ironSource Platform Online Terms and Conditions
We have updated our Terms and Conditions, which will go into effect on March 16th, 2022. By continuing to use the Services from this date, you agree to such changes. You can find our previous terms here.
Important information – please read carefully: this ironSource Platform Online Terms and Conditions (together with the attached addendums, schedules and other attachments, the “Agreement”) is a legally binding and enforceable agreement between ironSource Mobile Ltd. an Israeli company (including its Affiliates, as applicable to the Service provided) (“Company”, “we”, “us”, “our” or “IronSource”) and you, a mobile applications developer and/or Partner (“you” or “Partner”). IronSource and Partner are sometimes referred to in this Agreement as a “Party” and collectively the “Parties”.
To the extent you are using the ironSource Platform (as defined below) for the purpose of user acquisition as an advertiser and you have entered into a separate agreement with ironSource for such services, the separate agreement executed between you and ironSource shall govern and supersede this Agreement with respect to your user acquisition activities through ironSource.
Certain services, features and/or programs offered by us may have different terms and conditions that may apply to them or may require you to accept additional terms and conditions (“Additional Terms”) in order to use or access such services. Notwithstanding the above, the use of Tapjoy, Inc. (“Tapjoy”)’s platform for Monetization Services (as defined below), is provided through a separate platform and dashboard. Any reference herein to ironSource Platform shall apply and include, as applicable, such Tapjoy platform and the terms (if any) provided in such Tapjoy platform shall not apply to your use of the Tapjoy Monetization Services. In the event of any conflict between the terms of this Agreement and any Additional Terms, the Additional Terms will prevail. Partner may be referenced as ‘Partner’, ‘Customer’ or ‘Advertiser’, as applicable, in the Additional Terms.
BY CLICKING “ACCEPT” “SIGN UP” “LOG IN” (OR ANY SIMILAR LANGUAGE), AND/OR BY ACCESSING AND/OR USING THE SERVICES, THE SDK, THE PLATFORM AND/OR YOUR PARTNER ACCOUNT (ALL AS DEFINED BELOW AND COLLECTIVELY, THE “IRONSOURCE PLATFORM”), YOU AGREE TO BECOME A PARTNER AND YOU: (I) ARE CONSENTING TO BE BOUND BY THIS AGREEMENT AND AGREE THAT FROM SUCH POINT ONWARDS YOU SHALL BE TREATED FOR ALL INTENTS AND PURPOSES BY IRONSOURCE AS A PARTNER ON THE IRONSOURCE PLATFORM AND (II) AGREE THAT IRONSOURCE MAY MAKE CHANGES TO THESE TERMS AND CONDITIONS ON AN ON- GOING BASIS AT ANY TIME IN ITS SOLE DISCRETION, AS DESCRIBED FURTHER IN SECTION 2.3 BELOW. IN ADDITION, YOU CONSENT TO THE USE OF ELECTRONIC MEANS AND/OR RECORDS TO RECORD AND PRESERVE YOUR ACCEPTANCE OF THIS AGREEMENT AND THE STORAGE OF INFORMATION RELATED TO THIS AGREEMENT AND YOUR USE OF THE IRONSOURCE PLATFORM. YOU ALSO AGREE THAT IRONSOURCE MAY PROVIDE YOU WITH NOTICES IN ACCORDANCE WITH THIS AGREEMENT. THIS AGREEMENT IS VOID WHERE PROHIBITED BY LAW, AND THE RIGHT TO ACCESS THE SERVICES IS REVOKED IN SUCH JURISDICTIONS.
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 “Partner” shall refer to such company or entity and its Affiliates. If you do not have such authority, or if you do not agree to the terms and conditions of this Agreement, you must refrain from accepting this Agreement and may not access and/or use the ironSource Platform. We recommend saving a copy of this Agreement for your records.
You may not access the ironSource Platform if (a) you do not agree to the terms and conditions of this Agreement, and/or (b) you are our direct competitor, as determined at our sole and absolute discretion, unless you received our prior written consent, given on a case-by-case basis, and/or (c) you accept this Agreement for the sole purpose of analyzing and/or testing its availability, performance or functionality, or for any other competitive purposes. By using the Services, you represent and warrant that you are at least 18 years old.
- Definitions. In these Terms and Conditions, the following terms shall have the following meanings and unless the context requires otherwise:
1.1 “Advertiser(s)” means third party merchants, retailers, service providers, content providers, affiliates, agents and/or advertisers whose Advertisements are placed through the Monetization Services in the Partner’s App.
1.2 “Advertisement,” “Ad” or “ad” means an asset that contains certain advertising content offered to End Users via the Partner’s App, including playable ads, advertising offers, or market research survey offers, served through the Monetization Services.
1.3 “Ad-Quality Platform” means a platform that allows the Partner to analyze and gain insights and transparency on advertisements available on the Partner’s Apps, subject to the Additional Terms available at https://developers.is.com/ironsource-mobile/general/ad-quality-terms-conditions/
1.4 “Affiliate” means a person, corporation, or other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, ironSource.
1.5 “App Store(s)” means the mobile application store from which the applicable Partner App is downloaded.
