By continuing to access and/or use the mobileCore Platform following any update to this mobileCore SDK License Agreement, you are indicating that you have read and agree to its updated terms and conditions.
Important information - please read carefully:
Certain elements of the mobileCore Platform or other services or programs offered by us may have different terms and conditions that may apply to them or may require you to agree with and accept additional terms and conditions (“Additional Terms”) in order to use or access them. If there is a conflict between the terms of this Agreement and any Additional Terms, the Additional Terms will prevail.
YOU ACCEPT THIS AGREEMENT BY CLICKING “SIGN UP” (OR ANY SIMILAR LANGUAGE) OR BY SIGNING UP WITH YOUR GOOGLE ACCOUNT, AND BY ACCESSING OR USING THE MOBILECORE PLATFORM OR YOUR DEVELOPER ACCOUNT, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT AND AGREE THAT WE WILL TREAT YOU AS A DEVELOPER ON THE MOBILECORE PLATFORM FROM THAT POINT ONWARDS. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE MOBILECORE PLATFORM.
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 “Developer” 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 not accept this Agreement and may not access and/or use the mobileCore Platform. In addition, you consent to the use of electronic means and/or records to preserve your acceptance of this Agreement and storing information related to this Agreement and your use of the mobileCore Platform. You also agree that we may provide you with notices in accordance with this Agreement. We recommend that you save a copy of this agreement for your records.
You may not access the mobileCore Platform if (a) you are our direct competitor, except with our prior written consent, or (b) you accept this Agreement for purposes of analyzing and testing their availability, performance or functionality, or for any other competitive purposes.
” means third party merchants, retailers, service providers, content providers, affiliates, agents and/or advertisers that make Offers available as part of the SDK.
1.2. “Applicable Rules
” means all applicable laws, rule, regulations, contractual and fiduciary obligations, including without limitation, any terms, policies, guidelines and agreements which may regulate and/or apply to Developer’s use of the mobileCore Platform or any part thereof, including those of applications marketplaces (such as Google Play and Apple App Store), social media applications or other platforms.
1.3. “Developer Account
” means a personal account that is created for Developer on as part of the mobileCore Platform and includes a list of the Developer information, Developer Apps and their performance, analytics, rate and any other information or features that we may add, at its sole discretion.
1.4. “Developer Apps
” means the Developer’s proprietary mobile apps including, any software code, technology, content and other materials included therein, excluding the mobileCore Platform.
1.5. “Intellectual Property Rights
” 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.
1.6. “mobileCore Platform
” means our proprietary distribution platform entitled and any services and/or features that are made available to Developer therein, including the Developer Account, the SDK and any related updates, upgrades supplements, support services or any other material, data and content made available by us therein.
1.7. “mobileCore Platform Policies
1.8. “mobileCore Users’ Data
” means the information and data accessed, collected, produced, deducted and/or inferred by us, which is available to Developer through the mobileCore Platform, including statistics of Users’ engagement with Offers, Developer Apps usage patterns and Developer Apps
1.8. “mobileCore Users’ Data
” means the information and data accessed, collected, produced, deducted and/or inferred by us, which is available to Developer through the mobileCore Platform, including statistics of Users’ engagement with Offers, Developer Apps usage patterns and Developer Apps performance, and any other information or data we may access, collect, use and/or share for internal purposes or otherwise, which may include improvement of the quality of the mobileCore Platform or adding new features and functionality.
” mean all trademarks, service marks, trade names, trade dress and associated logos, in each case, whether or not registered.
” means Advertisers’ mobile apps, products, content, services and/or any other commercial materials linked or offered to Users through the SDK via the Developer App(s) and/or any data related thereto, including price, product, services and data, promotional text and images.
” means the Software Development Kit that enables Developer to present the Users with Offers via the Developer Apps.
” means a natural person that downloads, installs and/or uses a Developer App.
We reserve the right to modify, discontinue or terminate the mobileCore 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 mobileCore Site at: https://www.mobilecore.com/
, and in addition, should the update be material, provide you with notice pertaining to such update. Please note that it is your responsibility to review the Agreement from time-to-time to 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 mobileCore 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 mobileCore Platform.
3.1. Subject to your full compliance with the terms and conditions of this Agreement, you may use the mobileCore Platform.
