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adcolony-tos-2022
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AdColony TOS for Publishers 2022
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AdColony Terms of Service for Publishers 2022
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Proprietary Free
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AdColony
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https://support.adcolony.com/helpdesk/terms-of-service-for-publishers/
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Terms of Service for Publishers
AdColony publishing and monetization partners must sign, acknowledge, and agree
to their own terms of service document within the AdColony portal. The version
below is for general reference purposes and does not serve as a legal or binding
agreement with any entity.
Additional agreements and terms of service may be required on a per client basis
to comply with regulatory needs. Contact support@adcolony.com for more details.
SDK License and Publisher Terms
These AdColony SDK License and Publisher Terms (this “Agreement”) is made
available by AdColony, Inc. (“AdColony”). By downloading or using the AdColony
SDK, you and any company, entity, or organization on behalf of which you are
accepting this Agreement (“Developer”) hereby agrees to be bound by all terms
and conditions of this Agreement, and you represent and warrant that you are an
authorized representative of Developer with the authority to bind Developer to
this Agreement. IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS
AGREEMENT, DO NOT DOWNLOAD OR USE THE ADCOLONY SDK.
1. Definitions
1. “Advertisers” means third-party advertisers.
2. “Developer Apps” means the mobile applications owned and/or controlled by
Developer, including all content images, music and text contained therein,
that Developer wishes to use with the AdColony SDK and AdColony Platform.
3. “I/O” means a fully executed insertion order containing advertising
campaign details for user acquisitions and campaigns run by Developer on
AdColony’s Platform.
4. “AdColony Ads” means video, playable, display, or any type of media
advertisements, sourced by or on behalf of AdColony, which are routed and/or
served by the AdColony Platform to the Developer Apps.
5. “AdColony Platform” means AdColony’s advertising system or network, which
supports advertisement insertion within mobile applications, and related
advertisement reporting tools.
6. “AdColony SDK” means the software development kit and any other software
and documentation that may be provided by AdColony to Developer with the
software development kit, including any updates thereto.
7. “Personally Identifiable Information” or “PII” means information that
specifically identifies or locates a particular person or entity such as
name, postal address, telephone number, and email address.
8. “Pseudonymous Identifiers” means data that is linked or reasonably
linkable to a particular computer or device resettable device identifiers
such as Google Advertising ID, Apple Identifier for Advertisers, IP address,
or other similar identifiers. Pseudoymous Identifiers may not be utilized to
identify a particular person.
2. AdColony SDK License
1. License Grant. Subject to the terms and conditions of this Agreement,
AdColony grants Developer a non-exclusive, non-transferable, non-
sublicenseable, worldwide license to: (a) integrate the AdColony SDK with
Developer Apps solely for internal use; (b) use, reproduce and distribute
certain portions of the AdColony SDK as required for Developer’s
distribution of Developer Apps, solely as enabled by, and in accordance with
documentation provided by AdColony; and (c) use the AdColony SDK and
AdColony Platform to have advertisements, including AdColony Ads,
distributed and presented within Developer Apps.
2. SDK Updates. AdColony periodically releases new versions of the AdColony
SDK which may contain new features and fixes, and AdColony may sunset
versions of the AdColony SDK. Developer is encouraged to check the AdColony
website (or AdColony-designated distribution site) from time to time for the
latest version releases, and to download and integrate such new versions
within the Developer Apps, subject to this Agreement (including any
amendments).
C. License Restrictions. Except as expressly provided in this Agreement,
Developer shall not (and shall not allow any third party to): (a) decompile,
reverse engineer, disassemble, modify, adapt, create derivative works of,
copy or distribute the AdColony SDK or AdColony Platform, (b) modify,
remove, or obscure any copyright, trademark, patent or other proprietary
notices or legends from the AdColony SDK or AdColony Platform; (c) copy,
distribute, rent, lease, lend, sublicense, transfer or make the AdColony SDK
or AdColony Platform available to any third party, and (d) use the AdColony
SDK or AdColony Platform to develop, upload, or transmit any software
viruses or other computer code, files or programs designed to interrupt,
destroy, or limit the functionality of any software or hardware.
3. Intellectual Property. All ownership rights, title, and interest in and
to the AdColony SDK and AdColony Platform, including all intellectual
property rights therein, as such may be modified, upgraded, or enhanced from
time to time (“AdColony Property”) will remain and belong exclusively to
AdColony. AdColony reserves all rights not expressly granted to Developer
herein. Developer shall retain all ownership rights, title and interest in
and to the Developer Apps, including all intellectual property rights
therein, as such may be modified, upgraded or enhanced from time to time.
