App Publishers Terms and Conditions

Last updated: September 13, 2018

 

 

This Publisher Agreement (“Agreement”) is a legally binding and enforceable agreement between Jukko Inc. and its affiliates (“Company” or “Jukko” or “we”) and you, a third-party advertiser (“Publisher” or “Developer” or  “you”). The Publisher is the owner or has legal rights in certain apps (“App”), sites, platforms, network and any other digital assets which are offered to the public by it (collectively the “Inventory”) in which it wishes to implement the mobile advertising services as detailed herein below. This Agreement incorporates the Privacy Policy and together is to be referred to as the “Terms”.

 

Subject to the Agreement, the Publisher may access, download, implement, integrate and use: (i) Company’s software developer kit owned and developed by Company (“SDK”), currently made available at: www.jukko.com (“Site”) or any other applicable integration for the purpose of providing mobile advertising services; (ii) advertisement and materials (“Ads” or “Advertisement”) licensed and provided to Company by its various third-party partners (“Advertiser(s)”); and (iii) the Publisher account enabling the Publisher to access the Dashboard and view, monitor and obtain information regarding the end user’s actions, payment information, etc. (“Developer Account”) (all, collectively shall be defined as the “Service”).

 

ACCEPTANCE OF THE TERMS: By signing up, filling in your information and clicking “SIGN UP” (or any similar language) or by downloading our SDK or using the Service you acknowledge that you have read, understood and agreed to the Terms. You agree to be bound by these Terms and to comply with all applicable laws and regulations regarding your use of the Service. You further acknowledge that these Terms constitute a binding and enforceable legal contract between the Company and you. If you do not agree to all of the Terms herein, please do not sign up, download, or us the service in any manner. You will not be provided with the Services unless and until you have agreed to be bound by the terms. The Service is available only to Publisher’s who are at least thirteen (13) years old and to companies that are appropriately licensed and otherwise legally permitted to conduct business.

 

1.Registration. In order to start using the Service you must first register and create an Account. During the registration, you undertake to provide accurate and complete information. If you provide information that is untrue or inaccurate, the Company may suspend or terminate your Advertiser Account. During the process of registering, you will designate personal and exclusive user name and password which are essential for your access to your Account. You are solely and fully responsible for maintaining the confidentiality of the password and username of your Account and for all activities that occur under your Account. You may not assign or transfer your rights or delegate your duties under the Account without the prior written consent of Company. You must notify the Company immediately of any unauthorized use of your Account or any other breach of security. If you wish to either change your user name or password or any information therein you may do so by going to https://dashboard.jukko.com and selecting “Forgot Password”. If you wish to cancel and remove your Advertiser Account, you may contact us with such specific request. You may delete your Advertiser Account at any time. Please note, even if you delete your Account we may keep information about you and your business activity. For more information on the data collection and deletion process please see our Privacy Policy available at: http://www.jukko.com/policy/privacy-policy/. Deleting your account may cause the loss or unavailability of content, features or capacity with regard to your account, including but not limited to, data regarding advertising and end user actions. Jukko is not liable for any unavailability or loss therein.

 

2. License Grant. Subject to the terms and conditions of this Agreement, the Company grants Publisher with a revocable, limited, non-exclusive, non-transferable non- assignable and non-sublicensable license, during the term of this Agreement, to download access and use the Service and the relevant and necessary components of the Service solely for the purpose of this Agreement (“License”). The License shall be provided solely for the purpose set forth herein, including the integration and implementation of the Service into Publisher’s App, enabling the promotion and display of the Advertisement, providing the Publisher with statistical information, etc. The Publisher acknowledges that using the Service may require additional permissions from the end user that Developer’s App may not originally require. The Publisher acknowledges that the Company collects certain data from the end user, as detailed below, and it is Publishers responsibility to obtain applicable user consent for the collection and share of such data. Further, it is the Publisher’s responsibility to publish the App on the applicable app store (e.g., Google Play, AppStore) (“App Store”) and to comply with the App Stores’ requirements, terms of use and guidelines (“App Store Terms”) including without limitations with regards to obtaining user affirmative consent, disclosing data collection practices and options to opt-out. Company does not represent and warrant that use of the Service will comply with the App Store Terms, and the Company shall have no liability for any costs, or damages incurred to the Publisher as a result of such noncompliance.