3.2. As part of your registration to the mobileCore Platform, you will be asked to choose a username and password with which you shall be able to access the Developer Account. The Developer Account belongs to you and as such, you agree: (a) to keep your password secure and confidential; (b) not to permit others to use the Developer Account; and (c) not to transfer or assign the Developer Account’s password, even temporarily, to a third party. You are solely responsible for all anything that happens in the Developer Account until the Agreement ends and you acknowledge and agree that we cannot and will not be liable to you or any third party for any loss or damage arising from your failure to comply with this Agreement or from any unauthorized use of the Developer Account or any other breach of security pertaining to the Developer Account. You agree to notify us immediately of any unauthorized use of the Developer Account or any other breach of security. You acknowledge and agree that we may provide information about you and/or the Developer (including the information available in the Developer Account), to the extent that we are required to do so in connection with or in relation to any legal process or in accordance with any Applicable Rules.
3.3. We may, at our sole discretion, at any time: (a) determine the scope of the mobileCore Platform that is available to you, including, the Offers that are available as part of the SDK or otherwise, the features, settings and/or other tools which are available to you as part of the mobileCore Platform, (b) modify, correct, amend, update, enhance, improve, remove, replace or make any other changes to, or discontinue, temporarily or permanently, the mobileCore Platform (or any part thereof, whether or not previously used by you), with or without notice (but shall have no obligation to do so); or (c) cease the operation of the mobileCore Platform or any part thereof, temporarily or permanently upon prior written notice.
3.4. You acknowledge and agrees that: (a) with respect to any modification or other changes of the mobileCore Platform, your only recourse is to terminate the Agreement, in accordance with the provisions of Section 14 below; (b) we are not responsible for and will have no liability with respect to any third party software, technology, content or materials that are available to you via the mobileCore Platform; (c) your use of the mobileCore Platform following any update to the mobileCore Platform will constitute your acceptance of, and agreement to be bound by, the then-current scope of the mobileCore Platform as determined by us; and (d) we have no obligation to provide support, maintenance, updates, upgrades, modifications, or new releases of the mobileCore Platform, including the SDK and/or any parts thereof.
3.5. In addition, we do not have any obligation to monitor the Developer App(s) or content available therein, and as a result, we are not responsible for the accuracy, completeness, appropriateness, legality or applicability of the Developer App(s) or anything described or written by the Developer or any third party therein. From time to time, we may, at our sole discretion, perform A/B testing in order to improve the mobileCore Platform or any part thereof, without prior notification to you.
3.6. In addition, from time to time, we may offer you to try certain Beta services at no charge. You may accept or decline any such offer at your sole discretion. Beta services will be clearly designated as beta, pilot, limited release, developer preview, evaluation or any similar description, and are meant for evaluation purposes only. Beta services are not considered as mobileCore Platform under this Agreement and may be subject to additional terms. Beta services may be discontinued at any time in our sole discretion and we may never make them generally available. You acknowledge and agree that we will have no liability for any harm or damage arising out of or in connection with any Beta service.
3.7. You acknowledge and agree that you are solely responsible and liable for any and all costs and expenses in connection with the Developer App(s), as applicable, and/or use of the mobileCore Platform or any part thereof, including any QA, integration and testing costs and expenses.
4.1. Subject to the terms and conditions of this Agreement, we hereby grant to you a limited, revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable license or sublicense, as applicable, during the term hereof, to: (a) access and use the mobileCore Platform and any part thereof solely for the purposes set forth in this Agreement; (b) implement and distribute the SDK as part of the Developer App(s); and (c) use our Marks (if applicable) which are part of the SDK. All rights which are not expressly granted herein are reserved by us. You may not make any use of the mobileCore Platform, in whole or in part in any manner not expressly permitted under this Agreement.
4.2. You (or any person acting on your 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 subject to our Intellectual Propriety Rights, including the mobileCore Platform and/or any part thereof, or otherwise use the mobileCore Platform and/or our Intellectual Propriety Rights in any manner or by any means, other than as expressly permitted under this Agreement; (b) make any use of the mobileCore Platform, including the SDK, or any part thereof on any other application, website or networked computer environment for any purpose, replicate or copy the mobileCore Platform or any part thereof other than as expressly permitted hereunder; (c) interfere with or disrupt the operation of the mobileCore Platform, or the servers or networks that host and/or connect with the mobileCore Platform and/or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks; and (d) use the Developer App(s) and/or the mobileCore Platform in any unlawful manner, for any unlawful manner, or in any manner inconsistent with the terms and conditions of this Agreement.
