Terms of Service | Appodeal Intelligent Ad Mediation

Terms of Service

PLEASE READ CAREFULLY BEFORE USING THE WEBSITE: These Terms of Use (“Terms”) are a legal agreement between you and Appodeal, Inc., a Delaware corporation (“Appodeal”). By accessing the Appodeal web site, currently located at www.appodeal.com (the “Website”) and using any of the Services (as defined below) accessible through the Website, you agree to, and are bound by, the terms and conditions of these Terms and the Privacy Policy of Appodeal for as long as you continue to use the Website or Services.

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT USE THE SITE OR THE SERVICES. By accessing the Website or using any Services, you consent to receive the Terms electronically. If you do not accept and agree to be bound by all of the Terms and the Privacy Policy, you may not use the Services.

We reserve the right to modify the Terms at any time. Such modified Terms will become effective and will apply to your use of the Services upon our posting such Terms to the Website. Your continued use of our Services after a modification has been posted shall be deemed to constitute acceptance by you of any modified Terms. It is your sole obligation to review the Terms and to be aware of any modifications.

USE ELIGIBILITY FOR INDIVIDUAL USERS

If you are an individual user, in order to utilize and register for the Services, you must at least 18 years old. By using the Services, you represent and warrant that you are at least 18 years old.

USE OF THE SERVICES AND FEES

Appodeal is an ad mediation solution aimed at optimizing mobile advertisements for publishers and software developers on end users’ mobile applications (collectively, the “Services”).

Your account is for your personal use only. You are responsible for the confidentiality of your login information, including your username and password, via whatever method you choose to access the Services, and for all use of the Services by users using your login information. You may not authorize others to use your account, and you may not assign or otherwise transfer your account to any other person or entity. You will immediately notify Appodeal of any unauthorized use of your login information, or any unauthorized access to your account. You acknowledge that Appodeal is not responsible for third party access to your account that results from theft or misappropriation of your user names and passwords. Appodeal may assign these Terms in whole or in part at any time without your consent.

You will not provide inaccurate, misleading or false information to Appodeal. If information provided to Appodeal subsequently becomes inaccurate, misleading or false, you will promptly notify Appodeal of such change. You will not harass, annoy, intimidate or threaten any Appodeal employees or agents engaged in providing any portion of the Services to you.

Your right to use the Service is subject to any limitations, conditions and restrictions established by us from time to time, in our sole discretion. We may alter, suspend or discontinue any aspect of the Services at any time. In addition, we may impose limits on certain features and aspects of the Services or restrict your access to parts or all of the Services without notice or liability and for any reason. Appodeal reserves the right to terminate your use of the Services if you misuse the Services in any way, or act in an inappropriate, unlawful or illegal manner, in our sole and absolute discretion.

If you are a publisher, you shall not authorize or encourage any third party to generate fraudulent impressions of or fraudulent clicks on any advertisement, including but not limited to, through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software. You may list assets including but not limited to mobile sites, applications, and device platforms ("Mobile Properties") and make them available for advertisement. You hereby grant Appodeal the right to access, index, store and cache requests made from your mobile websites (“Mobile Property”) to the Services, including by automated means. You allow Appodeal to access your applications to serve Appodeal’s personalized advertisements.

If you are an advertiser, you may produce content including but not limited to text links, banners, videos, and graphics ("Advertisements") for display on a publisher's Mobile Property. You agree to comply with the technical specifications provided by Appodeal to enable proper display of the Advertisements in connection with the Services.

If you are a publisher, and provided you are not in breach of these Terms, Appodeal will pay you a portion of the revenues actually received by Appodeal from advertisers for Advertisements displayed on your advertising inventory via the Services, as determined by Appodeal from time to time in its sole discretion. The compensation payable to you shall be based on a percentage of the Net Revenue (“Net Revenue Share”). Net Revenue Share is determined dynamically for each impression and is based on terms negotiated programmatically between Appodeal and the advertiser. Payments will be calculated solely based on records maintained by Appodeal, and no other measurements or statistics of any kind will be accepted or have any effect. Payments to you may be withheld to reflect or adjusted to exclude any amounts refunded or credited to advertisers and any amounts arising from invalid activity, as determined by Appodeal in its sole discretion. Invalid activity is determined by Appodeal in all cases and includes, but is not limited to, (i) spam, invalid impressions or invalid clicks on ads generated by any person, bot, automated program or similar device, including through any clicks or impressions originating from your IP addresses or computers under your control; (ii) clicks solicited or impressions generated by payment of money and false representation; (iii) clicks or impressions co-mingled with a significant amount of the activity described in (i) and (ii) above, or (iv) any breach of these Terms by you.

Within thirty (30) days after the end of each calendar month during the term of the Services, Appodeal will provide you a written or electronic report, or will enable you to access such reports online, showing the bases for calculating the Net Revenue Share for such month. If you dispute any payment made in connection with the Services, you must notify Appodeal in writing within thirty (30) days of any such payment. Failure to so notify Appodeal shall result in the waiver by you of any claims related to such disputed payment. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your use of the Services.

