Updated: 1 August 2016
PLEASE READ THIS AGREEMENT CAREFULLY. BY CHECKING THE BOX INDICATING “I AGREE TO THE TERMS OF THE DEVELOPER AGREEMENT” OR BY DOWNLOADING, ACCESSING OR USING THE YOOSE TECHNOLOGY OR SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, ACCESS OR USE THE YOOSE TECHNOLOGY OR SERVICE.
You and YOOSE agree as follows:
1. Limited License
a. License Grant. Unless otherwise agreed upon in writing, subject to the terms and conditions of this Agreement, YOOSE grants you a limited, non-exclusive, non-transferable and non-sublicensable license to (i) install and use the YOOSE Technology solely in your mobile application(s) or website(s) (“Application”) that will access and use the Service to deliver Advertisements to a mobile device user (“Consumer”) and (ii) access and use the Service in order to enable YOOSE to provide Advertisements to Consumers’ mobile devices through your Application. To provide the Service, you authorize YOOSE to access, index, store, and cache requests made from your Application to YOOSE including, without limitation, through automated means. Further, you authorize YOOSE to provide Advertisements to Consumers’ mobile devices through your Application.
b. Limitations. Section 1(a) states the entirety of your rights with respect to the YOOSE Technology and Service. YOOSE reserves all rights not expressly granted in this Agreement. Without limiting the foregoing, you will not, and you will not authorize or permit any third party to do any of the following unless expressly authorized in this Agreement or in writing by YOOSE: (i) reproduce, license, distribute, publicly perform or publicly display, lease, rent, transfer, resell or otherwise dispose of the YOOSE Technology; (ii) distribute any source code provided as part of the YOOSE Technology; (iii) modify, alter or create any derivative works of the YOOSE Technology; (iv) reverse engineer, disassemble, decompile or attempt to uncover the source code for or any trade secrets related to the YOOSE Technology except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (v) work around any technical limitations in the YOOSE Technology; (vi) remove, alter or obscure any proprietary rights or other notice on the YOOSE Technology; (vii) use the YOOSE Technology or the Service other than for its intended purpose; (viii) use the Technology to create (or facilitate the creation of) any product or service that is in competition with the YOOSE Technology or Service, including connecting to any other product or service using the Technology or Service; or (ix) combine the Technology so that you restrict or charge for access to the Technology or Service.
Any access or use of the YOOSE Technology or the Service other than as specifically authorized herein, without the prior written permission of YOOSE, is strictly prohibited and will immediately terminate the license granted in this Agreement. Such unauthorized use may also violate applicable laws including, without limitation, copyright and trademark laws, and applicable privacy and communications regulations and statutes. Unless stated in this Agreement, nothing in this Agreement will be construed as conferring any right or license to the YOOSE Technology or Service and any related Intellectual Property Rights (as defined below), whether by estoppel, implication or otherwise. This license is revocable at any time.
c. Documentation. You may make and use a reasonable number of copies of any documentation provided with the YOOSE Technology licensed hereunder; provided, that such copies will only be used for the purpose described in Section 1(a) and are not republished or redistributed (either in hard copy or electronic form) beyond your premises.
2. Proprietary Rights
a. Ownership. The YOOSE Technology, Site, and Service (including, without limitation, the YOOSE logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof) are valuable property of YOOSE protected by copyright and other intellectual property laws. The YOOSE Technology, Site and Service, together with any and all copyrights, patents, trademarks, trade secrets and/or any other intellectual property rights (“Intellectual Property Rights”) related to the YOOSE Technology, Site and Service are and will remain the sole property of YOOSE or its licensors and are protected by Singapore and international law. Other than the limited license expressly set forth in Section 1(a), you do not acquire any title or ownership rights in the YOOSE Technology, Site and Service and any related Intellectual Property Rights.
b. Unauthorized Use. You will promptly notify YOOSE of any unauthorized use of the YOOSE Technology, Site or Service that comes to your attention. In the event of any such unauthorized use by you or your employees, agents or representatives, you will use your best efforts to terminate such unauthorized use and to retrieve any copy of the YOOSE Technology in the possession or control of the person or entity engaging in such unauthorized use. You will immediately notify YOOSE of any legal proceeding initiated by you in connection with such unauthorized use. YOOSE may, at its option and expense, participate in any such proceeding and, in such event, you will provide such authority, information and assistance related to such proceeding as YOOSE may reasonably request to protect YOOSE’s interests.