4. Advertising via The AdColony Platform
1. AdColony Insertion & Sale of Ads. Developer hereby grants AdColony
the right to sell, and have sold, advertisement inventory in the
Developer Apps, and to insert AdColony Ads within such inventory. In
addition, Developer hereby grants AdColony the non-exclusive, worldwide
right and license to use, reproduce, distribute and display Developer’s
and the Developer Apps’ trademarks, logos, and images of the Developer
Apps, in connection with the sale of AdColony Ads hereunder, including:
(a) listing the Developer Apps and inventory in pitch materials to
prospective Advertisers; (b) reporting the inclusion of Developer Apps
and inventory as part of AdColony’s advertising network; and (c)
identifying the Developer as a publishing partner on AdColony’s website
and other marketing materials. AdColony also reserves the right to
utilize publisher results (both specific and aggregate) in case studies
and white papers for promotional purposes.
2. Developer Ad Campaigns. For user acquisitions and other campaigns run
by Developer on the AdColony Platform, Developer shall provide AdColony
with a signed I/O. The terms of the I/O, including the Interactive
Advertising Bureau terms and conditions incorporated into the I/O (the
“IAB Terms”) shall govern such advertising campaigns. In the event of
any conflict between the I/O and such IAB Terms, the I/O shall govern
and control with respect to such campaign.
3. Developer Apps Content Policy. The Developer Apps will not contain,
consist of, or promote discrimination, illegal activities, hate speech,
defamation, graphic violence, firearms, tobacco, illegal drugs,
pornography, profanity, obscenity or sexually explicit material
(“Developer Apps Content Policy”). Developer will notify AdColony
immediately of any Developer Apps relating to alcohol or gambling or
that are child-directed as defined under COPPA. Developer agrees that
AdColony has no responsibility for the Developer Apps, including any
content therein, and AdColony has no obligation or ability to monitor or
edit the Developer Apps. Developer will provide as much advance written
notice as reasonably practicable, but in no event less than fifteen (15)
days’ notice, regarding any material changes to the nature or design of
any Developer App, including without limitation, changes to the
placement of AdColony Ad inventory, any action that will increase or
reduce expected AdColony Ad inventory within the Developer Apps, the
type of content contained within the Developer Apps, or the target
audience of the Developer Apps.
4. Ad Restrictions. Developer may not, and may not authorize or encourage
any third party to: (a) generate fraudulent impressions of, or fraudulent
clicks on any AdColony Ads, including through repeated manual clicks, the
use of robots or other automated tools or any other method that may lead to
artificially high numbers of impressions, clicks, downloads, installs, app-
opens, installed app user activity; or (b) edit, modify, filter, or change
the order of the information contained in any AdColony Ad, or remove,
obscure or minimize any AdColony Ad in any way. Developer shall promptly
notify AdColony if it suspects that any third party may be tampering with,
abusing or manipulating the AdColony Platform or the AdColony Ads within the
Developer App. AdColony may suspend Developer’s use of the AdColony Platform
and/or terminate this Agreement immediately should Developer violate the
foregoing provisions of this Section as determined by AdColony’s sole
discretion upon evaluating its fraud detection and reporting systems, and
Developer shall not be entitled to any revenue associated with the
applicable campaign(s).
5. Data & Privacy
1. Collection of Data. Developer acknowledges and agrees that
Pseudonymous Identifiers may be used in connection with the performance
of this Agreement in order to collect and use data from end users and
their devices (“App Data”) in connection with advertisement performance,
targeting, and end user interests (“Performance Data”), and to display
AdColony Ads to end users. Developer agrees that in connection with
AdColony Ads, AdColony may access or call to the Developer Apps, or the
servers that make them available, and cause the routing, transmission,
reproduction, and presentation of AdColony Ads as contemplated herein.
Additionally, Developer agrees that AdColony may collect App Data and
Performance Data, including Pseudonymous Identifiers , usage data, and
streaming data, with regard to the Developer Apps (and included content)
within which AdColony Ads are routed and/or served and (i) disclose such
information to third parties (including Advertisers and attribution
partners) as reasonably necessary in connection with the operation of
the AdColony Platform, (ii) disclose such data if required by any court
order, process, law or governmental agency; (iii) disclose such data
generally when it is aggregated, such that the specific information
relating to Developer is not identified as such; and (iv) use such
information for AdColony’s internal business purposes, including to
develop and improve the AdColony SDK and AdColony Platform. AdColony
will collect and use the data in accordance with the Digital Advertising
Alliance Self-Regulatory Principles (“DAA Codes”), which are available
at http://www.aboutads.info/principles and AdColony Privacy Policy,
which is available at https://www.adcolony.com/privacy-policy/ (as
updated from time to time) and is hereby incorporated by reference.
