MoPub SDK License Agreement
This MoPub SDK License Agreement (“Agreement”) between you and the company or entity that you represent (“You” or “Your”) and Twitter Inc., successor in interest to MoPub, Inc., and its affiliates, including Twitter International Company (together, “MoPub”) governs Your access and use, in whole or in part, of the MoPub software development kit, including the Android, iOS, and Unity versions of the software development kit, and any related documentation, including the documentation located at /resources/docs/, as may be updated by MoPub from time to time (“Documentation”), code (including sample code), tools, and API(s), including any upgrades, modified versions, updates, additions, and copies of the foregoing licensed to You by MoPub (“collectively, SDK”). By downloading, accessing or using the SDK, You hereby agree to the terms of this Agreement. If You are using the SDK on behalf of an entity, You represent and warrant that You have full legal authority to bind that entity to this Agreement, and by accepting the Agreement or downloading, accessing or using the SDK, You are doing so on behalf of that entity, and all references to You or Your in the Agreement refer to that entity. If You do not agree to all of the terms of this Agreement, do not download, access, or use the SDK, or access or use any MoPub Services (as defined below).
Subject to Your compliance with this Agreement, MoPub hereby grants You a limited, worldwide, personal, non-sublicensable, non-transferable, royalty-free, fully revocable, non-exclusive license to use the SDK solely for the purpose of using the MoPub Marketplace service and the MoPub ad serving program (collectively, “Services”) solely in the manner permitted by these terms and subject to the MoPub Policies located at www.mopub.com/legal/.
Except as expressly permitted by MoPub, You shall not directly or indirectly (or assist or allow a third party to) (i) distribute, sell, sublicense, rent, loan, lease, or transfer the SDK to any third party, (ii) use the SDK to create or facilitate the creation of any product or service that is competitive with the Service or MoPub, including connecting to any other supply side platform or to any third party ad server using the SDK, or (iii) combine the SDK with other software such that You restrict, impede, circumvent, compromise, impact the functionality of or charge for access to the SDK. Further, if MoPub makes available and You use the SDK in compiled form, You shall not copy (except for backup purposes), decompile, disassemble, translate, reverse engineer, modify, adapt, or create derivative works of the SDK (including the runtime components and any other portions thereof).
If You are an advertising network using the MoPub SDK to mediate Your network traffic, You acknowledge and agree that by accessing or using the SDK and any Services, You agree to and shall comply with the applicable MoPub policies (currently located at https://www.mopub.com/legal/), including the MoPub Policies for Advertising Demand Partners (located at https://www.mopub.com/legal/demand-side-policy/), as updated by MoPub from time to time, and all applicable laws, rules and regulations. You further agree that if you are a supported advertising mediation partner (“Supported Advertising Mediation Partners”) that is authorized by MoPub to rely upon the MoPub SDK consent solution, You will update your mediation adapter, software development kit, and any other necessary code or APIs to support the MoPub SDK’s consent solution, in accordance with the MoPub documentation, so that You can honor EU End User’s consent choice. You agree that you will not process personal data from EU End Users (or other end users for whom a publisher has decided to obtain consent) without consent or otherwise process personal data from such end users for purposes beyond that authorized by the consent, unless you have other legal grounds for Your personal data processing. MoPub does not rely upon legitimate interests as a basis for processing personal data for personalized advertising purposes; however, publisher and Supported Advertising Mediation Partners may mutually decide, through a separate written agreement, to rely upon legitimate interests as a legal basis for the processing of personal data for personalized advertising purposes. If You, as a Supported Advertising Mediation Partner, choose to rely upon legitimate interests as a legal basis for the processing of personal data for personalized advertising purposes, You (i) must have a separate written agreement with the publisher expressly permitting You to do so, (ii) shall provide visible notice to users regarding Your reliance on legitimate interests for personalized advertising purposes, and (iii) shall not rely on legitimate interests when a user has affirmatively provided, denied, or withdrawn consent for the processing of their personal data for personalized advertising purposes.