3. Eligibility, Account and Site
a. Eligibility. You must be at least 18 years old to download, access or use the YOOSE Technology and the Service. If you are downloading, accessing or using the YOOSE Technology or the Service on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity’s behalf, and that such entity agrees to take responsibility for and indemnify YOOSE for your violation of this Agreement.
b. Registration. In registering on the Site, you will: (i) provide accurate, truthful, current and complete information when creating an account; (ii) maintain and promptly update your account information; (iii) maintain the security of your account by not sharing your user ID and password with others and taking appropriate measures to restrict access; (iv) promptly notify YOOSE if you discover or otherwise suspect any security breaches related to the Site, including if your user ID or password have been compromised; and (v) take sole responsibility for all activities that occur under your account. You may not select as your user ID any name that violates any third party’s rights, including any Intellectual Property Rights, or which YOOSE determines in its sole discretion to be offensive or inappropriate. You should carefully choose your password and ensure it does not contain any personal or other information that may be easily guessed. Any distribution by you of such password and/or user ID may result in termination of your access to the Site or Service.
c. Site terms. The YOOSE Site Terms, available at www.yoose.com/siteterms/ (“Site Terms”) apply to your access and use of the Site and Services. YOOSE has the right to terminate or suspend your access to the Site, with or without notice, in the event that you violate the Site Terms or any term of this Agreement.
5. Developer Obligations
You agree that the YOOSE Technology will enable the YOOSE network of third party advertisers (each, an “Advertiser”) and YOOSE to collect information from you and from Consumers’ mobile devices that access your Application and deliver Advertisements to such Consumers mobile devices from Advertisers.
e. YOOSE Provided Notice. YOOSE may provide a special notice for Consumers embedded in the SDK or other YOOSE Technology. In the event you utilize a SDK or other YOOSE Technology that provides such a notice, in the form of a just-in-time notice or otherwise, about YOOSE’s data collection, use or disclosure, opt-in notice or containing other information, you agree not to remove, obscure, interfere with, or otherwise hinder such notice in any manner.
f. Compliance with Laws and Industry Standards. You represent and warrant that you comply with all applicable laws, regulations, and industry standards (including, but not limited to, any applicable privacy and security laws, regulations, and mobile and advertising industry standards associated with your Application and any collection, use and disclosure of Consumer Data by you or any third party via your Application. Such laws and standards include, but are not limited to, COPPA, Digital Advertising Alliance Self-Regulatory Guidelines for mobile, the Federal Trade Commission guidelines, and the EU Data Protection Directive). You are solely responsible for ensuring that your Application is in compliance with all applicable laws and regulations.
g. Compliance with YOOSE Policies. You agree to comply with all applicable YOOSE policies on the YOOSE website (www.yoose.com), including but not limited to the Acceptable Use Policy, available at www.yoose.com/acceptable-use-policy (“Acceptable Use Policy”).
h. Compliance with Third Party Terms. Some versions of the YOOSE SDK include software that is licensed pursuant to the License Agreement for the Android Software Development Kit (http://developer.android.com/sdk/index.html) (the “Android License”) and may only be used in applications designed for mobile devices using Google, Inc.’s Android operating system. You agree to comply with any applicable third party terms, policies, guidelines, or other applicable terms that apply to your Application, distribution, data handling and business practices, including, but not limited to developer policies for Android/Google Play, the Android Software Development Kit, and iOS/Apple App Store policies (“Third Party Terms”). Except as otherwise agreed upon by the parties in writing, the warranties, obligations and liabilities of YOOSE and the remedies of you with respect to any embedded third party software will be limited to whatever recourse may be available against the third party provider of such embedded third party software and are subject to the restrictions and other limitations as may be set forth in the applicable provisions of the Third Party Terms.