2. Compliance with Laws. Developer agrees to comply with all Privacy
Requirements (as defined below), including conspicuously posting a
privacy policy that accurately describes the Developer’s and third
parties’ collection, use, and disclosure of end user data from the
Developer Apps, which include disclosure that third parties may collect
or receive information and use that information to provide measurement
services and targeted ads, and disclosure of how and where users can
opt-out of collection and use of information for ad targeting. Developer
will not pass any PII to AdColony unless expressly permitted in writing,
and as permitted under any Privacy Requirements. Developer represents
and warrants that any data Developer provides to AdColony regarding
devices, location, or users, and the ability for AdColony to collect the
App Data and Performance Data, is permitted and provided in compliance
with all Privacy Requirements including Developer’s posted privacy
policy. Developer further represents and warrants that it has made any
and all disclosures and obtained any and all consents or permissions
required by law with respect to Developer’s privacy practices, including
without limitation: (a) any end user data Developer collects, uses,
and/or discloses, (b) the use and disclosure of App Data and Performance
Data to AdColony via the AdColony SDK and AdColony Platform, and (c)
notice and parental consent required by the Children’s Online Privacy
Protection Act (“COPPA”). AdColony reserves the right to modify,
suspend, or terminate this Agreement should Developer violate this
Section, and/or to remain compliant with law.
C. “Privacy Requirements” means all (i) applicable laws (including
COPPA), governmental regulations, court or government agency orders, and
decrees relating in any manner to the collection, use, or dissemination
of information from or about users, user traffic, or otherwise relating
to privacy rights; (ii) the DAA Codes; and (iii) Developer’s posted
privacy policy.
6. Developer Payments
1. Developer Payment. Subject to the terms and conditions of this
Agreement, AdColony shall pay to Developer Net Revenue amounts
determined by AdColony. All revenue received from activities that
AdColony deems to be fraudulent may be refunded to the Advertiser(s) in
AdColony’s sole discretion.
2. Payment Terms. AdColony will pay any Developer Payment due to
Developer sixty (60) days after the completion of the month in which
such AdColony Ad campaign runs; provided that, AdColony may withhold
payment until the following month for Developer Payment amounts less
than $100 U.S. Developer shall be responsible for any bank, transfer or
transaction fees (e.g., PayPal). AdColony may deduct any withholding,
sales, value added, and other applicable taxes (other than its net
income taxes) as required by law. Developer is responsible for paying
any other taxes, duties, or fees for which Developer is legally
responsible.
3. Earnings are forfeited by publisher if a) the publisher’s lifetime
earnings are less than $100 and it has been more than 12 months since
the publisher had earnings or b) the publisher has not provided payment
information, outstanding earnings are less than $1,000 and it has been
more than 12 months since the publisher had earnings.
7. Term and Termination
1. Term. This Agreement is effective until terminated in accordance with
this Agreement.
2. Termination by AdColony. AdColony may terminate this Agreement at any
time by providing sixty (60) days’ notice to Developer. Additionally,
AdColony may terminate this Agreement immediately if Developer breaches
any provision of this Agreement.
3. Termination by Developer. Developer may terminate this Agreement at
any time by providing written notice to AdColony (email to suffice),
ceasing all use of the AdColony Platform and AdColony Property, and
destroying or removing from all hard drives, networks, and other storage
media all copies of the AdColony Property.
4. Effect of Termination. Upon termination of this Agreement by
Developer, the Agreement (including all rights and licenses granted and
obligations assumed hereunder) will remain in force and effect until the
completion of all AdColony Ad campaigns associated with the Developer
Apps in effect on the date of such termination (“Sell-Off Period”).
AdColony’s payment obligations will remain in effect during the Sell-Off
Period. Upon any termination of this Agreement, each party will promptly
return or destroy all copies of any Confidential Information in its
possession or control. Sections 3, 7(D) through 13 shall survive any
expiration or termination of this Agreement.