As between the parties, title, ownership, and all intellectual property rights in and to the SDK, and any copies or portions thereof, shall remain with MoPub and its suppliers or licensors. You may not assign or transfer Your rights or obligations granted under this Agreement to any third party without the prior written consent of MoPub. MoPub may collect and use comments, feedback, suggestions, and other information provided by You, if any, related to the SDK, and MoPub may use this information to improve, develop, and otherwise provide applications, services and technologies without any obligation to You. MoPub may modify or discontinue offering the SDK at any time. The SDK is protected by the copyright laws of the United States and international copyright treaties. Nothing in this Agreement gives You a right to use any of MoPub and its affiliates’ trade names, trademarks, service marks, logos, or other distinctive brand features and other intellectual property. MoPub reserves all rights in the SDK not expressly licensed above.
Third Party Software and Services
Updates and Support.
If MoPub makes available any upgrades, patches, enhancements, or fixes for the SDK (“Updates”), such Updates will become part of the SDK and subject to this Agreement. MoPub shall have no obligation to provide any Updates or any other support to You for the SDK. MoPub may make such support services available to You under a separate agreement and/or for a fee. MoPub may permanently or temporarily stop providing the SDK, features within the SDK, or support for the SDK at MoPub’s sole discretion, without prior notice.
Warranty and Disclaimer; Indemnity.
MOPUB PROVIDES THE SDK “AS IS” AND WITHOUT WARRANTY OF ANY KIND, AND MOPUB HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AVAILABILITY, COMPATIBILITY, AND NON-INFRINGEMENT. YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA, LOST PROFITS OR REVENUE THAT DIRECTLY OR INDIRECTLY RESULTS FROM SUCH USE. You agree to indemnify, defend and hold harmless MoPub, its licensors, independent contractors and suppliers, and its and their agents, directors, officers, and employees from and against any and all third party claims, demands, damages, losses, liabilities, costs, and expenses (including attorney’s fees) arising out of, related to or which may arise from Your use of the SDK or your breach of this Agreement.
Limitation of Liability.
UNDER NO CIRCUMSTANCES (AND UNDER NO LEGAL THEORY, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL MOPUB, ITS AFFILIATES, LICENSORS OR SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF FORESEEABLE, INCLUDING COST OF SUBSTITUTE TECHNOLOGY, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION. NOTHING IN THIS AGREEMENT WILL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY IN RESPECT OF: (A) DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF THAT PARTY; (B) FRAUD (INCLUDING FRAUDULENT MISREPRESENTATION); OR (C) ANY LIABILITY WHICH MAY NOT OTHERWISE BE LAWFULLY EXCLUDED OR LIMITED.
You may terminate this Agreement and the license granted herein at any time by ceasing Your use of the SDK and destroying or removing from all hard drives, networks, and other storage media all copies of the SDK. MoPub may terminate this Agreement and the license granted herein and immediately disable Your use of and access to MoPub Services if You breach any provision of this Agreement. Sections 2 through 10 shall survive termination of this Agreement.
You shall not distribute or export the SDK outside the United States in a manner that is prohibited by applicable export laws, restrictions, and regulations. You represent and warrant that You (i) are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services; (ii) are not identified as a “Specially Designated National;” by the Office of Foreign Assets Control; (iii) are not placed on the U.S. Commerce Department’s Denied Persons List; and (iv) will not access or use any Program if any applicable laws in Your country prohibit You from doing so in accordance with this Agreement.
MoPub may modify the terms of this Agreement or any additional terms that apply to the SDK and the Services at any time and it is Your responsibility to look at the Agreement regularly for updates. You shall not assign or transfer any part of this Agreement to any third party. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. If any provision of this Agreement is to be held unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. If there is conflicting language between this Agreement and any other agreement governing Your use of the SDK, the terms of this Agreement will control. As used herein, the terms “include” and “including” mean “including without limitation.” 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 San Francisco, California will have exclusive jurisdiction and venue under this Agreement, and the parties hereby agree to submit to such jurisdiction exclusively.
Effective: January 22, 2019