1.6 “Applicable Rules” means any and all applicable laws, rules, regulations, contractual and fiduciary obligations, including without limitation, any terms, policies, guidelines, and agreements which may regulate and/or apply to Partner’s use of the Service or any part thereof, including those of the applicable Operating Systems, applicable App Store(s) and/or social networks, all as may be updated from time to time.
1.7 “Business Day” means any day that is not a Saturday, Sunday or public holiday, on which banks in Israel are generally open for business.
1.8 “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, and regardless of the manner in which it is furnished, and which given the totality of the circumstances, a reasonable person or entity should have reason to believe is non-public, proprietary, confidential, or competitively sensitive. Confidential Information will not include information that Receiving Party (as defined below) can demonstrate in its records to have been: (i) known by the Receiving Party (without breach of any confidentiality obligation by any third party) prior to disclosure by the Disclosing Party (as defined below); (ii) independently developed by the Receiving Party without the use of or reference to any Confidential Information; (iii) legally received by the Receiving Party (without breach of any confidentiality obligation by any third party) from a third party that is not under a confidentiality obligation to the Disclosing Party; or (iv) publicly available through no breach of this Agreement by Receiving Party.
1.9 “End User” means a natural person that downloads, installs and/or uses a Partner’s App.
1.10 “Effective Date” means the earliest date in which the Partner first clicked “I accept” or “I agree” (or words to similar effect), registered for a Partner Account, or commenced the use (including install, access, or browse) of the Services.
1.11 “Forbidden Activity” means, unless otherwise agreed by the Parties in writing: (a) engaging in or encouraging conduct that would be considered a criminal offense or could give rise to civil liability; (b) violation of any Applicable Rules; (c) use, endorsement, and/or promotion of any Forbidden Content; (d) violation of any third party terms which are available with or as part of any software and/or product whether used by Partner or otherwise; (e) distribution of any material that contains any software viruses or any other code, file or program designed to interrupt, hijack, destroy or limit the functionality of any mobile device, software, hardware, network or telecommunications equipment; (f) fraudulent activity including but not limited to fraudulent impressions of or fraudulent clicks on any Advertisement, repeated manual clicks or automated actions generation and non-human traffic, including bots, spyware, phishing, including but not limited to actions taken by End Users attempting to manipulate ironSource’s ability to control, monitor and render the Services; (g) compensate End Users for engaging with advertisements other than in a designated ad unit; and (h) acting in violation of any Operating System’s or App Store’s policies.
1.12 “Forbidden Content” means any content that may be considered as offensive, harmful, misleading, deceptive, fraudulent, unfair, immoral, indecent, pornographic, obscene, sexually explicit, excessively profane, racist, ethnically offensive, threatening, excessively violent, defamatory, hate speech, gambling (including games of skill that offer prizes of cash or other value), discriminatory, malware, illegal drugs or arms trafficking, alcohol, tobacco, prescription drugs or weapons.
1.13 “Growth Platform” means ironSource’s user acquisition and app growth platform, that allows Partner to promote and advertise Applications with additional terms available on a separate designated agreement entered into by the parties, or the terms available on https://platform.ironsrc.com/partners/terms-and-conditions-user-acquisition.
1.14 “Insertion Order” or “IO” means a mutually agreed document that incorporates this Agreement and contains specific instructions regarding the services provided herein.
1.15 “Intellectual Property” means any and all intellectual property and/or proprietary information under any applicable law, including, but not limited to, inventions, patents and patent applications, Marks, logos, copyrightable materials, graphics, text, images, designs, the “look and feel”, specifications, methods, procedures, information, know-how, proprietary knowledge, financial and marketing information, business plans, formulae, technology databases, compilations, algorithms, data, technical data, interactive features, source and object code, files, interface and trade secrets, whether or not registered or capable of being registered, and any derivative works thereof.
1.16 “Marks” mean all trademarks, service marks, trade names, trade dress and associated logos, in each case, whether or not registered.
1.17 “Mediation Platform” and “Mediation Services” means ironSource’s proprietary ad mediation platform and related services which enables Partner to integrate, manage and optimize its monetization with multiple advertisement suppliers with which the Partner has direct relationship for serving advertisements in the applicable Partner App (“Third Party Ad Suppliers”).
1.18 “Monetization Services” means ironSource’s and/or Tapjoy’s proprietary ad network and related services, delivering Advertisements to be displayed on the Partner’s App.
1.19 “Net Revenue” if applicable, means gross revenue generated and received by ironSource from third parties with respect to each Advertisement less deductions for revenue generated through Forbidden Activity, uncollected amounts, refunds, taxes, transaction costs and expenses related to such revenue, direct and indirect expenses attributable to account acquisition and management, including but not limited to network-related expenses.
1.20 “Operating System” means the mobile device operating systems on which the applicable Application is installed.
1.21 “Partner Account” means a personal account designated to Partner in order to utilize the Services, which includes, inter alia, Partner’s Apps’ details and its performance, analytics, rate and any other information or features that ironSource may add or remove, at its sole and absolute discretion. To utilize certain Services provided hereunder Partner may be required to create additional account(s) in platforms provided to such Services. Such accounts shall also be deemed Partner Account and such platforms will also be deemed ironSource Platform and the terms provided herein shall govern the use of such platforms.
