Affle provides services to advertisers/agencies subject to the following terms of service.By using our services in any form whatsoever, you agree and accept to be bound by these general terms and conditions at all times. Throughout this terms of service, Affle will be referred to as “we”, “our”, “us”. “You” means “Advertiser” and/ or “Agency who uses our services. We may update these terms from time to time without prior notice and the same would be referenced through this URL in our IOs/POs/Invoices and/or updated contents on this webpage. Your continued use of our services will be deemed acceptance to amended or updated terms. The terms of service is only available in English version. As such you agree and accept these terms whenever you accept or use our services in accordance with the IOs/POs/Invoices and/or contracts of services with us.
If you do not agree with any of our terms, then please highlight the same immediately to your account manager at Affle.Acceptance of terms
These terms represent the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof. If you use the service on behalf of any third party, you represent and warrant that you are authorized to act on behalf of and bind that third party to these terms of service. You shall ensure that each third party is bound by and abides by the terms of service. No terms or conditions other than those set forth in the terms of service or insertion order(s) signed by us will be binding on us unless expressly agreed to in writing by us. You understand that our contractual relationship and obligations only extend to you as far as your contract and use of our services is concerned as we do not have a contractual obligation with end users who purchase and/or install your products, partners or third party affiliates who utilize the platforms, or any other party with whom you chose to engage to perform any transactions involving such services.
Neither you nor we may assign or transfer this agreement or any right or obligations hereunder without the prior written consent of the other, which consent shall not be unreasonably withheld. Either you or we may, upon notice to the other, assign this agreement to a parent, subsidiary, division, affiliate, or successor upon the merger, consolidation, sale or transfer of all or substantially all assets, so long as your or our successor to such transaction assumes all obligations under this agreement.
Your consent to receiving electronic communications and agree that all agreements, notices, disclosures and other communications and agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email or by posting notices in your account area satisfy any legal requirement that such communications be in writing. You acknowledge and agree the above electronic program as a means of accepting this agreement and are entering into a legally binding contract.
- Definitions: 1.1 For the purpose of Data Protection Regulation “Controller”, “Data Subject”, “Personal Data”, “Processor” “Processes/Processing”, Sub- Processor each shall have the same meaning as provided in General Data Protection Regulation (“GDPR”) and/ or any other the applicable Data Protection Legislation and be interpreted in terms of GDPR and/ or the applicable Data Protection Legislation. 1.2 Data Protection Legislation: (i) the General Data Protection Regulation (“GDPR”) ((EU) 2016/679) and any nation implementing laws, regulations and secondary legislation, as amended or updated from time to time, and (ii) when the GDPR is no longer directly applicable in the United Kingdom, then any successor legislation to the GDPR or the Data Protection Act 1998. 1.3 For the purpose of Data Protection Regulation "Individual" means a natural person to whom Personal Information relates, also referred to as "Data Subject" pursuant to GDPR or any other applicable Data protection laws and regulations. 1.4 For the purpose of Data Protection Regulation "Personal Information" means data about an identified or identifiable Individual, also referred to as "Personal Data" pursuant to EU data protection laws and regulations 1.5 For the purpose of Data Protection Regulation “Service” means Affle and/or its Affiliates’ proprietary technology for enabling and optimizing publishers and advertisers' ability to sale and purchase advertising space inventory on certain mobile applications and mobile/desktop websites, including via programmatic auction (if applicable). 1.6 For the purpose of Data Protection Regulation “Users” means a human end-user accessing a mobile/web application/website.
Description of Services
We will provide some/all of the following platform technology services as part of our agreement.
- Build Services: Application and/or ad development platform and services and/or ad development platform and services.
- User Acquisition, Marketing & Retargeting Services: Real time and/or programmatic digital advertising and/or media procurement services for user acquisition on CPM/CPC/CPI/CPL/CPS models to enable greater user acquisition or engagement services.
- SaaS: Platform hosting and/or licensing for Data/Usage/Fraud Analytics and/or Attribution optimization and/or platform based media services.
