to any Contracted Processor. Publisher has provided all notices and has obtained all consents, as required by and in compliance with Applicable Laws, including notices at or before the point of collection of the Publisher Personal Information by ironSource. The Publisher hereby acknowledges and agrees that ironSource shall act as a Controller with respect to the purposes of Processing specified in ironSource’s privacy policy. Accordingly, Publisher hereby represents, warrants, and undertakes that at all times during the term of the Principal Agreement, Publisher shall include a link to ironSource’s privacy policy from the Publisher’s privacy policy available to the user prior to downloading the Publisher’s app(s) in connection with the Principal Agreement. The Publisher shall indemnify ironSource, and shall be fully liable, for any damages, losses, costs, and/or expenses arising out of or relating to any breach of this Section. In the event that Publisher asks its users for consent for any Processing, Publisher shall notify ironSource at least 30 days prior to requesting such consent, and shall cooperate with ironSource with respect to the mechanism of notifying ironSource about such consent, and/or withdrawal of such consent. Publisher represents and warrants that such consent shall comply with all Applicable Laws, and that ironSource’s reliance on such consent shall not cause ironSource to be in violation of any Applicable Laws.
18. This addendum shall apply only (i) to the extent that the Applicable Laws apply to the processing of Publisher Personal Data; and (ii) to the Processor Services for which the parties agreed to this Addendum.
19. ironSource shall not, when acting as a Processor of Publisher, Process Publisher Personal Data other than on the Publisher’s documented instructions unless Processing is required by Applicable Laws to which the relevant Contracted Processor is subject, in which case ironSource shall, to the extent permitted by Applicable Laws and commercially practicable, inform the Publisher of that legal requirement before the relevant Processing of that Personal Data.
20. Publisher:
21. shall comply with all Applicable Laws in the Processing of Publisher Personal Data;
22. instructs ironSource (and authorises ironSource to instruct each Subprocessor) to:
23. Process Publisher Personal Data; and
24. in particular, transfer Publisher Personal Data to any country or territory,

as reasonably necessary for the provision of the Services and consistent with the Principal Agreement; and

5.         Annex 1 to this Addendum sets out certain information regarding the Contracted Processors’ Processing of the Publisher Personal Data as required by article 28(3) of the GDPR. Nothing in Annex 1 confers any right or imposes any obligation on any party to this Addendum.
6.         ironSource Personnel