1.22 “Partner’s App(s)” and/or “Application(s)” means the Partner’s proprietary mobile applications included/made available by the Partner to be utilized by or with the ironSource Platform, or otherwise utilizing the Services, including, any software code, technology, content and other materials included therein, but excluding ironSource’s Intellectual Property.
1.23 “Service Documentation” means the instructions, requirements, best practices, guidelines and other documentation for Services made available via ironSource’s websites (including any sub-domains thereof), the Partner Account, emails to the Partner or as otherwise communicated by ironSource (including instructions, requirements, best practices, guidelines and documentation as may be modified and updated from time to time).
1.24 “Services” means the services offered through the ironSource Platform, including Monetization Services, Mediation Services, Growth Platform, Ad-Quality Platform Programmatic Platform, and any analytics, insights and other ancillary services and features provided to Partner.
1.25 “SDK” means ironSource or any of its Affiliates’ proprietary software development kit(s) integrated with the Applications in support of a Service provided by ironSource.
- Scope of Engagement.
2.1 Partner is the owner of and/or is duly licensed to publish the Partner’s App, and wishes that ironSource provide it with the Services made available by the ironSource Platform for the Partner App, all subject to and in accordance with the terms and conditions set forth in this Agreement.
2.2 As part of the Services, Partner will be assigned a username and password with which Partner shall be able to access the Partner Account. Partner’s account is for personal (i.e., individual or entity) use only. Partner agrees: (a) to keep its password secure and confidential; (b) not to permit others to use the Partner Account; (c) not to share, transfer or assign the Partner Account’s password to any third party; (d) to create only one unique and bona fide profile as a Partner and (e) that all information it provides to ironSource is true, accurate, complete, up-to-date, and solely the Partner’s. Partner is solely responsible for actions taken in Partner’s Account, whether or not authorized by the Publisher. ironSource shall not be liable for any loss or damage, whether to you or any third party, arising from any unauthorized use of the Partner Account or any other breach of security pertaining to the Partner Account, including with respect to any Partner details update made through the Partner Account. Partner agrees to use industry-standard security practices to protect its Partner Account credentials and notify ironSource immediately of any unauthorized use of the Partner Account or any other breach of security.
2.3 IronSource may, at its sole discretion, at any time and without notice: (a) determine the scope of the Service, including, the Advertisements that are available to the Partner; and (b) modify, replace or make any other changes to, or discontinue or suspend, the Service (or any part thereof) or the Partner Account. As between the parties, ironSource does not have any obligation to monitor any materials or content which are available as part of the Services. ironSource may make changes to these Terms and Conditions, including without limitation the Data Protection Addendum and the California Consumer Privacy Act Addendum, on an on- going basis at any time at ironSource’s sole discretion.
2.4 Partner shall display the Advertisements on Partner’s App according to the terms of this Agreement, including any placement requirements and technical specifications provided by ironSource, to enable proper display of such Advertisements. Partner shall not add, modify, alter, delete content, text or appearance of the Advertisement without the prior written approval of ironSource.
2.5 As part of the Service, Partner may be entitled to use the Mediation Platform. Partner acknowledges that ironSource does not monitor security, privacy practices, and/or content delivered by Third Party Ad Suppliers. Partner shall maintain a direct operational and legal relationship with the Third Party Ad Suppliers and ironSource shall have no responsibility and/or liability whatsoever with respect to any relationship between Partner and such Third Party Ad Suppliers, including without limitation, any communication, security incidents, data processing and/or any aspect of the Partner Advertisement Campaigns. Specifically, Partner acknowledges that ironSource shall have no liability and/or responsibility for the communication of End-User’s privacy and/or choice signals to and/or from the Third Party Ad Suppliers and/or compliance of the Partner Advertisement Campaigns and/or the Third Party Ad Suppliers with any Applicable Rules. It is Partner’s sole responsibility to ensure each Third Party Ad Supplier’s compliance with Applicable Rules and End-User’s rights and choices. For the purpose of this section “Partner Advertisement Campaigns” means advertising campaigns for which the Partner is engaged with a third party, even if served by ironSource as part of the Services. ironSource reserves the right, at its sole discretion, to end the Mediation Services or to change the fees charged for the use of the Mediation Platform or any feature included therein, all on a non-retroactive basis by providing prior written notice to Partner.
2.6 As part of the Services, ironSource may offer a programmatic exchange and certain auction based monetization management features, as well as programmatic support for its advertisers, in order to provide optimization across Third Party Ad Suppliers and programmatic buyers (the “Programmatic Platform”). Partner acknowledges that ironSource reserves the right to determine the mechanics of the auction and Programmatic Platform and provides no warranties with respect to the availability or operations of such platform.
- License; Proprietary Rights.
