These Terms & Conditions (The "Agreement") is made by and between OPENMEDIATION CO., LIMITED. (“OpenMediation”, “we”, “us”) and you (“Developer”). OpenMediation and Developer, each will be referred to as a “Party” and, collectively as the “Parties” herein after. This Agreement sets forth the general terms and conditions of your use of the OpenMediation Website or its Services (collectively, "Website", "Services", “OpenMediation Mediation”, or products or services (collectively, "Website", "Services", or “OpenMediation Mediation”).
1. Make commercially reasonable efforts to include data and services so as to enable Developer to call and serve ads originating from OpenMediation Service.
2.Provide Developer with Server-based OpenMediation application programming interfaces (“API”) functionality so that Developer can receive the report including Ads requests received, Ads served and Earnings.
3. OpenMediation hereby grants Developer a limited, non-exclusive, royalty-free, non transferable, non-sub-licensable, revocable license to publish and display Ads on Developer’s mobile applications (“App”) and/or websites (“Developer’s Properties”) in an unmodified form and use the then-current version of the OpenMediation software development kit (“SDK”), subject to the restrictions set out for the respective Ad campaign. With this license Developer may use the OpenMediation API solely as a means of communication between OpenMediation and Developer. OpenMediation may revoke Developer’s license at any time in the case of Developer’s breach of the Agreement, by giving Developer written notice. If not revoked, this license shall terminate upon expiration or termination of this Agreement. This shall not transfer any right, title, or interest from OpenMediation. Except for the foregoing license, OpenMediation and its suppliers retain all right, title, and interest to OpenMediation.
1. You must be at least 18 years of age to use this Website. By using this Website and by agreeing to this Agreement you warrant and represent that you are at least 18 years of age. If you create an account on the Website, you are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. Providing false contact information of any kind may result in the termination of your account. You must immediately notify us of any unauthorized uses of your account or any other breaches of security. We will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.
2. Developer warrants that: (a) it has full power, authority to perform the Agreement and the execution of the Agreement does not and will not violate any agreement to which it is a party or is bound to; (b) the performance of its rights and obligations under this Agreement shall not violate any restrictions of any applicable laws, nor infringe upon the lawful rights and interests of any third party other than This Agreement.
3. Developer shall provide OpenMediation with mobile applications (“App”) or websites legally owned or managed by it, and Developer ensures that mobile applications (“App”) or websites can function properly. In the case of any breakdown, including but not limited to, failure display of Advertiser’s Ads, failure to click, download or install etc., Developer shall handle the faults and notify OpenMediation within five (5) hours upon discovery. In the event that OpenMediation detects faults, Developer shall work with OpenMediation to deal with faults within five (5) hours upon OpenMediation’s notification.
4. Developer shall provide OpenMediation with true and effective users. Developer is not allowed to increase its income by any false or fraudulent means (including, but not limited to, using software or manual means to maliciously click OpenMediation SDK, tricking the user into clicking OpenMediation SDK, and so on). Earning generated from Fraudulent Traffic will not be paid.
5. In the event of change to the Developer Properties or any action that may change the expected Inventory OpenMediation receives from Developer’s mobile applications or websites, Developer shall inform OpenMediation at least five (5) business days in advance. If OpenMediation does not agree to the change, and the Parties fail to reach agreement within five (5) business days after Developer's notice, OpenMediation has the right to terminate this Agreement within fifteen (15) business days after Developer's notice. Developer’s failure to inform OpenMediation as agreed shall be deemed as breach of the Agreement. Developer agrees that OpenMediation is not liable for the Developer Apps or websites, including without limitation the content, and OpenMediation is under no obligation to monitor or edit the Developer Apps or websites
6.Developer grants to OpenMediation a non-exclusive, royalty free, worldwide license to utilize the names of Developer, Developer’s Apps and websites, trademarks, titles, and logos, as the same may be used from time to time, to advertise, market, promote, and publicize. This license shall terminate upon the expiration or termination of this Agreement. OpenMediation may still list the Developer as a partner or customer on OpenMediation’s websites and other marketing materials. This shall not transfer any right, title, or interest in or to the Developer Properties. Except for the foregoing license, Developer retains all right, title, and interest in and to the Developer Properties.
