TERMS AND CONDITIONS - Chartboost

PARTICIPATION IN THE CHARTBOOST ONLINE PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS (THE "AGREEMENT"). IF YOU DO NOT AGREE TO ALL THE TERMS IN THIS AGREEMENT, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN THE CHARTBOOST ONLINE 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 has access to Your account and/or Your Program Data (as defined below), which will also be bound by the terms and conditions of this Agreement.

This Agreement constitutes the entire and only agreement between You and Chartboost, Inc. ("Chartboost"), and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the content, products or services provided by Chartboost (the "Program"), and the subject matter of this Agreement. This Agreement may be amended at any time by Chartboost from time to time without specific notice to You. The latest Agreement will be posted on Chartboost.com (the "Site"), and You should review this Agreement prior to using the Site or the Program.

• Description of Program. During the Program Term (as defined below), Chartboost will serve to You advertisements provided by third party advertisers ("Program Ad(s)"), in addition to advertisements that may be provided through Chartboost's Campaigns Ads service ("Chartboost Ads"), for display on the app(s) and site(s) which use the Program ("Program Site(s)"), based upon the criteria selected by You and/or Your advertisers via the protocol and/or user interface provided by Chartboost for accessing the Program, as such protocol and/or user interface may be updated by Chartboost from time to time ("Program Interface").
• Implementation of Program. You will implement the Program in a manner that complies with the technical and implementation requirements provided in writing by Chartboost to You from time to time, including those instructions contained in the documentation regarding the Program Interface. Without limiting the foregoing, You acknowledge and agree to the following:
  • Program Obligations. In order for the Program to work correctly, you must provide the following information with every ad request: (i) Unique Device Identifier (UDID) or other Device ID, and (ii) Ad Unit ID, mapped to the correct application that is in use by the end user. You must also notify Chartboost when an app is opened by the user. You will be solely responsible for all, without limitation, Program Ad content, Program Ad information, Program Ad URLs, editorial, text, graphic, audiovisual, and other content and any other information You enter into the Program, whether generated by or for You ("Program Data"). You will protect any Program accounts, usernames or passwords and take full responsibility for Your own, and third party, use of any Program accounts, usernames or passwords. Notwithstanding the foregoing, You grant Chartboost permission to utilize a crawl on Your website and app properties that may ignore robots.txt unless You specifically instruct otherwise the applicable crawler in the robots.txt file, as specified by Chartboost.
  • Policies. Chartboost will have no obligation to process a request for Program Ads in connection with a view of a page on which Program Ads are to be displayed ("Program Requests") that are not sent in compliance with the requirements of this Agreement. While Chartboost does not intend, and does not undertake, to monitor the Program Ads and/or Program Data, if Chartboost is notified by You or otherwise becomes aware and determines in its sole discretion that the Program Ads and/or Program Data or any portion of the Program Ads and/or Program Data or Your trade names, trademarks, service marks, logos, domain names, and other distinctive brand features: (i) violates the intellectual property rights or any other rights of any third party; (ii) violates any applicable law or is subject to an injunction; (iii) is pornographic, obscene or otherwise violates this Agreement; (iv) is being distributed by You improperly; or (v) may create liability for Chartboost, Chartboost may reject, remove, withdraw from, not display or cease displaying that Program Ad and/or Program Data from the Program entirely with no liability to Chartboost. You will have and abide by an appropriate privacy policy and will comply with all applicable laws relating to the collection and use of information from end users of Program Site(s). You must post a privacy policy on each Program Site and such policy must provide notice of Your use of a cookie or other mechanism used to collect end user traffic data.