8. Confidentiality
A. Definition. “Confidential Information” means any and all business,
technical and financial information or material of a party, whether
revealed orally, visually, or in tangible or electronic form, that is
not generally known to the public, which is disclosed to or made
available by one party (the “Disclosing Party”) to the other, or which
one party becomes aware of pursuant to this Agreement (the “Receiving
Party”). The AdColony SDK is AdColony’s Confidential Information, and
the terms and conditions of this Agreement shall remain confidential.
The failure of a Disclosing Party to designate as “confidential” any
such information or material at the time of disclosure shall not result
in a loss of status as Confidential Information to the Disclosing Party.
Confidential Information shall not include information which: (i) is in
or has entered the public domain through no breach of this Agreement or
other act by a Receiving Party; (ii) a Receiving Party rightfully knew
prior to the time that it was disclosed to a Receiving Party hereunder;
(iii) a Receiving Party received without restriction from a third-party
lawfully possessing and lawfully entitled to disclose such information
without breach of this Agreement; or (iv) was independently developed by
employees of the Receiving Party who had no access to such information.
B. Use and Disclosure Restrictions. The Receiving Party shall not use
the Confidential Information except as necessary to exercise its rights
or perform its obligations under this Agreement, and shall not disclose
the Confidential Information to any third party, except to those of its
employees, subcontractors, and advisers that need to know such
Confidential Information for the purposes of this Agreement, provided
that each such employee, subcontractor, and advisor is subject to a
written agreement that includes binding use and disclosure restrictions
that are at least as protective of the Confidential Information as those
set forth herein. The Receiving Party will use at least the efforts such
party ordinarily uses with respect to its own confidential information
of similar nature and importance to maintain the confidentiality of all
Confidential Information in its possession or control, but in no event
less than reasonable efforts. The foregoing obligations will not
restrict the Receiving Party from disclosing any Confidential
Information required by applicable law; provided that, the Receiving
Party must use reasonable efforts to give the Disclosing Party advance
notice thereof (i.e., so as to afford Disclosing Party an opportunity to
intervene and seek an order or other relief for protecting its
Confidential Information from any unauthorized use or disclosure) and
the Confidential Information is only disclosed to the extent required by
law. The Receiving Party shall return all of the Disclosing Party’s
Confidential Information to the Disclosing Party or destroy the same, no
later than fifteen (15) days after Disclosing Party’s request, or when
Receiving Party no longer needs Confidential Information for its
authorized purposes hereunder.
9. Representations and Warranties of Developer. Developer represents,
warrants and covenants to AdColony that: (a) it has all necessary rights,
title, and interest in and to the Developer Apps, and it has obtained all
necessary rights, releases, and permissions to grant the rights granted to
AdColony in this Agreement, including to allow AdColony to sell and insert
the AdColony Ads as contemplated herein; (b) it shall not use the AdColony
Platform to collect or discern any personally identifiable information of
end users, or use the data received through the AdColony Platform to re-
identify an individual; and (c) the Developer Apps will comply with the
Developer Apps Content Policy, and will not infringe upon, violate, or
misappropriate any third party right, including any intellectual property,
privacy, or publicity rights.
10. Warranty Disclaimer. THE ADCOLONY SDK AND ADCOLONY PLATFORM ARE PROVIDED
“AS IS”. ADCOLONY DOES NOT MAKE ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY
OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY,
NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED
WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. ADCOLONY AND ITS
SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE ADCOLONY PLATFORM
OR ADCOLONY SDK WILL BE CORRECT, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS
WILL BE CORRECTED, OR THAT THE ADCOLONY PLATFORM OR ADCOLONY SDK ARE FREE OF
VIRUSES OR OTHER HARMFUL COMPONENTS. ADCOLONY DOES NOT WARRANT THE RESULTS
OF USE OF THE ADCOLONY PLATFORM OR ADCOLONY SDK. DEVELOPER ACKNOWLEDGES THAT
ADCOLONY MAY MODIFY OR SUSPEND THE ADCOLONY PLATFORM AT ANY TIME IN ITS SOLE
DISCRETION AND WITHOUT NOTICE.
11. Indemnification.
1. Developer Indemnification. Developer agrees to indemnify, defend, and
hold harmless AdColony and its affiliates, and their directors,
officers, employees, and agents from and against any liabilities,
damages, costs and expenses (including reasonable attorneys’ fees)
arising out of any claim, demand, action, or proceeding initiated by a
third party arising from or in connection with any breach of Developer’s
obligations, representations or warranties set forth in this Agreement;
provided that, AdColony: (a) promptly notifies Developer in writing of
the claim, except that any failure to provide this notice promptly only
relieves Developer of its responsibility to the extent its defense is
materially prejudiced by the delay; (b) grants Developer sole control of
the defense and/or settlement of the claim; and (c) reasonably
cooperates with Developer in connection with such claim at Developer’s
cost and expense.