Developer will be paid Earnings by OpenMediation as stipulated below:
1. Earnings will be calculated based on OpenMediation’s data report. OpenMediation shall provide the report and bill to Developer at 15 a month. Developer is entitled to check the statistics of Revenue periodically via OpenMediation Platform. Developer agrees to accept the statistics provided by OpenMediation as the official basis for measuring the Revenue. Developer further acknowledges that in some cases, OpenMediation will need to make adjustments to displayed statistics due to specific contractual provisions (e.g., Fraudulent Activities), statistical errors or third party tracking specifically agreed by both parties. The Parties agree that OpenMediation shall not make any payment (and shall have no liability to Developer) when Ads are completed by Fraudulent Activities as solely determined by OpenMediation.
2. OpenMediation will pay the Earnings in USD within forty-five (45) days after the end of each calendar month, and we have the requirement of the minimum amount payment. For wire transfer, the threshold of payment is one thousand USD ($1000), and for PingPong or PayPal transfer, the threshold of payment is three hundred USD ($300). Payments below the minimum amount will be carried forward to the next calendar month until they exceed the minimum amount. In the case of termination of this Agreement, any unpaid due amount shall be paid to Developer in accordance with the provisions of Section 3 regardless of the amount reached to the minimum amount or not.
3. OpenMediation is entitled to withhold or suspend the payment of Earnings in the event that OpenMediation believes fraud traffic happened, unless and until Developer provides sufficient evidence convincing OpenMediation of the validity of such traffic. "Fraudulent traffic" means any deposits or traffic generated through illegal means or in bad faith to defraud OpenMediation. Fraudulent traffic includes but is not limited to spam, false advertising, applying automatic redirecting of visitors, blind text, or misleading links, forced clicks, bots, or any other automatic process or method that generates a user activity without a conscious and willful action of a user, creating fake impressions, clicks, views, and installs generated by a person, a robot, an automated program, or any equivalent or similar mechanism having an equivalent or similar effect; deposits generated by stolen credit cards, collusion, manipulation of the services, system, bonuses or promotions not approved by OpenMediation, offers to share the Earnings, directly or indirectly, with use and any other unauthorized use of any third party accounts.
4. Each Party shall respectively bear the bank charges from its side. In the event that Developer requires OpenMediation to pay by Paypal it shall bear all the costs. The Parties agree that any taxes to be borne by a party according to applicable laws in connection with the execution and performance of this Agreement shall be paid by that party.
5. Amounts payable to Developer under this Agreement will be paid to Developer’s designated bank account registered in OpenMediation Platform.Developer must register and update the bank account information in time, otherwise OpenMediation shall not bear any liability of late payment therein.
