Terms of Service – Ad Serving
MoPub Ad Serving Terms and Conditions
These MoPub Ad Serving Terms and Conditions (“Agreement”) between You and MoPub Inc. (“MoPub”) constitute the terms and conditions for your use of the MoPub Ad Serving program (the “Program”). “You” or “Your” means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency, network or other third party that You have granted access to Your account, all of whom will be bound by this Agreement.
- Description of Program. The Ad Serving Program allows You to serve Your or third party advertisements that You make available to MoPub (Your “Ads”) for display on the applications and sites that You designate (“Program Sites”), based upon the criteria selected by You or Your advertisers via the MoPub online user interface provided by MoPub for accessing the Program (“Program Interface”).
- Fees. There are free (with limited functionality) and premier (with full functionality) versions of the Program.
(a) Premier Version. If You are accepted as a Premier member of the Program, you are subject to additional fees. You can find current pricing by logging into your account via the Program Interface (the “Ad Serving Fees”). MoPub will invoice You monthly and You agree to pay all amounts within 30 days of the invoice date. Any amounts due that are not received by the date due will be subject to a late fee of 1.5% per month, or the maximum charge permitted by law, whichever is less. You shall pay the amounts due without deducting any taxes. You are responsible for paying any and all withholding, sales, value added or other taxes, duties or charges applicable, other than taxes based on MoPub’s income.
(b) Free Version. MoPub reserves the right to charge fees for the free version of the Program and related training. If MoPub elects to charge fees for the free version of the Program, MoPub will give you 90 day advance notice, during which period You will have the right to terminate your participation in Program.
- Implementation of Program. You will implement the Program in a manner that complies with the technical and implementation requirements provided by MoPub from time to time, which may include integration or distribution of software, implementation of APIs or SDKs, complying with protocols and any other instructions contained in the MoPub documentation (the “Protocol”).
- Your Obligations.
(a) Ads and Content. You are solely responsible for all of Your Ads and related urls, content and subject matter, editorial, text, graphic, audiovisual, and other content and any other information You make available for the Program, whether generated by or for You (Your “Content”).
(b) Your Account. You will protect any Program accounts, usernames or passwords and take full responsibility for Your own, and third party, use of the same.
(e) Prohibited Actions. You will not, and will not allow any third party to: (a) directly or indirectly access, launch or activate the Program through or from, or otherwise incorporate the Program in, any software application, website or other means other than Your designated sites; (b) transfer, sell, lease, syndicate, sublicense or lend the Program; (c) directly or indirectly generate queries, or impressions of or clicks on ads, through any automated, deceptive, fraudulent or other invalid means (including, but not limited to, click spam, robots, macro programs, and Internet agents); (d) encourage or require end users or any other persons, either with or without their knowledge, to click on ads, including without limitation Ads, through offering incentives or any other methods that are manipulative, deceptive, malicious or fraudulent; (e) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Program, MoPub’s then current Protocol, or any other MoPub technology, content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials, and documentation; (f) remove, deface, obscure, or alter MoPub’s proprietary rights notices affixed to or provided as a part of the Program, the MoPub Protocol, or any other MoPub technology, software, materials and documentation; (g) create or attempt to create a substitute or similar service or product through use of or access to any of the Program or proprietary information related thereto; (h) use any feature or functionality of the Program, or include anything in Your Content or Ads, that could be used to personally identify or personally track individual end users or any other persons; or (i) engage in any action or practice that reflects poorly on MoPub or otherwise disparages or devalues MoPub’s reputation or goodwill. MoPub may terminate the Program, immediately upon written notice if You breach this Section.
(f) No Endorsement. You acknowledge and agree that MoPub is not affiliated with or responsible for any third-party products/services You may choose to manage with the Program. MoPub reserves the right, but will have no responsibility, to edit, modify, refuse to post or remove any Disclaimed Content, in whole or in part, that in MoPub, in its sole and absolute discretion, deems is objectionable, erroneous, illegal, fraudulent or otherwise in violation of this Agreement.
(g) Compliance. MoPub may investigate any activity that may violate this Agreement. If You violate this Agreement or any Policies, MoPub may in its sole discretion, without notice, terminate this Agreement, or suspend or terminate the participation of Your Program Site in all or part of the Program. For any other violations, MoPub will give you 14 days notice period to cure such violations, and if such violation is not cured within 14 days of MoPub sending such notice to You, MoPub may terminate this Agreement, or suspend or terminate the participation of Your Program Site in all or part of the Program. In addition, MoPub may terminate this Agreement, or suspend or terminate the participation of Your Program Site in all or part of the Program, with or without cause, upon 90 day’s prior notice. MoPub may refuse to process a request for Your Ads (“ Requests”) that are not sent in compliance with the requirements of this Agreement.
(h) Advertisers. You are solely responsible for all matters related to Your third party advertisers who provide advertisements to You in connection with the Program (Your “Advertisers”), including without limitation the solicitation and trafficking of Your Ads, billing and payment of Your Advertisers, providing all technical support services to Your Advertisers, and handling all other inquiries and disputes of any type or nature.
(a) Subject to the terms and conditions of this Agreement, You shall have the right during the Term to access and use the Program via the Program Interface solely for purposes of: (a) performing projections of advertising impression inventories that might be available through the MoPub Platform, (b) uploading and storing Ads for delivery through the MoPub Platform, (c) selecting targeting and delivery criteria for the delivery of Ads, and (d) receiving reports of Ads Requests, impressions and other data related to the delivery of Ads through the MoPub Platform.