RISK ASSUMPTION AND PRECAUTIONS

You are solely responsible for the content or information you post, upload, publish or display in connection with the Services, or transmit to other users (“User Content”). We do not and cannot review all User Content posted or sent by users of the Services. We are not responsible for any User Content. We reserve the right, but are not obligated to, delete, move or edit User Content that we, in our sole discretion, deem to be in violation of the guidelines set forth herein or any other applicable content guidelines or deem to be otherwise unacceptable.

Appodeal is not responsible for the conduct, whether online or offline, of any user of the Website or of the Services. Appodeal is not responsible for any problems or technical malfunction of any computer online systems, servers or providers, computer equipment, software, or failure of email on account of technical problems or traffic congestion on the Internet or at any site or combination thereof, including injury or damage to your or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Website and/or in connection with the Services. Under no circumstances will Appodeal or any of its affiliates, advertisers, promoters or distribution partners be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of the Website or the Services. The Website and the Services are provided “AS-IS” and Appodeal expressly disclaims any warranty of merchantability, fitness for a particular purpose or non-infringement. You assume all risk when using the Services.

PROPRIETARY INFORMATION

All intellectual property rights in and to the Services are and shall be owned exclusively by Appodeal. Those rights include, but are not limited to, database rights, copyright, design rights (whether registered or unregistered), patents, trademarks (whether registered or unregistered) and other similar rights, wherever existing in the world, together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Services are the property of their respective owners. No right or license to use any patent, copyright, trademark, service mark, trade secret or other intellectual property contained in the Services, or in any software, systems, designs or processes related to the Services, is granted to or otherwise conferred upon you as a result of your use of the Services, and all such rights are reserved to and shall remain the exclusive property of Appodeal, its affiliates or third party licensors.

The Website is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws. You hereby acknowledge and agree that Appodeal is the owner of highly valuable proprietary information, including, but not limited to its technology and templates (collectively, “Confidential Information”). Appodeal owns and hereby retains all proprietary rights in the Services and the Website, including but not limited to, all Confidential Information. You will not post, copy, modify, transmit, disclose, show in public, create any derivative works from, distribute, make commercial use of, or reproduce in any way any (i) Confidential Information or (ii) other copyrighted material, trademarks, or other proprietary information accessible via the Services, without first obtaining the prior written consent of the owner of such proprietary rights.

PRIVACY STATEMENT

For information about the collection and storage and possible use and disclosure of information and material provided by you, please click on Appodeal’s Privacy Policy located on the Website. By using the Website or the Services, you are consenting to the terms of Appodeal’s Privacy Policy. If there is any inconsistency between Appodeal’s Privacy Policy and these Terms, the former shall govern.

SOFTWARE END USER LICENSE

The Software End User License is available at https://www.appodeal.com/sdk-license-agreement

THIRD PARTY LINKS

The Website and/or Services may contain links to other Internet sites and resources (“Third Party Links”). Appodeal is not responsible for and has no liability for your use of Third-Party Links or the content thereof. By using Third-Party Links, you acknowledge and agree that Appodeal is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such materials at Third-Party Links. Appodeal does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any Third-Party Links or for any other materials, products, or services of third parties. Appodeal is not responsible for the contents of, updates to, or privacy practices of third parties operating Third-Party Links. The personal information you choose to give to such third parties is not covered by Appodeal's privacy policies. You agree that you use Third-Party Links at your sole risk. We highly recommend you review and familiarize yourself with the terms of use and privacy policies of all Third-Party Links prior to using them.

DISCLAIMER OF WARRANTIES

If you are a publisher, you specifically acknowledge and agree that Appodeal has no control over (and is merely a passive conduit with respect to) any content that may be submitted or published by any advertiser, and that you are solely responsible (and assume all liability and risk) for determining whether or not such content is appropriate or acceptable to you. You further represent and warrant to Appodeal that (i) you are the owner of each Mobile Property you designate in connection with the use of Services or that you are legally authorized to act on behalf of the owner of such Mobile Property for the purposes of these Terms, and (ii) you have all necessary right, power and authority to enter into these Terms and to perform the acts required of you hereunder. You further represent and warrant to Appodeal that each of your Mobile Properties and any material displayed therein: (a) comply with all applicable laws, statutes, ordinances and regulations; (b) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; (c) are not hate-related in content; and (d) will not introduce viruses or other malware to the Services or Appodeal systems or end users

If you are an advertiser, you specifically acknowledge and agree that Appodeal has no control over any content that may be available or published on any publisher Website (or otherwise), and that you are solely responsible (and assume all liability and risk) for determining whether or not such content is appropriate or acceptable to you. You further represent and warrant to Appodeal that (i) you are the owner of each Advertisement you designate in connection with the use of Services or that you are legally authorized to act on behalf of the owner of such Advertisement for the purposes of these Terms, and (ii) you have all necessary right, power and authority to enter into these Terms and to perform the acts required of you hereunder. You further represent and warrant to Appodeal that each of your Advertisements and any material displayed therein: (a) comply with all applicable laws, statutes, ordinances and regulations; (b) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; (c) are not hate-related in content and (d) are free from viruses and any other contaminants of any nature whatsoever.