ironSource shall take reasonable steps to ensure that access to the Publisher Personal Data is limited to those individuals who need to know / access the relevant Publisher Personal Data, as necessary for the purposes of the Principal Agreement, and that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4.         Security
5. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, ironSource shall in relation to the Publisher Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
6. In assessing the appropriate level of security, ironSource shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.
7.     Subprocessing
8. The Publisher generally authorises ironSource to appoint (and permit each Subprocessor appointed in accordance with this Section 5 to appoint) Subprocessors. Publisher specifically authorises the engagement of ironSource’s Affiliates as Subprocessors. 
9. ironSource may continue to use those Subprocessors already engaged by ironSource as at the date of this Addendum as specified at: https://developers.is.com/ironsource-mobile/19783-2/.   
10. ironSource shall give Publisher prior written notice of the appointment of any new Subprocessor through a notice available at: https://developers.is.com/ironsource-mobile/19783-2/, including full details of the Processing to be undertaken by the Subprocessor. If, within 7 days of provision of that notice, Publisher notifies ironSource in writing of any objections (on reasonable grounds) to the proposed appointment, and ironSource does not undertake to perform reasonable steps to address such objections raised by Publisher, Publisher, as its sole and exclusive remedy, may terminate the portion of any Principal Agreement relating to the Services that cannot be reasonably provided without the objected-to new Sub-processor by providing 30 days’ written notice to ironSource:
11. With respect to each Subprocessor, ironSource shall ensure that the arrangement between on the one hand (a) ironSource, or (b) the relevant Subprocessor; and on the other hand the Subprocessor, is governed by a written contract including terms which offer at least the same level of protection for Publisher Personal Data as those set out in article 28(3) of the GDPR;
12. ironSource shall be liable for the acts and omissions of its Subprocessors to the same extent it would be liable if performing the Services of each Subprocessor directly under the terms of this Addendum, except as otherwise set forth in the Agreement.
13.         Data Subject Rights
14. Without derogating from Section 9 below, and taking into account the nature of the Processing, ironSource shall assist Publisher by implementing appropriate technical and organisational measures, insofar as this is commercially and technically possible, for the fulfilment of Publisher’s obligations, to respond to requests to exercise Data Subject rights under Applicable Laws. ironSource may require Publisher to the cover the costs of such assistance in the event that such assistance may interfere with the normal operation of ironSource and/or create an unreasonable burden on ironSource, and/or require ironSource to make material changes to its products and services, subject to ironSource’s sole discretion.
15. ironSource shall:
16. promptly notify Publisher if any Contracted Processor receives a request from a Data Subject under any Data Protection Law in respect of Publisher Personal Data; and
17. not, and shall take reasonable efforts to ensure that any Subprocessor does not respond to that request except on the documented instructions of Publisher, or as required by Applicable Laws to which the Contracted Processor is subject.
18.         Personal Data Breach
19. ironSource shall notify Publisher without undue delay upon ironSource becoming aware of a Personal Data Breach affecting Publisher Personal Data,  providing Publisher with sufficient information to allow each Publisher to meet any obligations to report or inform Data Subjects of the Personal Data Breach under Applicable Laws. Publisher agrees that an unsuccessful security incident will not be subject to this Section, if it results in no unauthorized access to Publisher Personal Data or to any of Contracted Processors’ equipment or facilities containing Publisher Personal Data, and may include, without limitation, pings and other broadcast attacks on firewalls or edge servers, port scans, unsuccessful log-on attempts, denial of service attacks, or similar incidents.
20. Publisher is solely responsible for providing in advance an email to which notifications regarding Personal Data Breach should be sent, and ensuring that such email address is current and valid. The default email address for the purpose of sending notification under this Section shall be the email address specified in the Publisher dashboard made available by ironSource at the time of the notification.
21. ironSource shall co-operate with Publisher and take such reasonable commercial steps to assist in the investigation, mitigation and remediation of each such Personal Data Breach.
22. Publisher shall use the Services in an appropriate manner, taking into account the level of security necessary for securing the Publisher Personal Data.
23.         Data Protection Impact Assessment and Prior Consultation

ironSource shall provide reasonable assistance, as commercially and technically feasible, and at Publisher’s expense, to Publisher with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Publisher reasonably considers to be required by article 35 or 36 of the GDPR, in each case solely in relation to Processing of Publisher Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors, and in accordance with ironSource’s standard practices.