(b) During the Term, You grant MoPub a license under all of Your applicable rights to host, serve, route and place Your Ads via the Program.
(c) MoPub Attribution. You agree that MoPub may include MoPub Brand Features or other attribution on Your Ads transmitted by MoPub in response to a Program Request.
- Term. This Agreement will be effective as of the date MoPub activates Your Program account and will continue unless earlier terminated as provided in this Agreement. You may terminate this Agreement, with or without cause, at any time by sending written notice of Your desire to cancel Your participation in the Program to firstname.lastname@example.org (the “Term”). This Agreement will be deemed terminated ten business days after MoPub’s receipt of Your notice. If MoPub chooses to terminate the Program, MoPub will provide You with 30 day’s prior notice thereof.
- Data Use.
(a) Data. In connection with the operation of the Program, MoPub collects and receives data that MoPub collects during delivery of Ads or performance of our obligations under this Agreement (“Data”). You agree that MoPub may: (a) use such information for MoPub’s internal business purposes; (b) disclose such information as may be required by law or legal process; and (c) use and disclose such information when it is aggregated with similar information relating to other MoPub customers or end users, and when it does not specifically identify the Customer or end user. You may use Data that You receive for Your internal business purposes so long as such use is in compliance with all applicable privacy policies, laws, rules, regulations and industry self-regulatory regimes relating to the collection, use and disclosure of Data, and that You obtain any consents, authorizations and clearances from end users that may be required in connection therewith.
- Confidentiality; Publicity. You agree not to disclose MoPub Confidential Information without MoPub’s prior written consent. “MoPub Confidential Information” includes without limitation: (a) all MoPub software, technology, programming, specifications, materials, guidelines and documentation relating to the Program, including the existence and content of this Agreement and any information provided pursuant to the Agreement; (b) any statistics relating to the performance of the Program; and (c) any other information designated in writing by MoPub as “Confidential” or an equivalent designation. MoPub Confidential Information does not include information that has become publicly known through no breach by You or MoPub, or information that has been (i) independently developed without access to MoPub Confidential Information as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority. You will not use MoPub’s Brand Features in any news release, public announcement, advertisement, or other form of publicity in relation to this Agreement without securing the prior written consent of MoPub.
- Disclaimer. You acknowledge that the Program is still experimental in nature. MoPub does not represent or warrant that the Program is reliable, accurate, complete, or otherwise free from defects. Accordingly, the Program is made available for use “as is”, and any use thereof will be undertaken solely at Your own risk. MoPub reserves the right, in its sole discretion, to include or cease providing the Program at any time (subject to notice as may be required herein), and MoPub does not give or enter into any conditions, warranties or other terms with regard to the Program. In particular, no condition, warranty or other term is given or entered into to the effect that the Program will be of satisfactory quality, noninfringement or that the Program will be fit for any particular purpose. For the avoidance of doubt, MoPub does not guarantee the Program will be operable at all times or during any down time (i) caused by outages to any public Internet backbones, networks or servers, (ii) caused by any failures of Your equipment, systems or local access services, (iii) for previously scheduled maintenance or (iv) relating to events beyond MoPub’s (or its wholly owned subsidiaries’) control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where MoPub (or its wholly owned subsidiaries) or Your servers are located or co-located.
- Limitation of Liability. MOPUB AND ITS WHOLLY OWNED SUBSIDIARIES WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE PROGRAM), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF MOPUB AND/OR ITS SUBSIDIARIES AND AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU. In any event, MoPub’s (and its wholly owned subsidiaries’) total cumulative liability to You or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement will not exceed U.S. $500.
- Representations and Warranties. You represent and warrant that: (a) You have and will maintain throughout the Program Term all rights, authorizations and licenses (including without limitation any copyright, trademark, patent, publicity or other rights) that are required with respect to Your Ads or Content to permit MoPub to perform the Services contemplated under this Agreement (including without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of Your Ads or Content); (b) You will not advertise anything illegal or engage in any illegal or fraudulent business practice; (c) all of the information provided by You to MoPub to enroll in the Program is correct and current at all times; (d) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (e) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Your performance of any acts hereunder; (f) You comply with and have any and all consents, authorizations and clearances from end users of the Program Sites to allow MoPub to collect and use the Data in accordance with Section 7(a), and as may be required for MoPub to provide services hereunder; and (g) You will at all times comply with MoPub Policies.
- Indemnify. You agree to indemnify, defend and hold MoPub, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively “Indemnified Persons”) harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Program, the Program Sites, and/or Your breach of any term of this Agreement.
- Miscellaneous. All claims arising out of or relating to this Agreement will be litigated exclusively in the federal or state courts of San Francisco County, California, USA and MoPub and You consent to personal jurisdiction in those courts. The Agreement constitutes the entire agreement between the parties with respect to the Program. Any notices to MoPub must be sent to: MoPub Inc. with a copy to Legal Department, via first class or air mail or overnight courier, and are deemed given upon receipt. Notice to You may be effected by sending email to the email address specified in Your account, or by posting a message to Your account interface, and is deemed received when sent (for email) or no more than 15 days after having been posted (for messages in Your Program Interface). MoPub’s waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties’ intention, and remaining provisions of the Agreement will remain in full effect. You may not assign any of Your rights hereunder and any such attempt is void. MoPub and You are not legal partners or agents, but are independent contractors. Sections 2, 4, 7, 8, 9, 10, 11, 12 and 13 will survive any expiration or termination of this Agreement.
Updated: October 4, 2011