YOOSE does not control, endorse or adopt any Advertisements and makes no representation or warranties of any kind regarding the content of the Advertisements, including, without limitation, regarding the accuracy, completeness or decency of any Advertisement. YOOSE is not responsible or liable in any manner for any Advertisements and undertakes no responsibility to update or review any Advertisements. Within certain limits set by YOOSE, you will have the ability to control the frequency and types of ad units that are delivered to Consumers’ mobile devices. You agree not to remove, obscure, hinder, reverse engineer, or otherwise interfere with any Advertisement for an Application in any manner.
a. Compensation. Advertisers pay YOOSE based on certain events, including the display of an Advertisement, a user clicking on an Advertisement, or a user completing some action after viewing or clicking on an Advertisement (“Events“). YOOSE pays you a percentage of the revenue it receives from Advertisers based upon the Events that are attributable to your Application. YOOSE will compile and calculate the data necessary to determine your compensation. YOOSE’s figures and calculations regarding your compensation will be final and binding. Unless otherwise posted on the Site or otherwise agreed to in writing between YOOSE and you, your compensation will only include revenue actually received by YOOSE from the Advertisers less: (i) any returns, credits or other similar allowances made by YOOSE to a particular Advertiser; and (ii) any applicable taxes, commissions, carrier fees and other similar taxes, fees and expenses. YOOSE will be entitled to withhold, deduct and set off from any payments to be made to you hereunder any sums owed by you to YOOSE, whether in connection with this Agreement (including any breach hereof by you) or otherwise. YOOSE may deduct from any present or future compensation due the amount of previously paid compensation for any returns, credits or other similar allowances made by YOOSE to a particular Advertiser. Further, YOOSE will have no liability whatsoever to provide you with compensation unless YOOSE receives full payment by the Advertiser. YOOSE will have no duty to compensate you for any revenue received by YOOSE for any services provided by YOOSE to Advertisers, including consulting, ad lay-out, copy writing or any other similar services. In addition, YOOSE may withhold compensation in the event that you are in breach of any term of this Agreement.
b. Uncollectible Accounts. In the event an Advertiser does not pay YOOSE within one hundred twenty (120) days of when the amount is due, then the account will be declared an uncollectible account and no compensation will be due or payable to you in connection therewith.
c. Payment Schedule. YOOSE will pay you the amounts properly due and payable within sixty (60) days following the end of the applicable month in which it is earned; provided that, such amounts exceed fifty dollars (USD) ($50). If the amounts properly due and payable are less than fifty dollars (USD) ($50), then YOOSE will pay you the following month; provided that, such amounts exceed fifty dollars (USD) ($50).
d. Disputes. Any disputes over amounts due and payable by YOOSE to you must be made in writing within thirty (30) days after YOOSE makes the applicable payment to you. YOOSE will consider such disputes in its discretion, but unless YOOSE expressly determines otherwise in writing, the amounts due and payable by YOOSE to you will be deemed accurate and accepted as such by you.
e. Documentation. You will determine which IRAS/tax documentation is appropriate for your needs, and YOOSE will not be liable for your failure to submit the appropriate documentation. You will submit additional documentation if and as directed by YOOSE when required to process payment or required under law. In the event that you do not provide YOOSE with appropriate tax, bank, or other information required by YOOSE, then YOOSE may withhold payment until it receives such information.
Any questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information submitted about YOOSE, its YOOSE Technology, Site or Service (collectively, “Submissions“), whether provided to YOOSE by email or otherwise, are non-confidential and will become the sole and exclusive property of YOOSE, including all related intellectual property rights without acknowledgment or compensation to you.