9.         Deletion of Publisher Personal Data
10. During the term of the Principal Agreement, taking into account the nature of the Processing, ironSource shall make reasonable efforts to comply with any reasonable request from Publisher to delete information of a user of the Publisher, insofar as this is possible, unless the GDPR and/or any other applicable law requires storage of the Publisher Personal Data, and subject to Section 9.3 below. ironSource shall delete only Publisher Personal Data associated with the Processing on behalf of the Publisher, and based only on the advertising id (or other key requested by ironSource, at its sole discretion). ironSource may require Publisher to the cover the costs of such assistance in the event that such assistance may interfere with the normal operation of ironSource and/or create an unreasonable burden on ironSource, and/or require ironSource to make material changes to its products and services, subject to ironSource’s sole discretion
11. Subject to sections 9.2 and 9.3 ironSource shall promptly and in any event within 180 days of the date of cessation of any Services involving the Processing of Publisher Personal Data (the “Cessation Date“), delete and procure the deletion of all copies of those Publisher Personal Data Processed for the performance of the Services, insofar as this is possible taking into account the nature and functionality of the Services.
12. Each Contracted Processor may retain a copy of Publisher Personal Data: (i) in accordance with its data retention policies specified at https://developers.is.com/ironsource-mobile/19783-2/ (as may be updated from time to time), and/or (ii) for the purpose of the establishment, exercise or defence of legal claims, including without limitation, detection and prevention of fraudulent activities.
13. If requested by Publisher, ironSource shall provide written approval to Publisher that it has complied with this section 9 within 90 days of the Cessation Date.
14.       Audit rights
15. To the extent that the GDPR requires Publisher to be in a position to monitor ironSource’s Processing of Publisher Personal Data adequately, Publisher, as the Controller, will have the right to request ironSource, when acting as a Processor, for an audit, no more than once per year, through a mutually agreed, reputable, and independent third party solely for the purposes of, and as absolutely necessary for, meeting its audit requirements pursuant to Article 28, Section 3(h) of the GDPR, and solely those systems and documents directly related to such purpose and solely with respect to a period of 6 months prior to the audit, or such maximum period required by the GDPR.  In the event that Publisher wishes to audit ironSource under this Section, it must send a detailed audit request specifying the reasonable start date, scope and duration of, and security and confidentiality controls applicable to, any such audit, at least four (4) weeks in advance of the proposed audit date. Audit requests must be sent in a written form to the designated contact person in ironSource responsible for communications with the Publisher (or, if no such contact person, to ironSource’s support email as specified in the Publisher dashboard made available by ironSource), with a copy to the following email address: legal@ironsrc.com. The auditor must execute a written confidentiality agreement acceptable to ironSource prior to conducting the audit. The audit shall be conducted during regular business hours, subject to ironSource’s policies, and may not unreasonably interfere with ironSource’s business activities.  Any audits are at Publisher’s sole expense. Nothing in this Section will require ironSource either to disclose to Publisher or any auditor, or otherwise to allow Publisher or any auditor to access any data of any other third party, any internal financial information, any trade secret, or any data which is requested, as reasonably determined by ironSource, not in a good faith, resulting in an interference with ironSource’s business, and/or for purposes other than conducting an audit in accordance with the terms of this section. Notwithstanding the foregoing, ironSource may, at its option, provide Publisher with a copy of its most recent third-party audits or certifications by an independent, third-party auditor, as applicable, or any summaries thereof in order to fulfil the foregoing audit rights. In such event, Publisher shall not have a right to request an additional audit. Any results and/or findings of the audit, and/or any third party certifications or audits shall be ironSource’s confidential information, and Publisher will keep the audit results in strict confidentiality, and shall not disclose them to any third party, without ironSource’s prior explicit written approval. If Publisher is required to disclose the audit results to a competent authority, Publisher shall provide ironSource with a prior written notice, explaining the details and necessity of the disclosure and further provide all necessary assistance to prevent such disclosure, and in the event that such disclosures occurs despite Publisher’s best efforts to prevent such disclosure, Publisher will disclose only the portion of the results of the audit that is explicitly requested to be disclosed.
16.       Restricted Transfers
17. Publisher and ironSource hereby enter into the Standard Contractual Clauses in respect of any Restricted Transfer from Publisher to ironSource.
18. Where ironSource acts as a Processor of Publisher, Schedule  3 shall apply.
19. Where ironSource acts as a Controller, Schedule  4 shall apply.
20.       General Terms

Governing law and jurisdiction

1. Without prejudice to clauses 7 (Mediation and Jurisdiction) and 9 (Governing Law) of the Standard Contractual Clauses:
2. the parties to this Addendum hereby submit to the choice of jurisdiction stipulated in the Principal Agreement with respect to any disputes or claims howsoever arising under this Addendum, including disputes regarding its existence, validity or termination or the consequences of its nullity; and
3. this Addendum and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the Principal Agreement.

Order of precedence

2. In the event of any conflict or inconsistency between this Addendum and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.
3. Subject to section 12.2, with regard to the subject matter of this Addendum, in the event of inconsistencies between the provisions of this Addendum and any other agreements between the parties, including the Principal Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this Addendum, the provisions of this Addendum shall prevail.

Severance

4. Should any provision of this Addendum be invalid or unenforceable, then the remainder of this Addendum shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

Changes to this Addendum

5. ironSource may change this Addendum by sending an email notification to Publisher, at least 30 days prior to any such taking effect, in the event that such change does not: (i) result in a degradation of the overall security of the Services; (ii) expand the scope of, or remove any restrictions on, ironSource’s Processing of Publisher Personal Data; and (iii) otherwise have a material adverse impact on Publisher’s rights under this Addendum, as reasonably determined by ironSource, unless such change is required by Applicable Laws. For the avoidance of doubt, ironSource may change the types of data specified under “The types of Publisher Personal Data to be Processed” to the extent such change is made in accordance with this Section.

