ironSource Mobile SDK Publisher Online Terms & Conditions
By accessing and using the IronSource Mobile Platform following any update to this IronSource Mobile SDK Publisher Online Terms and Conditions, you are indicating that you have read and agreed to its updated terms and conditions.
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 PUBLISHER ACCOUNT, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT AND AGREE THAT WE WILL TREAT YOU AS A PUBLISHER 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 “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 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.
• “Advertiser(s)” means third party merchants, retailers, service providers, content providers, affiliates, agents and/or advertisers that offer Advertisements by virtue of the Service.
• “Advertisement” means an advertisement and/or interactive advertisement that contains certain advertising content offered to End Users via the Publisher’s App, served by us through our SDK/API/Tag serving or any other format, through which we are presenting or offering our ads inventory on Publisher’s App, and/or any data related thereto as part of the Service.
• “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 Publisher’s 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 Publisher 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 Publisher’s App.
• “Forbidden Activity” means, unless agreed otherwise in writing: (a) 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) distributing of any materials that contains software viruses or any other code, files or programs 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 (each of which shall be deemed “Fraudulent Activity”); (g) modifying browser settings like Bookmarking or default mobile homepage; (h) acting in direct violation with Apple or Google’s Publisher policies.
• “Forbidden Content” means any content that may be considered as offensive, harmful, misleading, deceptive, fraudulent, unfair, immoral, indecent, pornographic, obscene, sexually explicit material, 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.
• “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” 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 Publisher therein, including the Publisher Account, the SDK, the Mediation Platform and 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.
• “Net Revenue” shall mean the gross revenue generated and received by us from third parties with respect to each Advertisement minus revenue generated through Forbidden Activity, refunds, taxes, transaction costs and expenses related to such revenue.
• “Operating System” means Apple’s iOS and/or Google’s Android and/or Amazon FireOS and/or OS Canvas and/or Web
• “Publisher Account” means a personal account designated to Publisher in order to utilize the Service, which includes, inter alia, Publisher’s App details and its performance, analytics, rate and any other information or features that we may add, in our sole discretion.
• “Publisher’s App(s)” means the Publisher’s proprietary mobile application indicated in the IO or via your Publisher Account including, any software code, technology, content and other materials included therein, but excluding IronSource’s Intellectual Property.
• “Service” means the delivery of Advertisements by us to be displayed on the Publisher’s App and supportive features, all according to the terms of this Agreement.
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. 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 of Engagement.
• You are the owner and/or licensed operator of the Publisher’s App, and wish that we provide you with online Advertisements for the purpose of displaying such Advertisements via Publisher’s App, and in return we may provide you with the Consideration in accordance with this agreement, all subject to and in accordance with the terms and conditions set forth in this Agreement.
• As part of the Service, you will be assigned a username and password with which you will be able to access the Publisher Account. You agree: (a) to keep your 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. You are solely responsible for actions taken in Publisher’s Account, we will 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. You agree to notify us immediately of any unauthorized use of the Publisher Account or any other breach of security.
• We may, in our sole discretion, at any time: (a) determine the scope of the Service, including, the Advertisements that are available to you; and (b) modify, replace or make any other changes to, or discontinue, the Service (or any part thereof). We do not have any obligation to monitor any materials or content which are available as part of the Services.
• You shall display the Advertisements on Publisher’s App according to the terms of this Agreement, including any placement requirements and technical specifications provided by us, to enable proper display of such Advertisements. You shall not add, modify, alter, delete content, text or appearance of the Advertisement without our prior written approval.
• As part of the Service and if specifically indicated in the Insertion Order you shall be entitled to use our Mediation Platform which allows publishers to manage, serve and optimize advertisement campaigns (the “Mediation Platform” and “Mediation Services” respectively). You acknowledges that with respect to Publisher Advertisement Campaigns (as defined below), we have no contractual relationship with such advertisers/agencies/ad networks (regarding such campaigns), and we do not monitorsuch campaigns, therefore we shall have no responsibility and\or liability whatsoever regarding such campaigns. For the purpose of this section “Publisher Advertisement Campaigns” means advertising campaigns that are not delivered by us, even if served as part of the Services. Currently the use of the Mediation Platform is provided with no charge for the Publisher, but only to the extent that IronSource is an active network; however we reserve the right, in our sole discretion, to end the Mediation Services or to charge fees for the use of the Mediation Platform, all on a non-retroactive basis by providing a prior written notice to you.
• As part of our supply side platform, we 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”). The Programmatic Platform’s services are not currently considered part of the IronSource services provided under this Agreement and as such will be subject to additional revenue share costs and terms.
• In addition, from time to time, we may offer you to try certain Beta services at no charge. You may accept or decline any such offer at your sole discretion. Beta services will be clearly designated as beta, pilot, limited release, developer preview, evaluation or any similar description, and are meant for evaluation purposes only. Beta services are not considered as part of the IronSource Mobile Platform under this Agreement and may be subject to additional terms. Beta services may be discontinued at any time in our sole discretion and we may never make them generally available. You acknowledge and agree that we will have no liability for any harm or damage arising out of or in connection with any Beta service.