3.1 As between the Parties: (i) ironSource and its licensors (if any) retain all rights, title and interest, including Intellectual Property rights, in and to, any and all components of the Service, including without limitations its platforms, SDK(s) (if integrated) and ironSource’s Confidential Information, the Advertisement (including any content placed in the Advertisement), and all modifications, enhancements, improvements, and/or derivatives to any of the foregoing. All rights in and to the foregoing not expressly granted hereunder are reserved to ironSource and its licensors (if any). Partner will not obscure, remove or alter ironSource’s copyright notice or other proprietary rights notices attached to or contained within any and all components of the Service, including without limitations its platforms, SDK(s) (if integrated) and ironSource’s Intellectual Property; and (ii) Partner and its licensors (if any) retain all rights, title, and interest, including Intellectual Property rights in and to, any and all components of Partner’s App and Partner’s Confidential Information, and all modifications, enhancements, improvements, and/or derivatives to any of the foregoing. All rights not expressly granted hereunder are hereby reserved. Partner hereby grants ironSource a non-exclusive perpetual license and all required permissions to the data and information with respect to Partner’s App and End Users’ use of the Partner’s App, for the Services. Partner acknowledges that ironSource may use anonymized and aggregated data derived from the Applications to provide the Services and other services provided by ironSource or any of its Affiliates. If Partner is an Advertiser, Partner hereby grants to ironSource an irrevocable, sublicensable, non-exclusive, worldwide and royalty-free right and license to copy, adapt, reproduce, distribute, display, publicly perform and otherwise use ad materials for the provision of the Services, including without limitation serving ads. IronSource hereby provides Partner with a limited, non-exclusive, non-sub licensable, non-transferable, royalty free worldwide right, under its Intellectual Property and the licenses provided to it by third parties, only during the Term of this Agreement, to display the Advertisement on Partner’s App and use the ironSource Platform, solely according to the terms of this Agreement. Each Party acknowledges and agrees that any and all goodwill and other proprietary rights that are created by or that result from a Party’s use of the other Party’s Marks as permitted hereunder will inure solely to the benefit of the other Party.
3.2 The Partner (or any person acting on its behalf) may not: (a) copy, modify, execute or perform publicly, make available to the public, reduce to human readable form, emulate, sell, resell, lease, rent, lend, sublicense, make any commercial use, process, adapt, translate, modify, reverse engineer, combine with any software or application (other than as expressly permitted under this Agreement), decompile, disassemble or create derivative works of any material that is ironSource’s Intellectual Property, 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; (c)suspend the operation of the SDK at any time during the Term; or(d) interfere with or disrupt the operation of the Services, the servers or networks that host and/or connect with the Service and/or make them available, or violate any requirements, procedures, policies, or regulations of such servers or networks.
3.3 We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Services (“Feedback“). You may submit Feedback through the Contact Us page on ourwebsite. You acknowledge and agree that all Feedback will be solely and exclusively our property and you hereby irrevocably assign to us all right, title, and interest that you may have in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or Intellectual Property rights therein.
3.4 Partner agrees that ironSource may: (a) feature the Partner’s App and Marks in different marketing materials and as part of promotional campaigns, including newsletters, case studies and press releases and Partner shall reasonably cooperate and assist ironSource with such marketing efforts; and (b) identify Partner as a user of the Service.
3.5 COPYRIGHT POLICY. ironSource respects the Intellectual Property rights of others and expects Partner to do the same. ironSource may terminate Partner Account and access rights of any copyright infringer. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your proprietary content has been copied on the Services in a way that constitutes copyright infringement, please follow the instructions available in the following page: https://developers.ironsrc.com/ironsource-mobile/general/dmca/
- Partner Obligations and Requirements.
4.2 Partner must indicate and flag, in accordance with the instructions set forth in the Service Documentation, through its Partner Account, any Application(s) directed to children, as defined under Applicable Laws including the U.S. Children’s Online Privacy Protection Act and its implementing regulations (collectively, “COPPA”) and any other Application(s) that the Partner believes to be subject to COPPA or to other child protection privacy laws, including the CCPA and the GDPR, in accordance with the age specifications set forth in such legislation applicable to the End User (collectively, “Child Protection Laws”). Additionally, for any Application(s) that are not indicated as directed to children through the Partner Account, including Application(s) that are directed to a general audience, the Partner must indicate and flag, through the applicable API parameter or account set-up, any specific End Users that are subject to Child Protection Laws. Partner must notify ironSource if the Children’s Advertising Review Unit (“CARU“) determines an application is directed at children and if an application has been included in a National Advertising Division (“NAD”) or CARU report. The Partner represents and warrants, and shall be exclusively responsible for ensuring, that ironSource will not receive, and it and any third party on its behalf will not make available to ironSource any data that may be regarded as “special categories of personal data” under the GDPR, including to the extent that the use by an End-User of the Partner’s Application may provide an indication about such End-User that can be considered a “special category of personal data” under the GDPR.
4.3 Partner has not and will not provide inaccurate, misleading or false information to ironSource. If information provided to ironSource subsequently becomes inaccurate, misleading or false, Partner will promptly notify ironSource of such change.
4.4 Notwithstanding anything to the contrary in this Agreement, Partner acknowledges and agrees that each instance of Forbidden Activity or a violation of Partner‘s obligations under this Agreement, may cause ironSource irreparable harm and therefore and without derogating from any other remedy available to ironSource in equity or Applicable Rules, will entitle ironSource to withhold and offset any Consideration (as defined below) due to Partner. IronSource shall determine if Forbidden Activity has occurred at ironSource’s sole discretion and in case it has been established that Forbidden Activity has occurred, ironSource will be entitled to withhold and offset any Consideration due to Partner.
4.5 You hereby acknowledge and agree to the terms of the Data Processing Addendum and CCPA Addendum attached hereto.
- Fees and Payment.