SCHEDULE 1

DETAILS OF PROCESSING OF PUBLISHER PERSONAL DATA

 This Annex 1 includes certain details of the Processing of Publisher Personal Data as required by Article 28(3) GDPR.

Subject matter and duration of the Processing of Publisher Personal Data

When ironSource acts as a Processor under this Addendum, the subject matter and duration of the Processing of the Publisher Personal Data are set out in the Principal Agreement and this Addendum.

When ironSource acts as a Controller, the subject matter and duration of the Processing of the Publisher Personal Data are set out in ironSource’s privacy policy (as amended from time to time).

The nature and purpose of the Processing of Publisher Personal Data

When ironSource acts as a Processor under this Addendum, ironSource will Process (including, as applicable to the Services and the instructions set forth in this Addendum, collect, record, organise, structure, store, alter, retrieve, use, disclose, combine, erase and destroy) Publisher Personal Data for the purpose of providing the Services and any related technical support to Publisher in accordance with this Addendum.

When ironSource acts as a Controller, ironSource will Process Publisher Personal Data for the purposes set forth in its privacy policy (as amended from time to time).

The types of Publisher Personal Data to be Processed

When ironSource acts as a Processor under this Addendum:

Ad network – Device IDs, online unique identifiers, and IP addresses device.

SSP – Device IDs, IP addresses, online unique identifiers, and segment name.

When ironSource acts as a Controller, the types of Publisher Personal Data Processed by ironSource shall be as set forth in its privacy policy (as amended from time to time).

The categories of Data Subject to whom the Publisher Personal Data relates

When ironSource acts as a Processor under this Addendum:

End users of Publisher from which ironSource collects personal data in its provision of the Services.

End users of Publisher about whom personal data is transferred to ironSource by Publisher in connection with the Services.

End users of Publisher about whom personal data is transferred to ironSource by advertisers, by a third party on such advertisers’ behalf, and/or by third party data providers in connection with the Services.

When ironSource acts as a Controller, The categories of Data Subject to whom the Publisher Personal Data relates shall be as set forth in its privacy policy (as amended from time to time).

The obligations and rights of Publisher

The obligations and rights of Publisher are set out in the Principal Agreement and this Addendum.

SCHEDULE 2

Technical and Organisational Measures

 Description of the minimum technical and organisational security measures to be implemented by the data importer in accordance with Appendix 2 of the Standard Contractual Clauses Controller-Processor.

Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, ironSource shall in relation to the Publisher Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR, and as shall be further detailed at: https://developers.is.com/ironsource-mobile/19783-2/.

Data importer currently observes the security practices described in this Schedule 2. Notwithstanding any provision to the contrary otherwise agreed to by data exporter, data importer may modify or update these practices at its discretion provided that such modification and update does not result in a material degradation in the protection offered by these practices.

SCHEDULE 3

CLAUSES WHERE THE DATA IMPORTER IS A PROCESSOR – STANDARD  CONTRACTUAL CLAUSES (PROCESSORS)

 Standard Contractual Clauses (processors)

 The Standard Contractual Clauses where the data importer acts as a Processor can be accessed at: http://eur-lex.europa.eu/legal-content/en/TXT/?uri=CELEX%3A32010D0087, and are part to this Addendum when ironSource acts as a Processor.

Appendix 1 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties.

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Appendix.

See Schedule 1 of this Addendum

Appendix 2 to the Standard Contractual Clauses

This Appendix forms part of the Clauses and must be completed and signed by the parties.

 Description of the technical and organisational security measures implemented by the data importer in accordance with Clauses 4(d) and 5(c) are set out in Schedule 2 of this Addendum.

SCHEDULE 4

CLAUSES WHERE THE DATA IMPORTER IS A controller – STANDARD  CONTRACTUAL CLAUSES (controllers)

  Standard Contractual Clauses (controllers)

The Standard Contractual Clauses where the data importer acts as a Controller can be accessed at: http://eur-lex.europa.eu/legal-content/en/ALL/?uri=CELEX:32001D0497, and are part to this Addendum when ironSource acts as a Controller.