4.3. You agree that we may: (a) feature the Developer App(s) in different marketing collateral and as part of promotional campaigns, including newsletters, case studies and press releases; and (b) identify Developer as a user of the mobileCore Platform. For that purpose, you agree to grant us a limited, worldwide, non-sublicensable, non-exclusive license to use the Developer Marks solely to engage in the marketing and promotional activities set forth herein. All rights which are not expressly granted herein are reserved by you. We shall not make any use of the Developer Marks, in whole or in part, in any manner that is not expressly permitted under this Agreement.
5. Third-Party Providers
5.1. As part of the mobileCore Platform, we may make available to you third-party products or services, including, advertisements or features (“Third-Party Services”). Any use by you of Third-Party Services, and any exchange of data between you and any provider of the Third-Party Services, is solely between you and the applicable providers of the Third-Party Services.
5.3. We have no control over and are not responsible for any Third-Party Service. You assume all responsibility and risk of use of any Third-Party Services and we hereby disclaim any and all liability to you or any third party related thereto.
5.4. We do not have any obligation to monitor any materials or content that is available in your Developer App(s) or any content made available in your Developer App by Users or other third parties, for any purpose and are not responsible for the accuracy, completeness, appropriateness, legality or applicability of any such content including without limitation, any information obtained by using the Developer App.
6. Developer Obligations and Requirements
6.1. You represent and warrant that you: (a) are of a legal age according to the Applicable Rules of the country in which you reside or from which you access the mobileCore Platform, and in any event are not under the age of 13; (b) are not currently restricted from using the mobileCore Platform, or not otherwise prohibited from having an account with us; and (c) will only provide us with accurate information in connection with your use of the mobileCore Platform.
6.2. Each of the Developer App and/or the SDK will not include nor will they be used to engage in, facilitate, promote, or advocate any content or function which may: (a) be considered as offensive, harmful, misleading, deceptive, fraudulent, unfair, immoral, indecent, pornographic, obscene, sexually explicit material, 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; (b) contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (c) violate any Applicable Rules (including any laws, regulations or rights respecting intellectual property rights, computer spyware, privacy, export control, unfair competition, antidiscrimination or advertising); (d) interfere with the operability of third-party programs or software; and/or (e) engage in, enable, induce and/or incentivize automated click-throughs or other automated interactions with it.
6.3. The Developer App(s) will not: (a) run without installation; and/or (b) cause the uninstallation or intentionally interfere with the operation and/or default settings of any User’s device, operating system or other applications installed on any User’s device, and/or intentionally creates, or exploits any security vulnerabilities in any User’s device.
6.4. In addition, the Developer App(s), whether embedded with the SDK or otherwise, will not compensate Users for clicking on any advertisements or commercial materials or provide any other incentives or benefits for downloading or installing it.
6.5.You represent and warrant, that: (a) you are duly and fully authorized to be bound by this Agreement and that all corporate authorizations and/or consents required in order to enter this Agreement, if any, have been duly obtained; (b) the execution and delivery of this Agreement, and your performance of your obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which you are a party or any of your affiliates are a party or violate any rights of any third parties arising therefrom; (c) you will not make any representations, warranties and/or guarantees with respect to the mobileCore Platform s and/or about us and/or on our behalf, nor will you bind us to any agreement, without our explicit and prior written approval; (d) the Developer App, including its content, is wholly owned by you and/or is validly and lawfully licensed to you, and does not infringe or violate any Applicable Rules and/or any right of any person, including Intellectual Property Rights, and you are fully permitted to make any use of Developer App whatsoever, including any use as may be required and/or advisable under this Agreement and/or with respect to the mobileCore Platform ; (e) you will abide by and comply with Our Policies, as applicable; (f) you shall at all times use only the then-current version of the mobileCore Platform and any part thereof, as provided by us through the Site, and it is solely your responsibility to visit the Site regularly and obtain any updates as may be available therein; and (g) you are solely responsible for Developer App and any content, technology and/or functionality available therein or available there-through and/or thereby, including providing, or ensuring the existence of a reasonably accessible opportunity for each User to uninstall the Developer App.
6.8. You acknowledge and agree that: (a) the Developer Terms are an agreement between you and the Users and we are not a party to that agreement; (b) we may collect, store, use and/or share certain Users’ data as may be required for the mobileCore Platform or in connection therewith; and (c) we are not and will not be responsible for, nor have any liability with respect to: (i) any agreement between you and the Users or any User’s breach of Developer Terms; or (ii) Developer’s failure to provide the Developer Terms and/or to obtain valid assent to Developer Terms from Users. You represent and warrant that you will identify us as the providers of the mobileCore Platform as part of Developer Terms and will makes sure that all of our rights in and to Our Property (as defined below) are preserved.