- User/Member conduct Content that is uploaded, whether publicly, privately transmitted are the sole responsibility of the person from whom such content originated. Affle is entirely not responsible to the content that is uploaded. You are solely responsible for all activity in connection with your account and any account linked to your master account not limiting all activity relating to the creation, modification, maintenance and management of all accounts regardless whether such activity is performed by or on behalf of you. Your information is either original to you or you have secured all necessary rights and licences for its use as contemplated by the agreement or you are responsible for all royalties, payments and fees with respect thereto. Affle does not claim ownership of content you submit or make available. Our services may provide third party links to other World Wide Web sites or resources and as such we have no control of such sites and resources. You agree and acknowledge the Affle in not responsible for the availability of such external sites or resources and not liable to any content, products, advertising or other materials. You further agree and acknowledge that Affle shall not be liable for any damage or loss caused by or in connection with you using any third party links. Affle will do software updates, enhance and further develop our services, enhance functions, provide bug fixes, patches and new versions and all updates will be automatic. Affle reserves the right at any time and from time to time with or without notice to modify or to temporarily or permanently discontinue our services.
- Non-commercial reuse of Affle services You do not acquire any ownership rights to any of our material made available by and through our services and we reserve all rights not to grant. Unless otherwise indicated, any copying, use, redistribution and/or publication of any part of the services, our materials, other than expressively authorized by us in writing, or as authorized in this terms of service. We explicitly disclaim any ownership in your trade secrets, patents, copyright, marks or other proprietary content of yours, which at all times remain your sole and exclusive property. We agree to make no other use of your company name, service mark(s), trademark(s), and/or logo(s) other than in reference to your use of our services or case studies without any confidential details revealed without express written consent.
- Charges, Fees and Payment 5.1 You will pay us for all charges and fees you incur in connection with using our services. You are responsible to pay all applicable taxes arising from or in connection with your use of our services. 5.2 All our charges and fees are payable to us in United States Dollars or any other currencies that both parties agree upon. 5.3 Charges are based on our measurements which are definitive and applicable for all billings based on service rendered and product type such as impressions/clicks. 5.4 We will bill for all charges and fees at the end of the month or week (as agreed) or upon completion for usage of services whichever comes earlier. We will submit an invoice to you through e-mail or mailing address indicated on the insertion order. If we agree to your request to send an invoice to a third party on your behalf, such third party will timely pay the invoice, and if not, you will be immediately pay us all such amounts. 5.5 Any disputes about charges to your account(s) must be submitted to us in writing within 7 days of the date you receive/sight our invoice, otherwise you waive such dispute and such charge will be final and not subject to challenge. 5.6 All payments of service fees and initial deposit(s) are non-refundable. If you fail to make any payment as set forth herein, you will pay all reasonable expenses (including attorneys’ fees) incurred by us in collecting such charges. Charges and fees do not include any applicable sales, use, value-added, withholding, excise, or any other taxes or government charges, which are payable by you and are in addition to any amounts due to us. 5.7 Any overdue amounts are subject to interest charges @ compounding monthly interest rate of 1.5% per month. Your account will be deactivated or suspended if your overdue exceeds more than 2 months. We reserve the right to use your information for debt collection purposes and send your account for collection of non- payments. 5.8 In the event your services are terminated, you are responsible for payment of all charges and fees incurred on or before the date of termination and all unpaid invoices issued to you. If the charges are not due or payable after the date of termination, you are still liable to pay us in full on the date of termination.
6.1 Each party to this agreement represents and warrants it has all legal requisites and corporate powers to enter into this agreement; it has no agreement or understanding with any third party that interferes with or will interfere with its performance of its obligation under this agreement.
6.2 Neither party shall make or pass on any representation or warranty on behalf of the other to any third party.
6.3 If you are providing or obtaining materials or data from or on behalf of a third party, you represent and warrant that you have the authority as agent to such third party to use such materials and data on such third party’s behalf and to bind such third party to the terms of this agreement.
6.4 You represent and warrant that you shall be in compliance with all applicable domestic and foreign laws, rules, ordinances and regulations including and without limiting such as Children’s Online Privacy Protection Act of 2000 and Personal Data Protection Act and laws respecting intellectual property rights, privacy rights and publicity rights and Singapore export control laws.
6.5 In addition to the above for the purpose of compliance with GDPR and/ or any other applicable data protection law/ regulation in individual countries, the Advertiser and/ or Agency as Data Controller or Processor as the case may be,
represents and warrants the following for any user data that it receives from / sends to Affle
Data Processing and Protection
- With regard to the use and processing of Personal Data the Data Controller and its Affiliates shall comply with all applicable laws and regulations as are applicable of the Data Protection Legislation including GDPR.
- The scope of Data processing and its usage shall be limited to the extent required to deliver the services diligently and efficiently as set forth in the Agreement and the Data Controller may retain such data only if it is necessary to fulfil its obligations as set forth under the Agreement.