 ANNEX B to the Standard Contractual Clauses

This Annex B forms part of the Clauses and must be completed and signed by the parties

The Member States may complete or specify, according to their national procedures, any additional necessary information to be contained in this Annex.

See Schedule 1 of this Addendum.

CALIFORNIA CONSUMER PRIVACY ACT ADDENDUM

This California Consumer Privacy Act Addendum (“CCPA Addendum”) forms an integral part of the Agreement (“Principal Agreement”) between: (i) ironSource Mobile Ltd. (“ironSource”); and (ii) the entity and/or person specified in ironSource’s dashboard under the following link: https://platform.ironsrc.com/partners/funds/company/info  (“Publisher”).

RECITALS:

1. The terms used in this Addendum shall have the meanings set forth in this Addendum. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Principal Agreement.  Except as modified below, the terms of the Principal Agreement shall remain in full force and effect.
2. In consideration of the mutual obligations set out herein, the parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Principal Agreement.  Except where the context requires otherwise, references in this Addendum to the Principal Agreement are to the Principal Agreement as amended by, and including, this Addendum.
3. Publisher and ironSource have entered into a Principal Agreement pursuant to which ironSource will provide certain Services to Publisher. IronSource’s liability for this Addendum is limited to the Term of the Principal Agreement, i.e. the period during which ironSource is contracted by Publisher for the provision of the services.
4. To the extent that the provision of such services involves the Processing of Publisher Personal Information, the parties have agreed to enter into this Addendum for the purposes of ensuring compliance with the applicable data protection legislation.

2. Definitions
3. In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:

1. “CCPA” means the California Consumer Privacy Act of 2018 and its regulations, as amended;
2. “Contracted Processor” means ironSource or a Subprocessor (as defined below);
3. “ironSource Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with ironSource, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
4. “Publisher Personal Information” means any Personal Information of an End User Processed by a Contracted Processor on behalf of Publisher for the performance of the Principal Agreement;
5. “Services” means the services and other activities to be supplied to or carried out by or on behalf of ironSource for Publisher pursuant to the Principal Agreement;
6. “Subprocessor” means any person (excluding an employee of ironSource or any of its sub-contractors) appointed by or on behalf of ironSource to Process Personal Information on behalf of Publisher for the performance of the Principal Agreement; and