• License; Proprietary Rights.
• As between the Parties: (i) we and our 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 by us and our licensors (if any); and (ii) you and your 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 by you and your licensors (if any). We hereby provide you with a limited, non-exclusive, non-sub licensable, non-transferable, royalty free worldwide right, under our Intellectual Property and the licenses provided to it by third parties, only during the Term (as defined below) 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.
• You (or any person acting on your 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; 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.
• You agree that we may: (a) feature the Publisher’s App in different marketing collateral and as part of promotional campaigns, including newsletters, case studies and press releases; and (b) identify you as a user of the Service. For that purpose, you agree to grant us a limited, worldwide, non-sublicensable, non-exclusive license to use the Publisher Marks solely to engage in the marketing and promotional activities set forth herein. All rights which are not expressly granted herein are reserved by you. We shall not make any use of the Publisher Marks, in whole or in part, in any manner that is not expressly permitted under this Agreement or without your written consent.
• Publisher Obligations and Requirements.
• You represent and warrant that you: (a) are the owner or the legal licensee of the Publisher’s App, including: (i) the names and/or pictures of persons included in the Publisher’s App; (ii) any Marks, copyrighted material and/or depictions of trademarked or service marked goods or services available therein; and (iii) any testimonials or endorsements contained in any Publisher App; (b) are of a legal age according to the Applicable Rules of the country in which you reside or from which you access the IronSource Mobile Platform, and in any event are not under the age of 13; (c) are not currently restricted from using the IronSource Mobile Platform, or not otherwise prohibited from having an account with us; and (d) will only provide us with accurate information in connection with your use of the IronSource Mobile Platform.
• You represent and warrant, that: (a) you are duly and fully authorized to be bound by this Agreement and that all corporate authorizations and/or consents required in order to enter this Agreement, if any, have been duly obtained; (b) the execution and delivery of this Agreement, and your performance of your obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which you are a party or any of your affiliates are a party or violate any rights of any third parties arising therefrom; (c) you will not make any representations, warranties and/or guarantees with respect to the IronSource Mobile Platform and/or about us and/or on our behalf, nor will you bind us to any agreement, without our explicit and prior written approval; (d) the Publisher’s App, including its content, is wholly owned by you and/or is validly and lawfully licensed to you, and does not infringe or violate any Applicable Rules and/or any right of any person, including Intellectual Property Rights, and you are fully permitted to make any use of Publisher’s App whatsoever, including any use as may be required and/or advisable under this Agreement and/or with respect to the IronSource Mobile Platform; (e) you shall at all times use only the then-current version of the IronSource Mobile Platform and any part thereof, as provided by us through the IronSource Mobile Platform site, and it is solely your responsibility to visit the IronSource Mobile Platform site regularly and obtain any updates as may be available therein; and (f) you are solely responsible for the Publisher’s App and any content, technology and/or functionality available therein.
• The Publisher’s App and activities performed through it and any content displayed therein will not:
• include nor will they be used to engage in, facilitate, promote, or advocate any content or function which may: (a) be considered as Forbidden Content; (b) be considered Forbidden Activity; and/or (c) interfere with the operability of third-party programs or software;
• run without installation and/or cause the uninstallation or intentionally interfere with the operation and/or default settings of any End User’s device, operating system or other applications installed on any End User’s device, and/or intentionally creates, or exploits any security vulnerabilities in any End User’s device.
• compensate End Users for clicking on any Advertisements or other commercial materials or provide any other incentives or benefits for downloading or installing it.
• Notwithstanding anything to the contrary in this Agreement, you acknowledge and agree that each instance of Forbidden Activity or a violation of your obligations under this Agreement, may cause us irreparable harm and therefore and without derogating from any other remedy available to us in equity or Applicable Rules, will entitle us to withhold and offset any Consideration (as defined below) due to you.
• You will not engage in any fraudulent activity including but not limited to automated actions generation and non-human traffic, including bots, spyware, phishing (each of which shall be deemed “Fraudulent Activity”). We will determine if Fraudulent Activity has occurred based on the determinations of third party fraud identifiers, as well as our internal analysis and in case it has been established that Fraudulent Activity has occurred, you will not be compensated for any actions derived from said Fraudulent activity. In the event that we find reasonable evidence to indicate that the majority of a Publisher’s App’s traffic (or a Product’s traffic) is Fraudulent, we shall be entitled to consider that entire traffic as Fraudulent.
• Subject to full compliance with the terms and conditions of this Agreement and if explicitly agreed to by the parties, you may be entitled to receive payment from us during the Term hereof according to the terms specified in the relevant Insertion Order (the “Consideration”). Notwithstanding anything else to the contrary set forth in the Agreement, you acknowledge and agree that we shall have no obligation to pay you any Consideration with respect to amounts generated as a result of: (i) your breach of any of the terms and conditions of the Agreement; and/or (ii) your breach of any Applicable Rules, and/or a Forbidden Activity and/or a Fraudulent Activity. We may withhold and/or offset (as we shall deem appropriate, in our sole discretion) the relevant portion of any Consideration due to you or any portion of any Consideration previously received by you in respect of any matter under subsection (i) and (ii) of this section.