5.1 Subject to the full compliance with the terms and conditions of this Agreement and if explicitly agreed to by the parties in writing, Partner may be entitled to receive payment from Monetization Services as indicated in the Partner Account and, to the extent applicable, in accordance with the terms specified in the relevant Insertion Order (the “Consideration”). The Consideration paid hereunder, and the operations of ironSource under this Section 5, may be performed by ironSource or any Affiliate thereof. Notwithstanding anything else to the contrary set forth in the Agreement, Partner acknowledges and agrees that ironSource shall have no obligation to pay Partner any Consideration with respect to amounts generated as a result of: (i) Partner’s breach of any of the terms and conditions of the Agreement; and/or (ii) Partner’s breach of any Applicable Rule(s), and/or; (iii) conduct of Forbidden Activity, whether initiated by the Partner, an End User or any third party. ironSource may withhold and/or offset, or, in the event that Partner owes ironSource amounts pursuant to this Agreement or any other engagement (as it shall deem appropriate, at its sole discretion) any Consideration previously received by Partner in respect of any matter under subsection (i) and (ii) of this section.
5.2 ironSource may be entitled to receive payments from Partner during the Term hereof with respect to certain features included in the Services, as set forth in any Additional Terms or is otherwise communicated to the Partner from time to time (“Services Fees”). Service Fees shall include the following:
5.3 Cross Promotion Campaigns. IronSource will charge a fee up to 13% out of the user acquisition spend (as measured by the ironSource Platform) of the Partner with respect to Cross Promotional Campaigns in the Application served through ironSource Cross Promo designated feature. “Cross Promotion Campaigns” means serving an advertisement for a Partner asset on a Partner’s App, through the ironSource Platform’s designated Cross Promo tool.
5.4 Calculations of the Consideration and Service Fees, as applicable, will be based solely on ironSource’s tracking and reporting platform. Unless agreed otherwise by the Parties, (i) payment of the Consideration shall be made to Partner within sixty (60) days after the end of each calendar month, in U.S. Dollars by electronic funds transfer and (ii) payments of the Service Fees shall be made by Partner within thirty (30) days after the end of each calendar month, in U.S. Dollars by electronic funds transfer. Partner agrees that ironSource shall not be required to pay Partner until such time that the amount owed to Partner 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 Partner exceeds Two Hundred and Fifty U.S. Dollars (US$250).
5.5 If Partner wishes to dispute the calculation of the Consideration or the Service Fees, it will provide ironSource with a written notice specifying the reasons for the dispute with as much detail as possible (the “Dispute Notice”), by no later than seven (7) days of delivery of the applicable calculations to the Partner, whether provided in a Report (as defined below) or otherwise.
5.6 The Partner Account includes a dashboard where Partner will be able to view reports regarding the number of impressions, clicks, eCPM rates, estimated revenue and more, subject to ironSource’s sole discretion (the “Dashboard”). Partner acknowledges and agrees that the Dashboard is provided to Partner for convenience purposes only and ironSource is not liable for any unavailability or inaccuracy, temporary or otherwise, of the Dashboard, including without limitation and specifically with respect to Third Party Ad Suppliers. Partner acknowledges and agrees that the manner in which the Dashboard reports are generated (the “Reports”), including without limitation, the manner in which the Consideration is calculated and presented therein may be modified and/or altered by ironSource at any time without prior notice to Partner. For the avoidance of any doubt, the Reports shall be considered a part of ironSource’s Confidential Information.
5.7 Partner acknowledges and agrees that it will pay all applicable taxes, including without limitation, value-added, customs fees, import duties or other taxes and duties imposed by any governmental authority on Partner with respect to the Consideration. Furthermore, Partner agrees to refund ironSource for any Consideration that was paid to Partner and is subject to chargeback or other fees ironSource may have paid following payment to Partner.
5.8 ironSource shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable or issuable to Partner, such taxes as required to be deducted and withheld with respect to the making of any such payment under any Applicable Rule. To the extent that amounts are withheld or deducted and remitted to the applicable Tax authority, pursuant hereto, such withheld and deducted amounts shall be treated for all purposes of this Agreement as having been paid to Partner, in respect of which such deduction and withholding was made. ironSource shall provide to Partner the relevant payment recipient evidence regarding any such withholding, following its request. ironSource makes reasonable efforts to decrease the withholding tax due, e.g., by applying the tax treaty benefits. For purposes of making determinations hereunder, ironSource may request and be provided with any necessary and validly executed tax forms, including tax residency certificate of the payment recipient.
5.9 Online Payment Processors. Payments may be processed via certain online payment service providers (“Online Payment Processors“). ironSource may add or change the Online Payment Processors at its sole discretion. The Online Payment Processors enable Partner to securely send payments online using a credit card, debit card, or bank account. ironSource does not control nor is it affiliated with such Online Payment Processors. ironSource is not responsible in any way for the actions or performance (or lack thereof) of the Online Payment Processors.