2. The terms, “Business“, “Consumer“, “Personal Information“, “Processing” “Sale”, and “Service Provider” shall have the same meanings as in the CCPA, and their cognate terms shall be construed accordingly.
3. The word “include” shall be construed to mean include without limitation, and cognate terms shall be construed accordingly.
4.         Processing of Publisher Personal Information
5. This Addendum shall apply only (i) to the extent that the CCPA applies to the Processing of Publisher Personal Information, and only to Publisher Personal Information subject to the CCPA; and (ii) to the Services for which the parties agreed to this Addendum.
6. Publisher hereby represents, warrants, and undertakes that at all times during the term of the Principal Agreement, Publisher shall include a link to the IronSource Mobile Privacy Policy available at: https://developers.is.com/ironsource-mobile/air/ironsource-mobile-privacy-policy/ from the Publisher’s privacy policy made available to the End User prior to downloading the Publisher’s App(s) in connection with the Principal Agreement. The Publisher shall indemnify ironSource, and shall be fully liable for any damages, losses, costs, and/or expenses arising out of or relating to Publisher’s or its Affiliates’ breach of this Addendum.
7. In the event that Publisher have implemented ironSource’s SDK that includes ironSource’s CCPA API (the “CCPA API”) enabling Publishers to send information to a Contracted Processor regarding the status of one or more End Users under CCPA (such as, by way of example, designating an End User as having received notice at collection, having provided consent to certain Processing, and/or having opted out of Sales of Personal Information) (“Status Information”), Publisher represents and warrants that: (i) the Status Information is complete, accurate, and up-to-date; (ii) Publisher has complied with all Applicable Rules with respect to the Status Information and the Publisher Personal Information; (iii) Publisher has provided all notices as required by and in compliance with the CCPA, including notices at or before the point of collection of the Publisher Personal Information; (iv) Publisher shall indicate and flag any specific End Users that are under the age of 16 using the applicable CCPA API parameter as an End User that has opted out of Sales of Personal Information; and (v) Publisher has all required rights, licenses, and permissions to sell the Publisher Personal Information to ironSource or to permit ironSource to collect the Publisher Personal Information for ironSource’s purposes in accordance to its designation pursuant to the Status Information and Publisher Account indication.  Publisher represents and warrants that ironSource’s reliance on the Status Information shall not cause ironSource to be in violation of CCPA.  Publisher shall provide ironSource with Status Information for each End User or with an indication through the Publisher Account stating that an Application’s End Users have opted out of Sales of Personal Information. Publisher acknowledges and agrees that an omission to provide such Status Information or indication will be treated as a permission to allow Sale of Publisher Personal Information with respect to such End User.  When Publisher provides ironSource with Status Information or with an indication through the Publisher Account stating that an Application’s End Users have opted out of Sales of Personal Information, ironSource will act as a Service Provider with respect to the indicated End User(s) and will not collect, retain, use, sell, or otherwise disclose the Publisher Personal Information for any purpose other than for the specific purpose of performing the Services specified in the Principal Agreement or as otherwise required by law.  IronSource will provide reasonable assistance to Publisher with responding to requests from such End Users relating to the Publisher Personal Information held by a Contracted Processor, to the extent required by, and in a manner that is designed to comply with, the CCPA.
8. For Publishers that have implemented and utilize the CCPA API, Publisher’s privacy policy shall contain a disclosure substantially similar to the following: “Other businesses collect information when you interact with our app, including IP addresses, digital identifiers, information about your web browsing and app usage, and how you interact with our properties and ads in order to provide you with relevant ads across the Internet and for other analytics purposes, and may sell that information to other businesses for advertising and other purposes.” In the event that Publisher provides a disclosure that is not substantially similar to this example, Publisher shall provide ironSource with a true and correct copy of its proposed disclosure for ironSource’s review at least 30 days prior to enabling ironSource to Process Publisher Personal Information collected under such disclosure. 
9. For Publishers that have not implemented the CCPA API, the following terms apply:

1. 1. 1. Publisher represents and warrants that: (i) Publisher has complied with all Applicable Rules with respect to the Publisher Personal Information; (ii) Publisher has provided all notices as required by and in compliance with the CCPA, including notices at or before the point of collection of the Publisher Personal Information; and (iii) Publisher has all required rights, licenses, and permissions to make the Publisher Personal Information available to any Contracted Processor. 
      2. IronSource will act as a Service Provider and will not collect, retain, use, sell, or otherwise disclose the Publisher Personal Information for any purpose other than for the specific purpose of performing the Services specified in the Principal Agreement or as otherwise required by law.  IronSource will provide reasonable assistance to Publisher with responding to requests from End Users relating to the Publisher Personal Information held by a Contracted Processor, to the extent required by, and in a manner that is designed to comply with, the CCPA.

6. Publisher shall comply with the CCPA in the Processing of Publisher Personal Information and hereby instructs ironSource (and authorizes ironSource to instruct each Subprocessor) to Process Publisher Personal Information as reasonably necessary for the provision of the Services and consistent with the Principal Agreement.
7.         General Terms

Order of precedence

1. 1. With regard to the subject matter of this Addendum, in the event of conflict or inconsistency between the provisions of this Addendum and any other agreements between the parties, including the Principal Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this Addendum, the provisions of this Addendum shall prevail with respect to the Publisher Personal Information.

Severance

1. 1. Should any provision of this Addendum be invalid or unenforceable, then the remainder of this Addendum shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.

Changes to this Addendum

1. 1. ironSource may change this Addendum by sending an email notification to Publisher, at least 30 days prior to any such taking effect, in the event that such change does not: (i) result in a degradation of the overall security of the Services; (ii) expand the scope of, or remove any restrictions on, ironSource’s Processing of Publisher Personal Information; and (iii) otherwise have a material adverse impact on Publisher’s rights under this Addendum, as reasonably determined by ironSource, unless such change is required by CCPA or other applicable law.