- You will use and process Data in compliance with applicable Data Protection Legislation, to provide the Service, including but not limited to fraud prevention, bot detection, quality rating, analytics, enhancements, optimization, viewability, geo location services, ad security, ad verification services and service misuse prevention. Where applicable, the Parties may process Data in anonymized and aggregated forms.
Security, Privacy, and Audit RightsIn the event of any Personal Data breach (actual or suspected) by the Advertiser, the Advertiser at no cost to Affle shall:
notify Affle of such Personal Data breach without undue delay, no later than 24 provide Affle without undue delay no later than 48 hours after becoming aware of or first suspecting the Personal Data Breach such
details as Affle may require in relation to:
- he nature and impact of the Personal Data Breach, including the categories and approximate numbers of Data Subjects and Personal Data, records concerned;
- any investigations into such Personal Data Breach;
- the likely consequences of the Personal Data Breach; and
- any measures already taken or proposed to address the Personal Data Breach, including but not limited to mitigate its possible adverse effects and prevent the reoccurrence of the Personal Data Breach or any similar breach, provided that, (without prejudice to the above obligations) if Advertiser cannot provide the details as mentioned above within the mentioned timeframes, Advertiser shall, before the closure of the timeframe, provide Affle with reasons for such delay and when it expects to be able to provide relevant details (which may be phased), and give Affle regular updates on these matters.
- hours after becoming aware of or first suspecting the Personal Data Breach;
- notify Affle of such Personal Data breach without undue delay, no later than 24 provide Affle without undue delay no later than 48 hours after becoming aware of or first suspecting the Personal Data Breach such details as Affle may require in relation to:
Controller RequirementsThe Advertiser and/ or Agency as Controller shall:
- at no cost to Affle, record and then refer to Affle promptly (and in any event within 5 Business Days of receipt) any Data Subject request or complaint which is made under GDPR and/ or any other applicable Data Protection Legislation in relation to the Data processing;
- at its cost and expense, provide such information and cooperation and other assistance as Affle reasonably requests in relation to a Data Subject request or complaint made under GDPR and/or Data Protection Legislation within the timescales reasonably required by Affle;
- implement and maintain a program to ensure that all collection and Processing at its end and transmission of Personal Data is sufficiently safeguarded and secured;
- maintain, monitor and review records of user activities, exceptions, faults and privacy in relation to the relevant Personal Data; and
- ensure information security events are produced, maintained, monitored, reviewed and if required enhanced on an ongoing basis.
- ensure that the relevant technical solutions are configured such that the default settings protect Data Subject privacy;
- Advertiser confirm and warrants that any personal information provided to Affle is received post necessary consent from the User/ Data Subject in compliance with the provisions of GDPR and/ or any other applicable Data Protection Law/ Regulation as the case may be and shall be used only for the purpose for which the consent is so obtained.
- Advertiser shall seek consent from the User/ Data Subject to the standard and provisions of GDPR and/ or any other applicable Data Protection Legislation to collect, Process, transmit or use their Personal Data as contemplated by the Agreement.
- In the event the consent to handle Personal Data is withdrawn by the User/ Data Subject, Advertiser shall notify Affle without undue delay no later than 24 hours after becoming aware of the consent being withdrawn and shall stop using, transmitting and/ or processing the data immediately after withdrawal of such consent;
- Advertiser shall allow Affle or any third Party so designated by Affle to conduct/ undertake audit for the purpose of demonstrating compliance with applicable provisions of GDPR and/ or any other applicable Data Protection Law and the provisions of Agreement or this Addendum;
- Advertiser shall indemnify, defend and hold harmless Affle and its Affiliates against and from all loss, liability, damages, costs (including legal costs), fees, claims and expenses arising out any third party claims which Affle may incur or suffer by reason of any breach by the Advertiser of any of the terms of this Addendum.
- Data Processing and Protection
Governing Law and Dispute resolution:
- If the entity signing the Order Form is Affle (India) Limited, this Agreement shall be governed by and construed in accordance with the laws of the India without regard to the provisions of conflicts of law. The courts at Delhi, India, shall have exclusive jurisdiction over any dispute or claim arising out of or relating to this Agreement or any breach thereof.
- If the signing entity is Affle International Pte. Ltd., this Agreement shall be governed by and construed in accordance with the laws of Singapore without regard to the provisions of conflicts of law. Any dispute or claim arising out of or relating to this Agreement or any breach thereof shall be solely settled by arbitration in Singapore in accordance with the Arbitration Rules of the Singaporean International Arbitration Centre (“SIAC”) for the time being in force, which rules are deemed to be incorporated by reference in this Section. The arbitration tribunal shall consist of one (1) arbitrator to be appointed by the Chairman of SIAC. The language of the arbitration shall be English. Subject to the above, the courts at Singapore shall have exclusive jurisdiction.