Each Party (the “Receiving Party”) may use the Confidential Information disclosed to it by the other party (the “Disclosing Party”) only as necessary to exercise rights and perform obligations under the Agreement. Receiving Party shall not disclose the Confidential Information of the Disclosing Party to any third party without its prior written consent. Receiving Party will protect Disclosing Party’s Confidential Information from disclosure or misuse by utilizing at least the same degree of care as it does for Receiving Party’s own Confidential Information of like importance, but will at least use reasonable care. Each Party agrees to restrict access to the Confidential Information to those of its officers, directors and employees (including of its affiliates), independent contractors or service providers it retains (collectively “Employees”), who have a “need to know” of such Confidential Information, have been instructed as to the confidential nature of such information and are bound by written confidentiality obligations at least as restrictive as the obligations imposed on the parties hereto by this Agreement. Each Party hereto shall be liable to the other in the event that any of its Employees breach these obligations. Nothing in this Agreement shall prevent the Receiving Party from disclosing the Confidential Information of the Disclosing Party pursuant to a valid order of a court or government agency, or pursuant to applicable law or regulation, provided that the Receiving Party provides prompt prior written notice to the Disclosing Party of such obligation and the opportunity to oppose such disclosure. Upon such disclosure, the Receiving Party shall disclose only such portion of the Confidential Information that is required in order to comply with the specifications of such court or governmental order. Upon termination of the Agreement for any reason or other written demand of the Disclosing Party, the Receiving Party shall automatically and without the need for any further action to be taken by Disclosing Party, cease using the Confidential Information provided by the Disclosing Party and return the Confidential Information and all copies, notes or extracts thereof to the Disclosing Party within seven (7) days of receipt of notice.
Partner acknowledges that ironSource is a publicly traded company listed on the New York Stock Exchange and understands that certain Confidential Information of ironSource may be considered “insider information” or information of a price-sensitive nature, and that the provisions of insider trading activities arising under the applicable laws may apply to the Partner and its Employees. Consequently, the Partner agrees that neither it nor any of its Employees will, directly or indirectly, use Confidential Information in any manner that may or will result in a breach of any applicable law.
- Representations and Warranties.
7.1 Each Party hereby represents, warrants and undertakes to the other Party, that: (a) the Agreement constitutes a valid and legally binding obligation of it, enforceable against it in accordance with its terms; (b) it has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Agreement; and (c) it shall not bind the other Party to any agreement or obligation or give any representation, warranty or guarantee in respect of the other Party, except for those that are specifically authorized by the other Party hereunder and/or in advance and in writing.
7.2 IronSource hereby represents, warrants and undertakes that during the Term hereof, it will use commercially reasonable efforts to provide the Services and perform its obligations hereunder. IronSource shall make reasonable commercial efforts, that the Advertisements provided to Partner shall not include pornography, child abuse, and/or any extremely graphic violent or hate-oriented content.
7.3 Partner hereby represents, warrants and undertakes that: (i) it is solely responsible for the Partner’s App; (ii) the execution of the Agreement and the performance by Partner of its obligations under the Agreement do not and will not violate any other obligation or agreement, by which it is bound or to which it is subject; (iii) it and the Partner’s App shall comply with this Agreement and all Applicable Rules; (iv) it is compliant with the Digital Advertising Alliance’s (DAA) Self-Regulatory Principles for Online Behavioral Advertising (for US ad inventory), the IAB Europe EU Framework for Online Behavioral Advertising (for EU ad inventory) to the extent applicable; (v) it will not act in any manner that may have any adverse impact on the goodwill and/or reputation of ironSource; (vi) it will only use the Services for the purposes and in the manner expressly permitted under the Agreement; (vii) neither it nor any other third party on its behalf, will engage in a Forbidden Activity; and (viii) the information provided by Partner to ironSource before or after the Effective Date shall be correct and accurate.
- Disclaimer of Warranties.
THE SERVICE IS PROVIDED ON AN “AS-IS” BASIS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULLEST EXTENT ALLOWABLE BY APPLICABLE RULES, IRONSOURCE MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR THOSE ARISING IN THE COURSE OF OR CONNECTED TO THE PERFORMANCE HEREUNDER, AND DISCLAIM ANY SUCH WARRANTIES. IN ADDITION, IRONSOURCE DOES NOT REPRESENT OR WARRANT THAT: (I) THE SERVICES OR ANY PART THEREIN WILL BE UNINTERRUPTED, ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED; OR (II) FREE OF VIRUSES, WORMS, OR ANY OTHER HARMFUL COMPONENTS OR PROGRAM LIMITATIONS OR NON-INFRINGEMENT (III) PARTNER WILL PROFIT OR DERIVE ANY ECONOMIC BENEFIT FROM PARTNER’S USE OF THE SERVICES. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THEREFORE, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY.
The ironSource Platform and Services may contain open-source software (the “Open Source Software”) provided under separate license terms (the “Open Source License Terms”). The applicable Open Source License Terms (including, without limitation, any copyrights held by copyright holders indicated in the corresponding source files) are available at https://developers.ironsrc.com/ironsource-mobile/general/open-source-tc/.