  • Prohibited Actions. You will not, and will not allow any third party to: (a) directly or indirectly access, launch and/or activate the Program through or from, or otherwise incorporate the Program in, any software application, website or other means other than the Program Site(s), and then only to the extent expressly permitted herein; (b) transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co- branding, timesharing, service bureau or other unauthorized purposes the Program or access thereto (including, but not limited to ads, including without limitation Program Ads, or any part, copy or derivative thereof); (c) directly or indirectly generate queries, or impressions of or clicks on ads, including without limitation Program 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 Program 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, Chartboost's then current protocol for accessing and implementing the Program (the "Chartboost Protocol"), or any other Chartboost technology, content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials, and documentation; (f) remove, deface, obscure, or alter Chartboost's copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of the Program, the Chartboost Protocol, or any other Chartboost 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) utilize any feature or functionality of the Program, or include anything in Program Data or Program Ads, that could be so utilized, to personally identify and/or personally track individual end users or any other persons; or (i) engage in any action or practice that reflects poorly on Chartboost or otherwise disparages or devalues Chartboost's reputation or goodwill.
  • Restrictions. You must use the Program only for serving advertisements and promotions to Program Sites. You may not use the Program to serve other content. You may not serve advertisements that interfere with the correct operation of the user's mobile device. You may not use the Program (a) to serve third party or house ads or (b) with Program Sites that: (i) promote or depict illegal activity or violence, (ii) advocate against a particular group , (iii) infringe a third party’s rights, (iv) introduce viruses, spyware, and malware, , (v) contain sexually explicit content, (vi) depict illicit drugs and drug paraphernalia, (vii) promote online casinos and gambling, (viii) promote weapons or ammunition, (ix) promote hard alcohol, or (x) contain any content that is illegal, promotes illegal activity, misleading, inaccurate, or infringes on the legal rights of others.
  • No Endorsement. Chartboost does not represent or endorse any ads, links, content, advice, opinion, offer, proposal, statement, data or other information from any third party products/services ("Disclaimed Content") that is displayed or distributed through Program. Chartboost hereby disclaims any liability or responsibility for any Disclaimed Content. Chartboost 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 Chartboost, in its sole and absolute discretion, deems is objectionable, erroneous, illegal, fraudulent or otherwise in violation of this Agreement.
• Program Term. This Agreement will be effective as of the date Chartboost activates Your Program account and will continue until terminated as provided in this Agreement (the "Program Term"). 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 info@chartboost.com. This Agreement will be deemed terminated within ten (10) business days of Chartboost's receipt of Your notice. If You violate this Agreement, Chartboost 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. In addition, Chartboost 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 thirty (30) day's prior notice.
• Program Advertiser Obligations. You will be solely responsible for all matters related to Your third party advertisers who provide advertisements to You in connection with the Program ("Program Advertisers"), including without limitation the solicitation and trafficking of Program Ads, billing and payment of Program Advertisers, providing all technical support services to Program Advertisers, and handling all other inquiries and disputes of any type or nature.
• Program Fee. Some of the services in the Program require payment of fees. Chartboost reserves the right to change its price list and to institute new charges at any time, upon thirty (30) days prior notice to You, which may be sent by email or posted on the Site. If You are an advertiser, You will pre-pay all applicable fees, as described on the Site. If You are an advertiser and choose to run a CPI campaign without having properly integrated the Chartboost SDK, You will be charged $0.04 per click for all the clicks delivered in that campaign, and the campaign will be automatically terminated when detected. If You are a publisher, You will receive a percentage of Net Revenue. The percentage of Net Revenue You will receive will be confirmed by Chartboost in writing, which may include email, and is subject to change upon email notice from Chartboost. "Net Revenue" means revenues actually received by Chartboost from the sale, use or other disposition of advertisements displayed on publisher's Program Site less taxes, agency commissions, carrier and/or partner fees, and any allowances actually made or taken for returns, cash discounts or promotional allowances. The portion of Net Revenue received by publisher shall be determined on the first Monday of each calendar month, on which day those revenues accrued to publisher's account thirty (30) or more days earlier shall become eligible to be paid. Payments to publisher shall be sent by Chartboost only if publisher’s earned balance is greater than or equal to $100 (One Hundred Dollars, US). If publisher's earned balance is less than $100, no payment shall be sent until the following calendar month, on the first Monday of which Chartboost shall make the aforesaid determination anew. In addition, if You are a publisher, You agree that any payments that may become due to You are specifically conditioned upon Chartboost's receipt of full payment from the applicable advertiser. If Chartboost does not receive the applicable payment in full from any such advertiser, Chartboost shall have no liability or responsibility to publisher (and publisher hereby releases Chartboost) with respect thereto. Payment shall be calculated solely based on records maintained by Chartboost. No other measurements or statistics of any kind shall be accepted by Chartboost or have any effect under this Agreement. Chartboost shall not be liable for any payment based on (i) any fraudulent impressions generated by any person, robot, automated program or similar device or for fraudulent impressions similarly generated on any advertisements, as reasonably determined by Chartboost; (ii) impressions commingled with a significant number of fraudulent impressions or fraudulent clicks described in (i) above; or (iii) any breach of this Agreement by You.