7.1. Your use of the mobileCore Platform is currently provided free of charge but we retain the right to charge usage fee in the future, at our sole discretion.
7.2. Subject to full compliance with the terms and conditions of this Agreement and if explicitly agreed to by the parties, in writing, you may be entitled to receive payment from us during the term hereof (the “Consideration”). Notwithstanding anything else to the contrary set forth in the Agreement, you acknowledge and agrees that mobileCore shall have no obligation to pay you any Consideration with respect to amounts generated as a result of your breach of: (i) any of the terms and conditions of the Agreement; and/or (ii) any Applicable Rules. mobileCore may withhold and/or offset (as it shall deem appropriate, at its sole discretion) the relevant portion of any Consideration due to you or any portion of any Consideration previously received by you in respect of any matter under this Section 7.2.
7.3. Calculation and Payment of the Consideration will be based solely on mobileCore Platform’s statistics and shall be made in U.S. Dollars by electronic funds transfer. You acknowledge and agree that the calculation of the Consideration as determined by the mobileCore Platform is final and binding. You agree that mobileCore’s failure to remit payment which is cured by mobileCoree within ten (10) business days of the due date shall not be considered as a breach by mobileCore of its payment obligation hereunder.
7.4. Your Developer Account includes a dashboard where you will be able to view reports regarding the number of impressions, clicks, eCPM rates and your then current estimated revenue (the “Dashboard”). You acknowledge and agree that the Dashboard is provided to you for convenience purposes only and mobileCore is not liable for any unavailability or inaccuracy, temporary or otherwise, of the Dashboard. The final weekly report with respect to the Consideration due to you for each applicable calendar week of the Term shall be provided to you every 7 days via email, to the email address you provided to us in your Developer Account (the “Weekly Report”). You acknowledge and agree that the manner in which and the form of the Weekly Report, including without limitation, the manner in which the Consideration is calculated and presented, shall be determined by mobileCore, at its sole discretion, and may be modified and/or altered by mobileCore at any time without prior notice to you.
7.5. In connection with the Consideration, you acknowledge and agree that we do not and cannot guarantee that your use of the mobileCore Platform will necessarily entitle you to and/or result in any revenues and/or in any payment to you whatsoever.
7.6. You acknowledge and agree that you will pay all applicable taxes, including without limitation, value-added, customs fees, import duties or other taxes and duties imposed by any governmental authority imposed on you with respect to the Consideration. Furthermore, you agree to refund mobileCore for any Consideration that was paid to you and is subject to chargeback or other fees we may have paid following payment to you.
7.7. You agree to: (i) provide us with accurate, current and complete information in connection with the payment of any Consideration due to you hereunder, (ii) comply with Applicable Rules with respect to receipt of Consideration hereunder; and (iii) complete any required tax or other forms in order to receive Consideration, to the extent applicable. You hereby authorize us, directly or through third parties, to make any inquiries that we deem necessary or appropriate in order to verify the information you provide to us in connection with any payment made to you hereunder.
8. Proprietary Rights
8.1. The mobileCore Platform (and any part thereof, including Third-Party Software made available via the mobileCore Platform), the mobileCore Users’ Data, including any derivatives thereof, and any and all Intellectual Property Rights therein pertaining thereto and/or available thereby (collectively, “Our Property”), are owned by and/or licensed to us and is subject to our copyright and other applicable Intellectual Property Rights under Applicable Rules. Except as expressly granted hereunder, as between the parties, we retain all right, title and interest in and to Our Property. As between the parties, all use of Our Property shall inure to our benefit and you shall not: (a) contest, or assist others to contest, our rights or interests in and to Our Property or the validity of our rights in and to Our Property and all applications, registrations or other legally recognized interests therein, or (b) seek to register, record, obtain or attempt to pursue any Intellectual Property Rights or other proprietary rights or protections in or to Our Property. All rights in Our Property which are not expressly granted herein are reserved by us. You must retain and reproduce any copyright, disclaimers and other proprietary notices in full and as they appear in or on Our Property.
8.2. Except as expressly granted in this Agreement, you retain all right, title and interest in and to the Developer App(s) and the Developer Marks, any derivatives thereof, including any Intellectual Property Rights therein (the “Developer’s Property”). All rights in the Developer’s Property which are not expressly granted herein are reserved by Developer.
8.3. 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.