Partner’s use of the Open Source Software in conjunction with the Services is permitted under the terms of this Agreement. However, Partner may have additional rights under certain Open Source License Terms and the terms of this Agreement are not intended to impose further limitations on Partner’s use of the Open Source Software. It is hereby acknowledged and agreed by Partner that the Open Source Software is provided “AS-IS”, WITHOUT ANY WARRANTY OF ANY KIND, AND IRONSOURCE FURTHER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE OPEN SOURCE SOFTWARE, INCLUDING WITHOUT LIMITATION NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER IRONSOURCE NOR THE LICENSORS AND/OR COPYRIGHT HOLDERS OF THE OPEN SOURCE SOFTWARE SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, HOWEVER CAUSED, WHETHER IN STRICT LIABILITY, CONTRACT OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE, DISTRIBUTION, OR ANY OTHER ACT IN CONNECTION WITH THE OPEN SOURCE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The provisions of this Disclaimer of Warranty section shall apply to any new “beta” features or tools ironSource may offer from time to time with which its Partners 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 ironSource’s sole discretion.
- Limitation of Liability.
IN NO EVENT WILL EITHER PARTY, ITS OFFICERS, AFFILIATES, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY, FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION TO DAMAGES FOR ANY LOST PROFITS OR REVENUES, LOSS OF GOODWILL, SERVICE INTERRUPTION, LOSS OF CUSTOMERS, LOSS OF ANY EQUIPMENT OR SOFTWARE, SYSTEMS, COMPUTER DAMAGE OR SYSTEM FAILURE, LOSS OF DATA OR INFORMATION, SERVICE INTERRUPTION, INTEREST CHARGES OR COST OF CAPITAL, COST OF PROCUREMENT OF SUBSTITUTE EQUIPMENT, SOFTWARE, SYSTEMS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR WITH RESPECT TO IRONSOURCE, PARTNER’S ABILITY OR INABILITY TO USE THE IRONSOURCE PLATFORM UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION, TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT SUCH PARTY SHOULD HAVE REASONABLY FORESEEN OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. EXCLUDING (A) DAMAGES AS A RESULT OF A BREACH BY IRONSOURCE OF SECTION 6 (CONFIDENTIALITY) OF THIS AGREEMENT, (B) IRONSOURCE’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 BELOW, AND (C) CASES OF FRAUD OR WILLFUL MISCONDUCT, IN NO EVENT WILL IRONSOURCE’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EXCEED THE AMOUNTS PAID BY IRONSOURCE UNDER THE AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM IS MADE. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR WITH RESPECT TO IRONSOURCE SHALL COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OCCURS, OR THE CAUSE OF ACTION IS PERMANENTLY BARRED. GIVEN SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Partner will defend, hold harmless, and indemnify ironSource and/or its subsidiaries, affiliates, licensors, successors and permitted assigns, and their respective directors, officers, employees, and agents (collectively, the “Indemnified Group”) from and against any and all claims, suits, actions, demands, proceedings, costs, expenses, losses, damages and/or liabilities of any kind (including but not limited to reasonable attorney’s fees) asserted or filed, brought, commenced or prosecuted (collectively, “Demands”) by any third party against the Indemnified Group arising out of or relating to a breach or alleged breach of any warranty, representation or obligation made by the Partner under this Agreement and an End User’s use of the Partner App. The Indemnified Group will: (i) promptly notify the Partner of any Demand; (ii) provide the Partner, at the cost of the Indemnified Group, reasonable information and assistance in defending the Demand; and (iii) give the Partner control over the defense and settlement of the Demand; provided, however, that any settlement will be subject to the Indemnified Group’s prior written approval (which approval shall not be unreasonably withheld or delayed). The Indemnified Group may join in the defense of any Demand at its own expense.
ironSource will defend, hold harmless, and indemnify the Partner and its Indemnified Group from and against any and all Demands by any third party against the Indemnified Group arising out of an infringement of the ironSource Platform of third party Intellectual Property rights, excluding ads made available in the Partner App. The Indemnified Group will: (i) promptly notify ironSource of any Demand; (ii) provide the ironSource, at the cost of the Indemnified Group, reasonable information and assistance in defending the Demand; and (iii) give ironSource control over the defense and settlement of the Demand; provided, however, that any settlement will be subject to the Indemnified Group’s prior written approval (which approval shall not be unreasonably withheld or delayed). The Indemnified Group may join in the defense of any Demand at its own expense.
- Term and Termination.
11.1 This Agreement will commence on the Effective Date and will continue in perpetuity unless it is terminated as set forth herein (the “Term”).
11.2 This Agreement may be terminated in accordance with any of the following provisions:
11.3 Unless otherwise stated in the IO (including, under a ‘Minimum Term’ provision) or otherwise agreed by the parties, either Party may terminate this Agreement, or any Services related thereto, upon five (5) days’ prior written notice, for any reason and without liability.
11.4 Each Party may terminate this Agreement immediately, if the other Party: (i) breaches any of its obligations, representations and/or warranties herein contained and does not cure such breach within ten (10) days of receiving written notice thereof, or (ii) becomes insolvent or makes any assignment (whether voluntary or involuntary) for the benefit of creditors or, or has any petition under bankruptcy, insolvency or administration law filed against it, which petition is not dismissed within thirty (30) days of such filing, or has a trustee, administrator or receiver appointed for a material portion of its business or assets. If a Party becomes subject to any of the foregoing events it will immediately provide the other Party with written notification thereof.