You will defend, indemnify and hold harmless YOOSE, its affiliates, independent contractors, service providers and consultants, its and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to: (a) the Application, including violations of any third party terms or violations of any laws, regulations or industry best practices in the relevant jurisdictions; (b) your use of the YOOSE Technology, the Site or the Service; (c) your violation of any representations and warranties or any other term of this Agreement; or (d) your violation of any rights of a Consumer. YOOSE will have the right to approve the counsel selected by you for defense of any such claim, which approval will not be unreasonably withheld. You will provide YOOSE prompt written notice of any such claim and such information and assistance as you may reasonably request to help you defend such claims; provided that you pay or reimburse all of the costs and expenses reasonably incurred by YOOSE in connection with any assistance requested by you under this Section. You will not have any right to settle any such claim without YOOSE’s written consent, if such settlement arises from or is part of any criminal action, suit or proceeding or contains a stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether in contract, tort or otherwise) on the part of YOOSE or otherwise requires YOOSE to take or refrain from taking any material action (such as the payment of fees). YOOSE may, at its option and expense, participate in, or take control over, the defense of any such claim and, in such event, you will provide such authority, information and assistance related to such proceeding as YOOSE may reasonably request to protect YOOSE’s interests. You will maintain such insurance policies (including, without limitation, commercial liability insurance and cyber liability insurance) as may be sufficient to protect you against all applicable risks arising out of your use of the YOOSE Technology or Service. You will provide YOOSE with certificates of insurance and other supporting materials as YOOSE may reasonably request to verify your continuing compliance with the preceding sentence. This provision may not apply to New Jersey Residents.
THE YOOSE TECHNOLOGY, THE SITE, THE ADVERTISEMENTS, AND THE SERVICE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOOSE DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES AND ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, RELIABILITY, ACCURACY, TITLE AND NON-INFRINGEMENT AS TO THE YOOSE TECHNOLOGY, THE SERVICE AND THE SITE, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN. YOOSE DOES NOT REPRESENT OR WARRANT THAT THE YOOSE TECHNOLOGY, THE ADVERTISEMENTS, THE SERVICE OR THE SITE ARE ACCURATE, COMPLETE, RELIABLE, FREE OF VIRUSES OR HARMFUL COMPONENTS, CURRENT OR ERROR-FREE. YOUR USE OF THE YOOSE TECHNOLOGY, SERVICE OR THE SITE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR OR YOUR END-USERS’ COMPUTER OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. THIS PROVISION MAY NOT APPLY TO NEW JERSEY RESIDENTS.
11. Limitation of Liability
IN NO EVENT SHALL YOOSE, ITS AFFILIATES, INDEPENDENT CONTRACTORS, ADVERTISERS, SERVICE PROVIDERS, AND CONSULTANTS, AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE YOOSE TECHNOLOGY, THE SERVICE, THE SITE, THE ADVERTISEMENTS, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM YOOSE, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO YOOSE’S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF YOOSE ITS AFFILIATES, ITS ADVERTISERS, INDEPENDENT CONTRACTORS, SERVICE PROVIDERS, AND CONSULTANTS, AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE YOOSE TECHNOLOGY OR TO THIS AGREEMENT EXCEED FIVE HUNDRED DOLLARS ($500 USD). THIS PROVISION MAY NOT APPLY TO NEW JERSEY RESIDENTS.