1. Prohibited Content. Don't integrate or display ads in apps or websites that contain or promote any content as follows: a. Illegal products, services or activities. b. Misleading, deceptive, sensational or excessively violent content. (This includes deceptive claims (such as false news), offers, or business practices. Sensational content may include content which promotes, glorifies, or encourages binge drinking.) c. Discriminatory practices: apps and websites must not discriminate or encourage discrimination against people based on personal attributes such as race, ethnicity, color, national origin, religion, age, sex, sexual orientation, gender identity, family status, disability, medical or genetic condition. d. Tobacco Products: apps and websites must not promote the sale or use of tobacco products and related paraphernalia. e. Drugs and Drug-Related Products: apps and websites must not promote the sale or use of illegal, prescription, or recreational drugs. f. Unsafe Supplements: apps and websites must not promote the sale or use of unsafe supplements, as determined by OpenMediation in its sole discretion. g. Weapons, Ammunition, or Explosives: apps and websites must not promote the sale or use of weapons, ammunition, or explosives. h. Adult Content, Products or Services: apps and websites must not contain adult content, products or services. This includes nudity, depictions of people in explicit or suggestive positions, sexual tips or fetishes, casual dating, or activities that are overly suggestive or sexually provocative. i. Surveillance Equipment: apps and websites must not promote the sale of spy cams, mobile phone trackers or other hidden surveillance equipment. j. Hacking or cracking. k. Apps and websites that promote or facilitate online real money gambling, real money games of skill or real money lotteries, including online real money casino, sports books, bingo, or poker, are only allowed with prior written permission l. Don't display ads on apps or websites that are not fully-functional or that provide an unexpected, disruptive, or misleading experience. This includes apps and websites that contain a disproportionate volume of ads relative to content, or ads that drive a negative user experience such as ads that are highly sexual, visually shocking, or promote scam. m. Apps may not spam digital distribution platforms, which includes uploading multiple or similar versions of an app. Apps also must not omit basic information about the app, such as screenshots of the user interface or a description. n. Don’t disseminate spyware, malware, or any software that results in an unexpected or deceptive experience. This includes links to sites containing these products. 0. Apps and websites containing any content which infringing any third party’s legal rights.
2. Prohibited Advertising a. Don’t place ads where people are likely to accidentally click (ex: placing ads where people randomly click or place their fingers, such as near buttons). b. Don’t include ads that cover up or hide any area of interest during typical interaction. c. Don't interfere with the interface flow resulting from ad interaction or suppress views that pop-up as a result of such interaction. d. Don’t remove, obscure, or minimize any ad in any way without our written permission. e. Don’t edit, modify, filter, truncate or change the order of the information contained in any ad without our written permission. f. Don’t "crawl", "spider", index or in any non- transitory manner store or cache information obtained from any ads.
3. Proper use of OpenMediation Mediation a.Ensure the ad call always contains accurate information about your approved app or site. This includes but is not limited to placement size and top-level URL. b.Ensure that only ad titles, URLs, Call-to-Action, and image assets are clickable (i.e., white space and the background of an ad must not be clickable). c.Ensure ads are clearly distinguishable from other content within your app. d. Ensure that clicking an ad is not the only way to exit a screen. e. Ensure you implement OpenMediation Mediation in a way that delivers the expected clicks, impressions or conversion (i.e., avoid implementing OpenMediation Mediation in a way that artificially inflates clicks, impressions or conversions). For example, don’t use automated, deceptive, fraudulent or other invalid means (ex: through repeated manual clicks or the use of bots) to artificially inflate clicks, impressions or conversions, and ensure that one click on an ad only logs one click. f. Don't integrate or display ads in apps or websites whose traffic is generated from automated processes (i.e., don't use OpenMediation Mediation if you use spiders or any other non-human traffic to drive people to your app or site). g. Don’t stack multiple ads in a single ad placement. h. Don't direct people to pages where they do not express an intent to be directed. i. Don't place misleading labels near ads (ex: "Top Offers" or "Favorite Apps"). j. Don’t make deceptive claims that encourage or mislead people into clicking on ads. k. Don't encourage people to engage with ads because it will help your app or site directly (ex: don't ask people to support you by engaging with ads). l. Don't incentivize people to view or click on an ad, or give the impression that viewing or clicking on an ad will be rewarded. This policy does not apply to Rewarded Video ads. m. Additional Policies for Rewarded Video ads: I. Users must proactively opt-in to viewing each ad at the time each ad is served. Acceptable opt-ins include but are not limited to a tap-to-play interaction, or a countdown timer. Offering a one-time