11.5 ironSource may immediately, block Partner’s access to the Partner Account, temporarily or permanently, suspend the Partner Account or terminate this Agreement, withhold any payment due hereunder to the extent determined by ironSource in addition to any other remedies that may be available to ironSource under this Agreement and/or any Applicable Rules, if Partner engages in any acts prohibited by this Agreement.
11.6 Upon the termination of this Agreement, for any reason: (i) all rights and licenses granted herein shall terminate immediately and without the need for any further action to be taken by either Party; (ii) Partner’s right to use the Service and/or any part thereof, will terminate and, if integrated with Partner’s App, the Partner must promptly remove and delete the SDK from the Partner App and systems and destroy all copies of the SDK; (iii) the Partner’s access to the Partner Account will be blocked; (iv) each Party shall promptly return to the other Party, or destroy and certify the destruction of, all of the other Party’s Confidential Information.
11.7 IronSource will not be liable to Partner or any person for the termination of this Agreement or termination of Partner’s access to the Partner Account. Furthermore, ironSource will have no obligation to maintain any information stored in its data centers related to the Partner Account or to forward any information to Partner or any person following the termination of this Agreement. Following the termination of this Agreement or suspension of the Partner Account, any information which is related to the Partner Account may no longer be accessed by Partner.
11.8 The following sections will survive the termination of this Agreement: Sections 1, 5, 6, 8-10, this Section 11.6, and Section 12.
12.1 The parties hereto are and shall remain independent contractors, and nothing contained herein shall be deemed to create any agency, partnership or joint-venture relationship between the parties. Neither Party shall be deemed to be an employee or legal representative of the other, nor shall either Party have any right or authority to create any obligation on behalf of the other Party.
12.2 This Agreement constitutes the entire understanding between the parties with respect to the matters referred to herein and supersedes and cancels all prior agreements to the subject hereof, if any, between the parties. The headings of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.
12.3 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances.
12.4 Failure to enforce any rights or to take any action against either Party in the event of any breach hereunder shall not be deemed as a waiver of such rights or of subsequent actions in the event of future breaches.
12.5 Neither Party shall be entitled to assign or transfer this Agreement or any of its rights or delegate any of its obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, ironSource may assign any of its rights and obligations under this Agreement, without receiving Partner’s consent: (a) if such assignment is made to any of its affiliates or subsidiaries, provided that ironSource will notify Partner of such assignment; or (b) in connection with any merger, consolidation, change of control or sale of all or a material portion of its assets. Any unauthorized assignment or transfer shall be null and void.
12.6 This Agreement shall be binding on and inure to the benefit of each of the parties and their respective successors and assignees. This Agreement is not made for the benefit of any third Party who is not a Party hereto, and only the parties hereto or their respective successors and permitted assigns will acquire or have any benefit, right, remedy or claim under or by reason of this Agreement.
12.7 This Agreement will be governed by, construed and enforced in accordance with the laws of the State of Israel, without regard to its conflicts of law principles or provisions. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Any disputes arising out of or in connection with this Agreement shall be exclusively settled by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”) by one arbitrator appointed in accordance with the ICC Rules (the “Arbitrator”). The arbitration shall take place in Israel and shall be conducted in the English Language. The arbitration proceedings shall be conducted on an expedited basis and shall result in an award within no more than 60 days. The arbitration shall be conducted on a confidential basis. The award of the Arbitrator shall be final and binding on the parties. Nothing contained herein shall prevent either Party from applying to any court of law in order to obtain temporary injunctions and equitable relief, or any equivalent temporary remedy, against the other Party, in order to restrain the breach of any restrictive covenants pursuant to this Agreement. The arbitration award shall be enforceable in any court of competent jurisdiction. Any motion to enforce or vacate an arbitration award under this agreement shall be kept confidential to the maximum extent possible.
12.8 Neither Party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder as a result of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, internet outages, acts of God, war, governmental action, or any other cause that is beyond the reasonable control of such Party.
12.9 All notices required or permitted under this Agreement shall be in English and in writing. Notices shall be delivered as follows: (a) to ironSource – by e-mail, registered or certified mail (postage prepaid) or by overnight courier service, at the address set forth in the Insertion Order or the Partner Account, and (b) to Partner by email to the address associated with the Partner Account or through a notification in the Partner Account of the Dashboard. A notice shall be deemed given (i) upon receipt when delivered personally, (ii) upon verification of receipt via email or a notification in the Partner Account, (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, Partner agrees that ironSource may rely upon the email address Partner provided as part of the Partner Account and that ironSource will not be responsible for delays in the delivery of emails which delays are not associated with Partner’s mail server.
We reserve the right to modify, discontinue or terminate the IronSource 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 website at: https://platform.ironsrc.com/partners/terms-and-conditions, and in addition, should the update be material, provide you with notice pertaining to such update which may be provided through the Partner Account. Please note that it is your responsibility to review the Agreement from time-to-time and 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 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 Platform. Disputes arising under or relating to these Terms and Conditions will be resolved in accordance with the version of these Terms and Conditions that was in effect at the time the dispute arose.
Partner Data Protection Addendum and Partner California Consumer Privacy Act Addendum available here.
If you are using Tapjoy’s Monetization Services, Tapjoy’s Data Protection Addendum (available at https://www.tapjoy.com/legal/general/data-protection-addendum/) shall apply.