You and YOOSE agree to arbitrate any dispute arising from this Agreement or relating to the YOOSE Technology and the Service, except that you and YOOSE are NOT required to arbitrate any dispute in which either party seeks equitable or other relief for the alleged unlawful use of any Intellectual Property Rights. ARBITRATION PREVENTS A PARTY FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and YOOSE agree: (a) to notify each other of any dispute within thirty (30) days of when it arises; (b) to attempt informal resolution prior to any demand for arbitration; (c) that any arbitration will occur in Singapore; and (d) that arbitration will be conducted confidentially by a single arbitrator in accordance with the Rules of the American Arbitration Association. The state courts in Singapore have exclusive jurisdiction over any appeals of an arbitration award and over any suit between the parties not subject to arbitration. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by this Agreement and the laws of Singapore, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction. Whether the dispute is heard in arbitration or in court, you and YOOSE will not commence against the other a class action, class arbitration or other representative action or proceeding.
a. Termination by YOOSE. Notwithstanding any of the terms of this Agreement, YOOSE reserves the right, without notice and in its sole discretion, to (a) terminate your license to use the YOOSE Technology (b) block or prevent your future access to, and use of the YOOSE Technology. Your license to use the YOOSE Technology may also be terminated without notice and in YOOSE’s sole discretion if your right to use the Service or Site is cancelled or terminated or you are otherwise no longer registered to use the Service or Site. YOOSE may discontinue the YOOSE Technology at any time, in which case this Agreement shall terminate automatically without notice.
b. Termination by Developer. You may terminate this Agreement by ceasing use of the YOOSE Technology and deleting all copies of the YOOSE Technology, including any part of a SDK, in your possession or control. In the event of the termination of this Agreement for any reason: (i) the license granted to you in this Agreement will terminate; and (ii) you must immediately cease all use of the YOOSE Technology and destroy or erase all copies, full or partial, of the YOOSE Technology in your possession or control.
c. Modification or Discontinuance by YOOSE. YOOSE reserves the right to modify or discontinue, temporarily or permanently, the YOOSE Technology or Service, or any features or portions thereof, without prior notice. You agree that YOOSE will not be liable for any modification, suspension or discontinuance of the YOOSE Technology or Service, or any part thereof.
d. Enforcement. In addition to all of YOOSE’s rights and remedies available under YOOSE terms, at law or equity, if YOOSE suspects that your Application violates its Acceptable Use Policy, any other policies by YOOSE, or these terms, your Application may be suspended from making ad calls, may be terminated, or may no longer be accepted in the YOOSE network. YOOSE may also suspend other Applications by you for further investigation, terminate your account, and decline to accept future Applications from you to participate in the YOOSE network.
a. Amendment. YOOSE reserves the right to change or modify any of the terms and conditions contained in this Agreement or applicable policies at any time and in its sole discretion. Any changes or modification will be effective immediately upon posting of the revisions on the Site, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of the YOOSE Technology following the posting of changes or modifications will confirm your acceptance of such changes or modifications. Therefore, you should frequently review this Agreement, the Acceptable Use Policy and any other applicable terms or policies from time to time to understand the terms and conditions that apply to your use of the YOOSE Technology. If you do not agree to the amended terms, you must stop using the YOOSE Technology.
b. Nonwaiver. Any failure by YOOSE to insist upon or enforce performance by you of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance; rather, the provision, right or remedy will be and shall remain in full force and effect.
c. Survival. The respective rights and obligations of the parties under Sections 1, 2, 3, 5, 6, 7, 8, 9, 10, 11, 12 and 14 shall survive any termination or expiration of this Agreement.
d. General. The parties and their respective personnel are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party. You may not assign this Agreement or any right, interest or benefit under this Agreement without prior written consent of YOOSE. Any attempted assignment in violation of the foregoing will be void. Without notice to you, YOOSE may assign or transfer this Agreement, to an affiliate or in connection with a merger, acquisition, divestiture, spin off, change of control, corporate reorganization or similar such transaction or sale of all or substantially all of its assets related to this Agreement. Subject to the foregoing, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by any permitted assignee. If any provision of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement constitutes the complete and exclusive statement of all mutual understandings between the parties with respect to the subject matter hereof, superseding all prior or contemporaneous proposals, communications and understandings, oral or written. In case of any discrepancy between this Agreement and any other terms and conditions, this Agreement shall prevail. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with YOOSE for products, services or otherwise.