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2 license to use and review the SDK solely for evaluation purposes. If you wish to
4 with AdColony and accept the terms and conditions on the AdColony website.
6 Note that U.S. based companies will need to complete the W-9 form and send it to
9 Terms of Service for Publishers AdColony publishing and monetization partners
10 must sign, acknowledge, and agree to their own terms of service document within
11 the AdColony portal. The version below is for general reference purposes and
14 Additional agreements and terms of service may be required on a per client basis
17 SDK License and Publisher Terms
19 These AdColony SDK License and Publisher Terms (this “Agreement”) is made
21 SDK, you and any company, entity, or organization on behalf of which you are
23 and conditions of this Agreement, and you represent and warrant that you are an
25 this Agreement. IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS
31 applications owned and/or controlled by Developer, including all content images,
32 music and text contained therein, that Developer wishes to use with the AdColony
33 SDK and AdColony Platform. “I/O” means a fully executed insertion order
34 containing advertising campaign details for user acquisitions and campaigns run
37 AdColony, which are routed and/or served by the AdColony Platform to the
39 network, which supports advertisement insertion within mobile applications, and
41 development kit and any other software and documentation that may be provided by
45 postal address, telephone number, and email address. “Pseudonymous Identifiers”
52 License Grant. Subject to the terms and conditions of this Agreement, AdColony
55 for internal use; (b) use, reproduce and distribute certain portions of the
57 as enabled by, and in accordance with documentation provided by AdColony; and
58 (c) use the AdColony SDK and AdColony Platform to have advertisements, including
59 AdColony Ads, distributed and presented within Developer Apps. SDK Updates.
61 contain new features and fixes, and AdColony may sunset versions of the AdColony
64 releases, and to download and integrate such new versions within the Developer
67 not (and shall not allow any third party to): (a) decompile, reverse engineer,
73 party, and (d) use the AdColony SDK or AdColony Platform to develop, upload, or
77 Intellectual Property. All ownership rights, title, and interest in and to the
78 AdColony SDK and AdColony Platform, including all intellectual property rights
80 (“AdColony Property”) will remain and belong exclusively to AdColony. AdColony
82 retain all ownership rights, title and interest in and to the Developer Apps,
86 sell, and have sold, advertisement inventory in the Developer Apps, and to
88 AdColony the non-exclusive, worldwide right and license to use, reproduce,
89 distribute and display Developer’s and the Developer Apps’ trademarks, logos,
90 and images of the Developer Apps, in connection with the sale of AdColony Ads
91 hereunder, including: (a) listing the Developer Apps and inventory in pitch
93 Apps and inventory as part of AdColony’s advertising network; and (c)
94 identifying the Developer as a publishing partner on AdColony’s website and
96 results (both specific and aggregate) in case studies and white papers for
97 promotional purposes. Developer Ad Campaigns. For user acquisitions and other
100 Advertising Bureau terms and conditions incorporated into the I/O (the “IAB
102 between the I/O and such IAB Terms, the I/O shall govern and control with
110 Apps, including any content therein, and AdColony has no obligation or ability
118 Developer may not, and may not authorize or encourage any third party to: (a)
128 of the AdColony Platform and/or terminate this Agreement immediately should
130 AdColony’s sole discretion upon evaluating its fraud detection and reporting
131 systems, and Developer shall not be entitled to any revenue associated with the
136 Collection of Data. Developer acknowledges and agrees that Pseudonymous
138 order to collect and use data from end users and their devices (“App Data”) in
139 connection with advertisement performance, targeting, and end user interests
140 (“Performance Data”), and to display AdColony Ads to end users. Developer agrees
142 Developer Apps, or the servers that make them available, and cause the routing,
143 transmission, reproduction, and presentation of AdColony Ads as contemplated
144 herein. Additionally, Developer agrees that AdColony may collect App Data and
145 Performance Data, including Pseudonymous Identifiers , usage data, and streaming
146 data, with regard to the Developer Apps (and included content) within which
147 AdColony Ads are routed and/or served and (i) disclose such information to third
148 parties (including Advertisers and attribution partners) as reasonably necessary
152 information relating to Developer is not identified as such; and (iv) use such
153 information for AdColony’s internal business purposes, including to develop and
154 improve the AdColony SDK and AdColony Platform. AdColony will collect and use
157 http://www.aboutads.info/principles and AdColony Privacy Policy, which is
159 time) and is hereby incorporated by reference. Compliance with Laws. Developer
162 and third parties’ collection, use, and disclosure of end user data from the
164 receive information and use that information to provide measurement services and
165 targeted ads, and disclosure of how and where users can opt-out of collection
166 and use of information for ad targeting. Developer will not pass any PII to
167 AdColony unless expressly permitted in writing, and as permitted under any
168 Privacy Requirements. Developer represents and warrants that any data Developer