• License to Program Interface. Chartboost grants to You a limited, revocable, non-transferable, non-exclusive and non-sublicensable license during the Program Term to use the Program Interface solely for the purpose of transmitting Program Requests and other required information and receiving Program Results Sets solely to the extent permitted hereunder. Except to the limited extent expressly provided in this Agreement, Chartboost does not grant, and You will not acquire, any right, title or interest (including, without limitation, any implied license) in or to any Chartboost intellectual property rights; and all rights not expressly granted herein are reserved to Chartboost.
• Data Use. Chartboost may retain and use, subject to the terms of its Privacy Policy, Program Data. Program Data provided by You under this Agreement may not be disclosed as Program Data identifiable to You by Chartboost except to: (a) satisfy any applicable law, regulation, legal process or enforceable governmental request, (b) detect, prevent, or otherwise address fraud or security issues, or © protect against imminent harm to the rights, property or safety of Chartboost or the public as required or permitted by law. You agree that Chartboost may aggregate Program Data with data collected from other Program users, and use such aggregated data, provided that Chartboost will only aggregate data in a manner such that no third party could identify which user’s data contributed to the aggregated set.
• Confidentiality; Publicity. Each party agrees not to disclose the other party’s Confidential Information without the other party's prior written consent. "Confidential Information" includes without limitation: (a) all 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; © any other information designated in writing by either party as "Confidential" or an equivalent designation; and (d) information disclosed under circumstances that a reasonable person should know such information is confidential/proprietary. Confidential Information does not include information that has become publicly known through no breach by the receiving party, or information that has been (i) independently developed without access to the disclosing party’s Confidential Information as evidenced in writing; (ii) rightfully received by the receiving party from a third party; or (iii) required to be disclosed by law or by a governmental authority. Neither party will use the other party’s name and logo in any news release, public announcement, advertisement, or other form of publicity without the prior written consent of the other party (which includes email), except that either party may use the other party’s name and logo on such party’s website and in publicity that announces the parties are working together. In addition, Chartboost may use any content used with the Program in any form of publicity.
• Disclaimer. Chartboost 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. Chartboost 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 Chartboost 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.
• Limitation of Liability. NEITHER PARTY WILL BE LIABLE TO THE OTHER 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 SUCH PARTYHAS 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. In any event, each party’s total cumulative liability to the 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 the net amount paid by You to Chartboost in the six month period immediately preceding the date of the claim.
• Representations and Warranties. You represent and warrant that: (i) 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 Program Ads or Program Data to permit Chartboost 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 Program Ads or Program Data); (ii) You will not advertise anything illegal or engage in any illegal or fraudulent business practice; (iii) all of the information provided by You to Chartboost to enroll in the Program is correct and current; (iv) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (v) 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. ChartBoost represents and warrants that: (i) it has the power and authority to grant the rights and perform the obligations to which it commits herein; and (ii) its Program Interface will not knowingly violate the intellectual property rights of any third party.
• Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions thereof. Neither party's waiver of any default is 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 (except to Your successor in the event of Your merger, acquisition or sale of all or substantially all or Your assets). Chartboost and You are not legal partners or agents, but are independent contractors. The terms and conditions contained in this Agreement that by their sense and context are intended to survive the performance hereof by the parties hereunder.