From time to time, Appodeal may offer new “beta” features or tools with which its users may experiment on the Services. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Appodeal’s sole discretion. The provisions of this Disclaimer of Warranties section apply with full force to such features or tools.

THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. APPODEAL PROVIDES THE WEBSITE AND THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS AND GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES OR THE SITE (INCLUDING ALL INFORMATION CONTAINED THEREIN), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. APPODEAL DOES NOT WARRANT THAT YOUR USE OF THE WEBSITE AND THE SERVICES WILL BE SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR FREE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE SITE OR THE SERVICES WILL BE CORRECTED. APPODEAL DISCLAIMS LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE SITE OR THE SERVICES.

LIMITATION OF LIABILITY

IN NO EVENT WILL APPODEAL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE WEBSITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF APPODEAL KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL APPODEAL’S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICES OR THE WEBSITE, EXCEED THE NET AMOUNT PAID BY APPODEAL TO YOU DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE RELEVANT CLAIM, OR, IF NO AMOUNT HAS BEEN PAID, THE AMOUNT OF $50.00.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL APPODEAL BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE WEBSITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS WITH OTHER REGISTERED USERS OF THE SERVICES. THIS INCLUDES ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM THE CONDUCT OF USERS WHO HAVE REGISTERED UNDER FALSE PRETENSES OR WHO ATTEMPT TO DEFRAUD OR HARM YOU.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless Appodeal, its officers, members, managers, directors and employees, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of or from (a) your use of or inability to use the Website or Services (b) your violation of any terms of these Terms or your violation of any rights of a third party, or (c) your violation of any applicable laws, rules or regulations. Appodeal reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Appodeal in asserting any available defenses.

COMMUNICATION AND PRIVACY

We may use your email address to send you messages notifying you of important changes to the Website or the Services. Further, we may contact you by telephone if you voluntarily provide us with your telephone number, in order to communicate with you regarding the Services. If you do not want to receive such email messages or telephone calls (including at any wireless number you may have voluntarily provided us), please refer to our Privacy Policy to review your options.

TERM AND TERMINATION

These Terms will become effective upon your acceptance of the Terms by your use of the Website or the Services and will remain in effect in perpetuity unless terminated hereunder. Either you or Appodeal may terminate your account at any time, for any reason or no reason, without explanation, effective upon sending written notice to the other party. Appodeal reserves the right to immediately suspend or terminate your access to any of the Services, without notice, for any reason or no reason. We also reserve the right to remove your account information or data from our Services and any other records at any time at our sole discretion. Any fees paid hereunder are non-refundable and non-cancelable. You may terminate your account by following the instructions on the Website, or by sending a notice of cancellation to: hi@appodeal.com. Upon termination of your account, your right to use the Services will immediately cease and you will remove all Appodeal code from you Mobile Properties. Following any termination of use of the Services, Appodeal reserves the right to send a notice thereof to other registered users with whom you have corresponded. The termination or expiration of these Terms shall not affect any of the provisions of these Terms which are expressly or by implication to come into or continue in force after such termination or expiration.

COPYRIGHT INFRINGEMENT CLAIMS - DIGITAL MILLENNIUM COPYRIGHT ACT NOTICE

If you believe that any material or content distributed by Appodeal constitutes copyright infringement, please provide us with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) identification of the copyrighted work that you claim has been infringed; (c) identification of where, within the Application, the offending material is located; (d) your address, telephone number and email address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

The above information should be submitted to Appodeal at: legal@appodeal.com

GENERAL PROVISIONS

You agree that California law (without giving effect to its conflicts of law principles) will govern these Terms, the Website and the Services and that any dispute arising out of, from, or relating to these Terms, the Website or the Services will be subject to the exclusive jurisdiction and venue of the federal and state courts located in the Northern District of California. You acknowledge and agree that any violation of these Terms may cause Appodeal irreparable harm, and therefore agree that Appodeal will be entitled to seek extraordinary relief in court, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that Appodeal may have for a breach of these Terms.

These Terms, the Privacy Policy, and the SDK comprise the entire agreement between you and Appodeal regarding the use of these Services, superseding any prior agreements between you and Appodeal related to your use of this Website or the Services. Unless otherwise explicitly stated, the Terms will survive termination of your registration to the Services. The failure of Appodeal to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision. If any provision of these Terms is held invalid, the remainder of these Terms will continue in full force and effect. For purposes of contract interpretation, including resolution of any ambiguity, the parties acknowledge that the terms of the Terms should not be strictly construed against either party. The section titles in these Terms are for convenience only and have no legal or contractual effect. Appodeal will not be in breach of these Terms nor liable for any failure or delay in performance of any obligations under these Terms (and, if applicable, the date for performance of the obligations affected will be extended accordingly) as a result of any event outside the reasonable control of Appodeal affecting its ability to perform any of its obligations under these Terms including act of God, fire, flood, lightning, compliance with any law or governmental order, rule, regulation or direction, war, revolution, act of terrorism, riot or civil commotion, strikes, locks outs and industrial action, failure of supplies of power, fuel, transport, equipment, raw materials or other goods or services. You agree that, except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to these Terms.