169 provides to AdColony regarding devices, location, or users, and the ability for
170 AdColony to collect the App Data and Performance Data, is permitted and provided
172 policy. Developer further represents and warrants that it has made any and all
173 disclosures and obtained any and all consents or permissions required by law
175 any end user data Developer collects, uses, and/or discloses, (b) the use and
176 disclosure of App Data and Performance Data to AdColony via the AdColony SDK and
177 AdColony Platform, and (c) notice and parental consent required by the
180 Section, and/or to remain compliant with law. C. “Privacy Requirements” means
182 government agency orders, and decrees relating in any manner to the collection,
184 otherwise relating to privacy rights; (ii) the DAA Codes; and (iii) Developer’s
189 Developer Payment. Subject to the terms and conditions of this Agreement,
198 withholding, sales, value added, and other applicable taxes (other than its net
202 $100 and it has been more than 12 months since the publisher had earnings or b)
204 less than $1,000 and it has been more than 12 months since the publisher had
205 earnings. 7. Term and Termination
213 all use of the AdColony Platform and AdColony Property, and destroying or
214 removing from all hard drives, networks, and other storage media all copies of
216 by Developer, the Agreement (including all rights and licenses granted and
217 obligations assumed hereunder) will remain in force and effect until the
226 A. Definition. “Confidential Information” means any and all business, technical
227 and financial information or material of a party, whether revealed orally,
232 Information, and the terms and conditions of this Agreement shall remain
242 without restriction from a third-party lawfully possessing and lawfully entitled
247 B. Use and Disclosure Restrictions. The Receiving Party shall not use the
249 its obligations under this Agreement, and shall not disclose the Confidential
251 subcontractors, and advisers that need to know such Confidential Information for
253 and advisor is subject to a written agreement that includes binding use and
257 information of similar nature and importance to maintain the confidentiality of
263 Disclosing Party an opportunity to intervene and seek an order or other relief
265 disclosure) and the Confidential Information is only disclosed to the extent
271 1.  Representations and Warranties of Developer. Developer represents, warrants
272 and covenants to AdColony that: (a) it has all necessary rights, title, and
273 interest in and to the Developer Apps, and it has obtained all necessary
274 rights, releases, and permissions to grant the rights granted to AdColony in
275 this Agreement, including to allow AdColony to sell and insert the AdColony
279 individual; and (c) the Developer Apps will comply with the Developer Apps
280 Content Policy, and will not infringe upon, violate, or misappropriate any
284 2.  Warranty Disclaimer. THE ADCOLONY SDK AND ADCOLONY PLATFORM ARE PROVIDED “AS
287 NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED
288 WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. ADCOLONY AND ITS
289 SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE ADCOLONY PLATFORM
295 DISCRETION AND WITHOUT NOTICE.
299 Developer Indemnification. Developer agrees to indemnify, defend, and hold
300 harmless AdColony and its affiliates, and their directors, officers, employees,
301 and agents from and against any liabilities, damages, costs and expenses
309 defense and/or settlement of the claim; and (c) reasonably cooperates with
310 Developer in connection with such claim at Developer’s cost and expense.
311 AdColony Indemnification. AdColony agrees to indemnify, reimburse and hold
312 harmless, Developer, its officers, directors, employees, and agents from and
313 against any and all third party claims, liabilities, demands, causes of action,
314 damages, losses and expenses, including, without limitation, reasonable
315 attorneys’ fees and costs of suit, arising out of or in connection with
317 trademark or trade secret by the use of the AdColony Platform and/or the
322 sole control of the defense and/or settlement of the claim; and (c) reasonably
323 cooperates with AdColony in connection with such claim at AdColony’s cost and
326 of infringement, AdColony may at its option and expense (i) procure for
341 RELATING TO ADCOLONY’S SDK AND THE ADCOLONY PLATFORM. 12. Limitation of
342 Liability. EXCEPT WITH RESPECT TO INDEMNIFICATION OBLIGATIONS HEREIN AND
343 BREACHES OF SECTIONS 2 and 8, NEITHER PARTY SHALL BE LIABLE TO OTHER PARTY FOR
346 BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR
348 RESPECT TO INDEMNIFICATION OBLIGATIONS HEREIN AND BREACHES OF SECTIONS 2 and 8,
356 Relationship of the Parties. Each Party shall be and act as an independent
357 contractor and not as partner, joint venturer, or agent of the other. No party
365 prior written consent. This Agreement inures to the benefit of and shall be
366 binding on the parties’ permitted assignees, transferees and successors.
368 this Agreement unless evidenced in writing and signed for and on behalf of both
371 right, promise or term, which will continue in full force and effect. Governing
372 Law; Jurisdiction. This Agreement shall be governed by, and construed in
374 conflicts of laws principles. The parties agree that the federal and state
375 courts in Los Angeles County, California will have exclusive jurisdiction and
376 venue under this Agreement, and the parties hereby agree to submit to such
378 understanding of the parties regarding its subject matter and supersedes all
379 other agreements and understandings, whether oral or written.