9.1. During the term hereof, you may have access to our non-public, proprietary and confidential information, in whatever manner it may be disclosed to you (“Our Confidential Information”), including without limitations, the Consideration you receive hereunder. For clarity, Our Confidential information shall include any information disclosed to you which given the totality of the circumstances, a reasonable recipient should have cause to believe is proprietary, confidential, or competitively sensitive. You agree: (a) not to disclose any of Our Confidential Information to any third party; (b) not to use Our Confidential Information for any purposes other than to carry out your rights and obligations hereunder; and (c) to keep Our Confidential Information confidential using confidential using at least a reasonable degree of care to protect Our Confidential Information. You agree to keep Our Confidential Information confidential and not to disclose it to any third party for a period of five (5) years following the effective date of termination of this Agreement.
9.2. We may, at our sole discretion, at any time, request that you return, or destroy (and certify in writing such destruction) all of Our Confidential Information which is than in your possession, including any analysis or recordings whatsoever prepared by you in connection with or in relation to Our Confidential Information.
9.3. You acknowledge and agree that unauthorized disclosure or use of Our Confidential Information may give rise to irreparable injury, which may not be adequately compensated by damages, and in such an event, money damages will not be a sufficient remedy for such breach of this Agreement by you and therefore, we shall be entitled to specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach thereof, in addition to any other remedies available at law or in equity.
10. Our Responsibilities
Subject to the terms and conditions herein, we will make the mobileCore Platform available to you. We use industry standard data security measures to maintain the security and confidentiality of the data and information that is part of the Developer Account, but we do not and cannot guarantee that storage of any data pertaining to you, Developer App(s) and/or Users will be secured at all times, and we will not be responsible for unauthorized access to or alteration to your and/or any other person’s data or information from or in connection with Developer App(s) and/or Developer Account.
The mobileCore Platform and any part therein are provided by us “AS IS” without any representations or warranties of any kind, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular use or that the operation and/or use of the mobileCore Platform or any part thereof, is or will be secure, uninterrupted, without error, or free of viruses, worms, or any other harmful components or program limitations or non-infringement, or those arising in the course of or connected to the performance hereunder, and disclaims such warranties.
12. Limitation of Liability
IN NO EVENT WILL WE, AND/OR OUR SUBSIDIARIES, SHAREHOLDERS, DIRECTORS, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND PERMITTED ASSIGNEES (COLLECTIVELY, THE “IRONSOURCE GROUP”) BE LIABLE TO YOU OR ANY THIRD PARTY ANY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING TO ANY DAMAGES FOR THE USE OR INABILITY TO USE THE MOBILECORE PLATFORM OR ANY PART THEREOF, LOST DATA, LOST PROFITS, LOSS OF GOODWILL, LOST REVENUE, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE MOBILECORE PLATFORM OR ANY PART THEERIN UNDER ANY THEORY OF LIABILITY, INCLUDING FOR CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT THE IRONSOURCE GROUP WAS 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. IN NO EVENT SHALL THE IRONSOURCE GROUPS’ AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED ONE THOUSAND U.S.DOLLARS (US$1,000). THE USE OF THE MOBILECORE PLATFORM OR ANY PART THEREOF IS ENTIRELY AT YOUR OWN RISK, AND WE SHALL HAVE NO LIABILITY RELATING TO SUCH USE.
You agree to defend, indemnify and hold harmless the IronSource Group, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to reasonable attorney’s fees) threatened, asserted or filed (collectively, “Claims”) brought or made by any person against the IronSource Group arising from: (i) your use of the mobileCore Platform and any part thereof in any manner inconsistent with or in breach of this Agreement, including any damage of any sort, whether direct, indirect, special or consequential, that may be cause to any person as a result thereof; (ii) your breach or alleged breach of any warranty, representation or obligation made by you under this Agreement; (iii) your violation of any person’s rights, including Users’ right of privacy; and (iv) Users’ use of Developer App(s). You shall promptly notify the IronSource Group of a Claim. You shall have full control and sole authority over the defense and settlement of a Claim; provided, however; that any settlement will be subject to our prior approval and provided further that you shall not assume the control of the defense of a Claim to the extent that we determine that (a) a Claim relates to our technology, (b) any relief other than monetary damages is sought against the us, or (c) there may be a conflict of interest between you and us in the conduct of the defense of a Claim, and in each such event the costs of defense will be considered “Claims” as defined above. The IronSource Group may join in the defense of a Claim with counsel of its choice at its own expense.
14. Term and Termination
14.1. This Agreement will commence on the first date on which you accept it, and will continue in perpetuity unless it is terminated as set forth herein (the “Term”).