• During the Term, we may be entitled to receive payments from you with respect to Direct and/or Cross-promotional campaigns (the “Serving Fee”). For the avoidance of doubt, it is hereby clarified that we take no liability with respect to the content included in any of the Direct and/or Cross-promotional campaigns and you will be liable for such activity and the content included therein. It is hereby further clarified that Cross-promotional campaigns will solely promote your proprietary content for which you do not charge third parties for.
• Calculations of the Consideration and/or the Serving Fee, will be based solely on our tracking and reporting platform. With respect to Direct and/or Cross-promotional campaigns, you will provide us with your measurements and statistics reports and in any case our numbers shall prevail. 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 Serving Fee shall be made within thirty (30) days after the end of each calendar month, in U.S. Dollars by electronic funds transfer. You hereby agree that our failure to remit payment which is cured within ten (10) Business Days of the due date shall not be considered as a breach of our payment obligation hereunder. Further, you agree that we shall not be required to pay you until such time that the amount owed to you 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 you exceeds Two Hundred and Fifty U.S. Dollars (US$250).
• If you wish to dispute the calculation of the Consideration, you will provide us 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 you, whether provided in a Report or otherwise. If such Dispute Notice is not delivered to us within the applicable timeframe, such calculations shall be deemed accepted and agreed by you. Following receipt of a Dispute Notice, the parties will cooperate, in good faith, in order to resolve any such dispute.
• The Publisher Account includes a dashboard where you will be able to view reports regarding the number of impressions, clicks, eCPM rates and your then current estimated revenue (the “Dashboard”). You acknowledge and agree that the Dashboard is provided to you for convenience purposes only and we are not liable for any unavailability or inaccuracy, temporary or otherwise, of the Dashboard. You acknowledge and agree 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 us at any time without prior notice to you. To dispel all doubt, the Reports shall be considered a part of our Confidential Information.
• You acknowledge and agree that you 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 you with respect to the Consideration. Furthermore, you agree to refund us any Consideration that was paid to you and is subject to chargeback or other fees we may have paid following payment to you.
• You agree to: (i) provide us with accurate, current and complete information in connection with the payment of any Consideration due to you hereunder; and (ii) complete any required tax or other forms in order to receive Consideration, to the extent applicable.
• 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.
• Our Responsibilities.
Subject to the terms and conditions herein, we will make the IronSource Mobile Platform available to you. We use industry standard data security measures to maintain the security and confidentiality of the data and information that is part of the Publisher Account, but we do not and cannot guarantee that storage of any data pertaining to you, the Publisher App and/or End Users will be secured at all times, and we will not be responsible for any unauthorized access to or alteration to your and/or any other person’s data or information from or in connection with the Publisher App and/or Publisher Account.
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.
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’ use of the Publisher’s App. 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.
• This Agreement will commence on the first date on which you accept it, and will continue in perpetuity unless it is terminated as set forth herein (the “Term”).
• This Agreement may be terminated in accordance with any of the following provisions:
• Either party may terminate this Agreement upon five (5) days’ prior written notice, for any reason and without liability.
• We may terminate this Agreement immediately, if you: (i) breach any of your obligations, representations and/or warranties herein contained and do not cure such breach within 10 days of receipt written notice thereof, or (ii) become insolvent or make any assignment for the benefit of creditors, or have any petition under bankruptcy, insolvency or administration law filed against it, which petition is not dismissed within thirty (30) days of such filing, or have a trustee, administrator or receiver appointed for a material portion of its business or assets. If you become subject to any of the foregoing events you will immediately provide us with written notification thereof.
• We may immediately, block your 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 us in addition to any other remedies that may be available to us under this Agreement and/or any Applicable Rules, if you engage in any acts prohibited by this Agreement.
• Upon the termination of this Agreement, for any reason: (i) all your rights and licenses granted herein shall terminate immediately; (ii) your right to use the Service and/or any part thereof, will terminate and, if integrated with Publisher’s App, you must promptly remove and delete the SDK from the Publisher’s App and systems and destroy all copies of the SDK; (iii) your access to the Publisher Account will be blocked; (iv) you shall promptly return our Confidential Information, or destroy and certify the destruction of all of our Confidential Information.
• We will not be liable to you or any person for the termination of this Agreement or termination of your access to the Publisher Account. Furthermore, we will have no obligation to maintain any information stored in our data centers related to you and/or to the Publisher Account or to forward any information to you or any person following the effective date of 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 you.
• The following sections will survive the termination of this Agreement: Sections 1, 6, 7, 10, 11, 13 and this Section 12.
• 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 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.
• 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 6 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 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, you agree that we may rely upon the e-mail address Publisher provided as part of the Publisher 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 firstname.lastname@example.org.
IRONSOURCE MOBILE SDK PUBLISHER ONLINE TERMS AND CONDITIONS
Last updated on: May 1, 2017