You acknowledge and agree that there are risks associated with utilizing an internet based service including, not to limited to, the risk of failure of hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your account, but not limited to your data. You expressively understand and agree that:
- Your use of our services is at your sole risk.
- Our services are provided on an “AS IS” and “AS AVAIBLABLE” basis, to the maximum extent permitted by law.
- Affle will use its best efforts to ensure that the quality of our services, information and other material purchased or obtained by you will meet your expectations using best effort basis.
- Our services will be error free, uninterrupted, timely or secure.
- Any errors in the software will be corrected.
- No advice or information verbal or written, we give through the platforms, websites and/or otherwise shall create any warranty, representation and/or guarantee not expressively stated herein.
- Indemnity You agree to indemnify, hold harmless and defend Affle & its subsidiaries, affiliates, our directors, officers, employees, shareholders and representatives harmless against any and all losses, liabilities, penalties, costs and expenses, including without limitation reasonable attorney’s legal fees, any settlement amount or awarded damages arising out of any third party claim, suit or proceeding by any third party arising from or relating to any breach of these terms. Affle reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by you.
- Limitations of Liability In no event shall we be liable for any direct, indirect or special consequential damages, or any other damages of any kind, including an action in contract, tort (including but not limited to negligence) and not limited to loss of profits, loss of data, loss of use arising in any way connected with the use of or inability to use our services including without limitations any damages caused by or resulting from reliance on any information obtained by using our services, or that result from mistakes, omissions, deletion of files, interruptions, errors, defects, viruses, any failure of performance, delays in operation or transmission, communication failure, theft, destruction or unauthorized access to company records, programs or services.
We reserve the right to immediately suspend your use of services and platforms, notwithstanding any provisions of this agreement, where we believed that:
- you breached the agreement.
- you and your partners are conducting commercial activities that are not fully compliant with all applicable local laws and regulations.
- you failed to pay any of our charges when due.
- you are serving ads that contain or link to material that could be considered unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable
The parties to the agreement at any time and with or without cause in its sole discretion, terminate the agreement upon 30 days prior written notice to the other party. You agree that we may at any time for any reason, including a period of inactivity, terminate the terms, or suspend or terminate your account and access to our services. Upon termination, the following terms apply:
- the User Licenses and any and all other licenses and rights granted in connection with this Agreement will immediately cease and terminate.
- if you are using our Mobile App Software Development Kit’s (SDK’s) you would remove our SDK from Your mobile app(s) or request a DNS shutdown of Your account in writing (with email sufficing).
- Force Majeure The parties agree that neither parties will be liable for failure to perform other than payment obligations, due to acts of God, fires, explosions, telecommunications, Internet or network failure, results or vandalism or computer tracking hacking, storm or other natural occurrence, national emergencies, insurrections, riots, wars, strikes or other labour difficulties, or any act or omission of any other person or entity. You or we will give notice and will use commercially reasonable efforts to minimize the impact of any such event.
- No Waiver It shall not be deemed a waiver of provision or right to enforce a provision if either party fails to enforce any provision of this agreement. Severability and Survivability If any condition or any portion of obligation of this agreement is held to be invalid or unenforceable for any reason, such determination shall not affect the validity or enforceability of the remaining obligations hereof.
- Notice You agree to receive electronic communication and agree that all notices, disclosures, agreements and other communications that we provide to you electronically, via email or by posting notices in your account area satisfy any legal requirement that such communications be in writing. All notices to us will be via email to firstname.lastname@example.org and such notices will be deemed delivered.
- Non-personally identifiable information We use the non-personally identifiable information that we collect to improve the design and content of the site and targeting of advertising to enable us to personalize your Internet experience. We also may use this information in the aggregate to analyse site and network usage and build ways to target and re-target the most relevant users for your advertising.
- Assignment This Agreement and the rights hereunder are not transferable or assignable without prior written consent of the non-assigning Party; provided, however, that this Agreement may be assigned (or transferred by novation of rights and obligations) by either Party (the “Assignor”) without prior written consent of the other Party (a) to a person or entity who acquires substantially all of the Assignor’s assets, stock or business by sale, merger or otherwise; (b) to an Affiliate of the Assignor; or (c) to a person or entity who is engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the “Lender”) in relation to a lending facility granted by the Lender to the Assignor and accepted by the Assignor.