2. AdColony Indemnification. AdColony agrees to indemnify, reimburse and
hold harmless, Developer, its officers, directors, employees, and agents
from and against any and all third party claims, liabilities, demands,
causes of action, damages, losses and expenses, including, without
limitation, reasonable attorneys’ fees and costs of suit, arising out of
or in connection with AdColony’s infringement or misappropriation of a
third party U.S. copyright, trademark or trade secret by the use of the
AdColony Platform and/or the AdColony SDK by Developer as permitted
hereunder; provided that, Developer: (a) promptly notifies AdColony in
writing of the claim, except that any failure to provide this notice
promptly only relieves AdColony of its responsibility to the extent its
defense is materially prejudiced by the delay; (b) grants AdColony sole
control of the defense and/or settlement of the claim; and (c)
reasonably cooperates with AdColony in connection with such claim at
AdColony’s cost and expense. In addition, if the use of the AdColony
Property by Developer has become, or in AdColony’s opinion is likely to
become, the subject of any claim of infringement, AdColony may at its
option and expense (i) procure for Developer the right to continue using
the AdColony Property as set forth hereunder; (ii) replace or modify the
AdColony Property to make it non- infringing so long as the AdColony
Property has substantially equivalent functionality; or (iii) if options
(i) or (ii) are not reasonably practicable, terminate this Agreement.
AdColony shall have no liability or obligation under this Section with
respect to any claim if such claim is caused in whole or in part by (x)
compliance with designs, data, instructions, or specifications provided
by Developer; (y) modification of the AdColony Property by any party
other than AdColony without AdColony’s express consent; or (z) the
combination, operation, or use of the AdColony Property with other
applications, portions of applications, product(s), data or services
where the AdColony Property would not by itself be infringing unless
AdColony has required or expressly allowed such combination, operation,
or use. THE INDEMNIFICATION RIGHTS CONTAINED IN THIS SECTION 11 ARE
DEVELOPER’S SOLE REMEDY FOR THIRD PARTY INFRINGEMENT CLAIMS RELATING TO
ADCOLONY’S SDK AND THE ADCOLONY PLATFORM.
12. Limitation of Liability. EXCEPT WITH RESPECT TO INDEMNIFICATION
OBLIGATIONS HEREIN AND BREACHES OF SECTIONS 2 and 8, NEITHER PARTY SHALL BE
LIABLE TO OTHER PARTY FOR ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL,
RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST BUSINESS, DATA, REVENUE,
OR ANTICIPATED PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT A PARTY WAS ADVISED OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT WITH RESPECT TO INDEMNIFICATION
OBLIGATIONS HEREIN AND BREACHES OF SECTIONS 2 and 8, IN NO EVENT WILL EITHER
PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL DEVELOPER
PAYMENT PAYABLE TO DEVELOPER UNDER THIS AGREEMENT BY ADCOLONY IN THE TWELVE
(12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
13. General.
1. Relationship of the Parties. Each Party shall be and act as an
independent contractor and not as partner, joint venturer, or agent of
the other. No party shall have any right to obligate or bind any other
party.
2. Assignment. Neither party may assign any of its rights or obligations
under this Agreement without the prior written consent of the other
party, except in connection with any merger (by operation of law or
otherwise), consolidation, reorganization, change in control or sale of
all or substantially all of its assets related to this Agreement or
similar transaction. Notwithstanding the foregoing, Developer may not
assign this Agreement to a direct competitor of AdColony without
AdColony’s prior written consent. This Agreement inures to the benefit
of and shall be binding on the parties’ permitted assignees, transferees
and successors.
3. Amendments; Waiver. No changes or modifications or waivers are to be
made to this Agreement unless evidenced in writing and signed for and on
behalf of both parties. The failure by either party to insist upon the
strict performance of this Agreement, or to exercise any term hereof,
will not act as a waiver of any right, promise or term, which will
continue in full force and effect.
4. Governing Law; Jurisdiction. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California,
without reference to conflicts of laws principles. The parties agree
that the federal and state courts in Los Angeles County, California will
have exclusive jurisdiction and venue under this Agreement, and the
parties hereby agree to submit to such jurisdiction exclusively.
5. Entire Agreement. This Agreement contains the entire understanding of
the parties regarding its subject matter and supersedes all other
agreements and understandings, whether oral or written.