 

3. Scope of Service. The Company may, at its sole discretion: (a) determine the scope of the Services provided to the Publisher or otherwise, the features, settings or other tools which are available to the Publisher as part of the Service; (b) modify, correct, amend, update, enhance, improve, remove, replace or make any other changes to, or discontinue, temporarily or permanently, the Service; or (c) cease the operation of the Service or any part thereof, temporarily or permanently without liability to the Publisher. The Publisher further acknowledges and agrees that the Company does not have any obligation to monitor any materials or content available through the Service or App (including without limitations that Advertisement) and the Company has no obligation to provide support, maintenance, updates, upgrades, modifications, or new releases of the Service. Except as provided herein, the company will not be liable for any damages or loss incurred to the publisher, an end user or any other person as a result or in connection with the services or Advertisement. The Publisher’s use of the Services and Advertisements are entirely at its own risk.

 

4. License Restrictions. The Publisher shall not: (a) copy, 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, reproduce, map out, reverse engineer, decompile, unlock, reverse compile, disassemble or create derivative works of the Services except as expressly agreed herein; (b) remove any notices or copyright information from the Service; (c) use the Service for any purpose other than set forth herein; (d) distributing the App via an unauthorized App Store, further, during the registration Publisher shall provide the Company with applicable links to the Apps as available in the applicable App Store; (e) interfere with or disrupt the operation of the Services, or the servers or networks that host or connect with the Services or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (f) forward any data generated from or in connection with the Service without the prior written consent of the Company or transfer or assign the Developer’s Account password, even temporarily, to a third party; or (g) use the Service for any illegal, immoral or unauthorized purpose; and (h) represent that the Developer’s App is certified or otherwise endorsed by Company and may not use the Company name or any other trademarks or service marks of Company without prior written consent. The Publisher’s failure to comply with the provisions set forth may result herein (at the Company’s sole discretion) in the termination or suspension of access to the Service (or any part or feature thereof) and may expose the Developer to civil or criminal liability.

 

5. Company Data. For the purpose of providing the Service the Company shall collect certain data from the end user as detailed in the Company’s Privacy Policy. (“Company Data”). The Company Data is processed for the purpose of providing the Service and profiling the end-use. The Company ensures compliance with applicable privacy laws, including without limitations the General Data Protection Regulations (“GDPR”) with regards to Publishers and end users in the European Economic Area (“EEA”), thus the Publisher hereby undertakes that as a co-controller of the user data it shall comply with the applicable laws, regulations and the DPA requirements.. Further, the collection of certain data sets are designed and based on permission and disclosures presented to the end user as required by applicable privacy laws and App Store which, as between the parties, the Publisher shall be the solely responsible of displaying such disclosure and consent.

 

6. Required End User Disclosures. The Company is solely a service provider and has no contractual relationship or interaction with end users. As part of the binding terms of this Agreement between the Publisher and the Company, the Publisher shall prepare and enter into an agreement with each end user, which governs the relationship between the Publisher and the end user (i.e., Terms of Service and Privacy Policy) (“App Terms”). The Publisher is solely responsible for the content and effectiveness of such App Terms.

 

7. Consent. The Publisher represents and warrants that (i) it shall obtain end user consent for the processing and transfer of Personal Data for the purpose of personalization of ads; (ii) that it has and will abide by a privacy policy that discloses the data collection by third parties and enables the end users to opt-out; (iii) immediately upon implementing the Service and prior to launching the Service, it shall disclose within the App Terms its use of third party services and sharing data with such third parties, such as: “This app may include certain features provided by third parties such as the Jukko Inc., which we may share data with, for more information and opt-out instructions please visit the Jukko Privacy Policy.

 

8. Third Party Service and Advertisement. As part of the Service, Company shall enable the promotion of Advertisers’ goods and service by placing Advertisement on the Inventory (“Third-Party Services”). Publisher may choose the type of Ads (i.e., interstitial ads, banners, video, etc.), its placement and frequency within the App via the Developer Account. The Publisher’s use of the Advertisement and the Third-Party Services, inducing the any exchange of data between the Publisher and the Advertiser, is solely between the Publisher and applicable Advertiser. When using the Service and placing the Ads, the Publisher grants access to the App or other Inventory and collection of data from end users as needed for the purpose of placing the Ads. Some Third-Party Services may also contain cookies or other tracking mechanisms. Company has no control over and is not responsible for any Third-Party Service. The Developer assumes all responsibility and risk of use of any Third-Party Services and it hereby disclaim any and all liability to the Publisher or any third party related thereto.

 

9. Payment and Reports. Subject to Publisher’s compliance with its obligations hereunder and subject to Advertiser’s payment to Company, Company shall pay the Publisher based on a revenue share model (i.e., the Company shall pay Publisher a fixed percentage out of the revenues generated via the Service by displaying the Advertisement via the Inventory). The payment shall be based solely on the Company’s numbers and reports (available through the Developer Account). The payment terms may be updated or revised from time to time. Earnings reports, statistics and related data will be provided to Publisher. Company shall remit payment to the Publisher within thirty (30) days of the end of the applicable calendar month. Payment shall be made via payment options offered in the Developer Account, including without limitation via bank transfer. It is clarified that the payments will be based on actual performance of compliant Ads and end user’s valid actions and interactions with the Third Party Services. The Company’s Reports, books and records shall constitute final evidence regarding actions, downloads, clicks and impressions by end user and the Company reserves the right to withhold payment for any revenue generated from fraudulent activity or invalid activity, as determined by Company in its discretion, during any applicable pay period. The Publisher shall bear any and all taxes in connection with any payments made to Publisher pursuant to this Agreement.