14.2. This Agreement may be terminated in accordance with any of the following provisions:
14.2.1. Either party may terminate this Agreement upon five (5) days’ prior written notice, for any reason and without liability.
14.2.2. Each party may terminate this Agreement, if the other party: (i) breaches any of its obligations, representations and/or warranties herein contained and does not cure such breach within 10 days of receipt written notice thereof, or (ii) becomes insolvent or make any assignment for the benefit of creditors or similar transfer evidencing insolvency, or suffers or permits the commencement of any form of insolvency, administration or receivership proceeding, or have any petition under bankruptcy, insolvency or administration law filed against it, which petition is not dismissed within thirty (30) days of such filing, or have 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.
14.3. We may immediately, block your access to Developer Account, temporarily or permanently, suspend the Developer Account or terminate this Agreement, withhold any payment due hereunder to the extent determined by us in addition to any other remedies that may be available to us under this Agreement and/or any Applicable Rules, if you: (i) engage in any acts prohibited by this Agreement, or (ii) engage in any action that, in our sole discretion, reflects poorly on us otherwise disparages or devalues our reputation or goodwill. In addition, we may terminate this Agreement if we determine that it is commercially impractical for us to continue providing and/or supporting the mobileCore Platform or any part thereof under the terms of this Agreement as a result of business, technical or other considerations.
14.4. Upon the termination of this Agreement, for any reason: (i) all rights and licenses granted herein shall terminate immediately; (ii) your right to use the mobileCore Platform and/or any part thereof, will terminate and you must promptly remove and delete the SDK from Developer App and systems and destroy all copies of the SDK; (iii) your access to Developer Account will be blocked; (iv) to the extent that you have any of Our Confidential Information at your disposal at the time of termination of this Agreement, you will return to us, or destroy and certify the destruction of, all of Our Confidential Information, in accordance with Section 9 above.
14.5. We will not be liable to you or any person for the termination of this Agreement or termination of your access to Developer Account. Furthermore, we will have no obligation to maintain any information stored in our data centers related to Developer Account or to forward any information to you or any person following the effective date of termination of this Agreement. Following the termination of this Agreement or suspension of Developer Account, any information which is related to Developer Account may no longer be accessed by you.
14.6. The following sections will survive the termination of this Agreement: Sections 1, 4, 6, 8, 9, 11-13, this Section 14.6, and Section 15.
15.1. In this Agreement (except where the context otherwise requires): (a) words denoting the singular include the plural and vice versa; (b) words denoting any gender include all other genders; (c) any reference to “persons” includes individuals, corporations, companies, partnerships, unincorporated associations, firms, trusts and all other legal entities; and (d) any reference to “include” or “including” shall be read to mean “without limitation”.
15.2. The parties hereto are and shall remain independent contractors, and nothing 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.
15.3. Your use of the mobileCore Platform and any part thereof is conditional on your acceptance of the terms and conditions of this Agreement.
15.4. This Agreement together with the mobileCore Platform Policies 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.
15.5. 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.
15.6. Failure of by us to enforce any rights or to take action against you in the event of any breach hereunder shall not be deemed a waiver of such rights or of subsequent actions in the event of future breaches.
15.7. You may not assign and/or otherwise delegate any of your obligations and/or rights under this Agreement without our prior written consent. 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.
15.8. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, without giving effect to the rules respecting conflict of laws. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Each party agrees that any legal action arising out of or relating to this Agreement shall be filed exclusively in the competent courts of New York and the parties hereby consent and submit to the personal and exclusive jurisdiction and venue of, and waive any jurisdictional, venue, or inconvenient forum objections to, such courts. Notwithstanding the foregoing, we may seek injunctive relief in any court of competent jurisdiction. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SDK OR THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AFTERWARDS.
15.9. 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.
15.10. All notices required or permitted under this Agreement shall be in English and in writing. Notices shall be delivered as follows: (a) to us - by e-mail, registered or certified mail (postage prepaid) or by overnight courier service, at the address set forth on the Site, and (b) to you – by e-mail to address associated with Developer Account. A notice shall be deemed given (i) upon receipt when delivered personally, (ii) upon verification of receipt via e-mail, (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, you agree that we may rely upon the e-mail address you provided when you create Developer Account and that we will not be responsible for delays in the delivery of e-mails which delays are not associated with our mail server.
16. Contact Us
If you have any questions (or comments) concerning the Agreement, you are most welcomed to contact us at firstname.lastname@example.org