 

10. Term and Termination. This Agreement will commence on the date in which the Publisher accepts these Terms or uses any part of the Service and will continue in perpetuity unless it is terminated as set forth herein. This Agreement may be terminated by either party, with or without a reason, by providing the other party with a 48 hour prior written notice. At any time, the Company may suspend or terminate access to the Service or temporarily or permanently limit, suspend or terminate the Developer Account, for any reason, at its sole discretion, in addition to any other remedies that may be available to the Company under any applicable law. Such actions by the Company may be taken, inter alia, if the Company deems that the Publisher has breached any of the Agreements in any manner. Additionally, the Company may at any time, at its sole discretion, cease the operation of the Service or any part thereof, temporarily or permanently. The Company does not assume any responsibility with respect to, or in connection with the termination of the Service operation and loss of any data. All sections of this Agreement which by their nature are intended to survive the termination of this Agreement shall survive termination or expiration of this Agreement for any reason. Upon termination, the License granted will immediately expire, and the Publisher must cease any use of the Service.

 

11. Limitation of Liability. Except as set forth in this agreement, in no event will Company be liable to the Publisher or any third party for any incidental, consequential, or exemplary damages, including any damages for the use or inability to use the Service, lost data, lost profits, lost revenue or service interruption.

 

12. Indemnification. The Publisher agrees to defend, indemnify and hold harmless the Company Group, from and against any and all claims, damages, losses, costs and expenses (including but not limited to reasonable attorney’s fees) (collectively, “Claims”) brought or made by any person against the Company Group arising from: (i) Publisher’s use of the Service and any part thereof in any manner inconsistent with or in breach of this Agreement; (ii) the Publisher or the applicable Inventory violates any third-party’s right, privacy or intellectual property rights; and (iii) Publisher’s negligence or willful misconduct. The Publisher shall promptly notify the Company Group of a Claim and 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 by Company and provided further that the Publisher shall not assume the control of the defense of a Claim to the extent that determined that (a) a Claim relates to Company’s technology; (b) any relief other than monetary damages is sought against the Company; or (c) there may be a conflict of interest between Publisher and the Company. The Company Group may join in the defense of a Claim with counsel of its choice at its own expense.

 

13. Confidentiality. During the term of this Agreement and for a period of one (1) year thereafter, each party agrees that it will not disclose or use the Confidential Information of the disclosing party without the disclosing party’s prior written consent. Each party agrees that it will take reasonable steps, at least substantially equivalent to the steps it takes to protect its own Confidential Information to prevent the disclosure of the other party’s Confidential Information other than to its employees, affiliates, subsidiaries or other agents who must have access to such Confidential Information for such party to perform its obligations or exercise its rights hereunder, who will each agree to comply with this section. For the purpose of this Agreement “Confidential information” shall mean any information of the disclosing party, whether or not in tangible form, of a private, secret, proprietary or confidential nature, or treated by the disclosing party as such (including by marking such information as confidential or by informing the receiving party in writing of such disclosure of Confidential Information). Confidential information shall not include any information that the non-disclosing party can verify with substantial proof: (1) is generally available or known to the public through no wrongful act of the non-disclosing party; (2) was independently developed by the non-disclosing party; or (3) was disclosed to the non-disclosing party by a third party under no obligation of confidentiality to such party; or (4) is required by law or regulation or pursuant to judicial or administrative process to be disclosed; provided, however, that in such case the receiving party shall promptly notify the disclosing party of the details of the requirement to disclose (with supporting documentation) and allow the disclosing party a reasonable time to oppose or otherwise limit such disclosure.

 

14. Changes to the Services and this Agreement. The Company reserves the right to modify, correct, amend, the Services or these Terms at any time. We will notify you regarding substantial changes of the Terms on the homepage or we will make best efforts to send you an email regarding such material changes to the email address that you provided during registration. Such substantial changes will take effect seven (7) days after such notice was provided on our Site or sent by email. Otherwise, all other changes to these Terms are effective as of the stated “Last Updated” date and your continued use of the Services after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.

 

15. Contact us. If you have any questions or comments concerning this Agreement, you are welcome to send us an email at: support@jukko.com.com or at: Jukko Inc. 300 Mercer St, 4C New York, NY 10003.