opt-in to viewing all rewarded ads is not acceptable. Proactive opt-in requires 1) clear disclosure of the reward and 2) ability to close or exit the ad without closing the app after the disclosure. II. Don't offer people monetary compensation or cash equivalents in exchange for viewing the ad. This includes but is not limited to gift cards, cryptocurrencies or in-app tokens or credits that are able to be redeemed for real money by the user or subsequent users. III. You can only offer users rewards for watching ads. Don’t offer rewards for user activity outside of watching the ad. This includes but is not limited to offers for rewards for downloading an app or other deep funnel conversion events. IV. Don't offer rewards that can be transferred between users. This includes but is not limited to gifts or tipping mechanisms. V. You may offer random rewards, but the probability of winning the reward must be disclosed to the user, previous to the explicit opt-in, in clear readable text. Each ad must communicate the probability of winning on the call- to-action; blanket disclosures within the app are not compliant. VI. Ensure you deliver the reward immediately after a person finishes viewing the ad, and that the reward is redeemable from within the app or site where the ad was placed. VII. Do not disable or alter users' ability to close, skip or exit rewarded video experiences. VIII. If users choose NOT to watch a rewarded video ad, do not show them an interstitial ad instead IX. If users choose to close the ad before the end, or use a report/hide flow to dismiss the ad, you may not grant them the reward. X. Don't encourage people to install programs that inject ads. XI. Don't show ads before the user reaches the phone's home screen . XII. Don't modify, translate, create derivative works of, or reverse engineer any SDK or its components. XIII. Comply with all applicable laws, regulations. XIV. Don't automatically refresh OpenMediation Mediation ads. Don't manually re-request Advertisers' assets for an ad or display OpenMediation Ad Network ads through a mediation platform that implements automatic refresh mechanisms.
4. Things you should know a.We reserve the right to reject, approve or remove any Developer, Publisher or app or site for any reason, in our sole discretion, including Developers, Publishers and apps and websites that negatively affect our relationship with our users or advertisers, or that promote content, services, or activities, contrary to our competitive position, interests, or advertising philosophy. These guidelines are subject to change at any time. b.We may limit or remove your access to OpenMediation Mediation if our systems detect possible violations of our ads policy or potential harm to our advertisers and/or users. For example, if our systems detect abnormal behaviors, we may suspend your use of OpenMediation Mediation to confirm compliance with our terms and policies (ex: to check for a possible incentivizing violation, or to ensure you've properly implemented OpenMediation Mediation to avoid artificial clicks, impressions or conversions). c.Apps or websites that serve ads with violation of any term of OpenMediation Mediation ads policy will be removed from OpenMediation Ad Network. d.Content that does not meet our OpenMediation Platform‘s policies may be ineligible for monetization. e.We analyze every impression and click for patterns of abuse. If we determine that a publisher account might pose a risk to our advertisers, we may disable that account to protect our advertisers' interests. f.From time to time, we may provide new or updated OpenMediation Platform‘s Policies. You agree to comply with these standards, including any instructions or notices we may provide you relating to quality.
In addition to other terms as set forth in the Agreement, you are prohibited from using the Website or its Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
Depending on your location, data transfers may involve transferring and storing your information in a country other than your own. You are entitled to learn about the legal basis of information transfers to a country outside the European Union or to any international organization governed by public international law or set up by two or more countries, such as the UN, and about the security measures taken by us to safeguard your information. If any such transfer takes place, you can find out more by inquiring with us using the information provided in the contact section.
1.OpenMediation retains all rights, title and interest in and to all its intellectual property rights including without limitation trade secrets, designs, trademarks, patents, copyrights, goodwill, and moral rights. Other than the distribution rights granted herein, nothing in the Agreement shall grant Developer any right, title or interest in any of OpenMediation's intellectual property. The parties understand and agree that OpenMediation is the sole owner of any and all intellectual property rights, end user data and other intellectual property rights associated with the Advertisements. Developer will not assert any proprietary rights in or to OpenMediation's intellectual property or any element, derivation, adaptation, variation or name thereof. The provisions of this Intellectual Property Rights section shall survive the termination of the Agreement.
You agree that your use of our Website or Services is solely at your own risk. You agree that such Service is provided on an "as is" and "as available" basis. We expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non -infringement. We make no warranty that the Services will meet your requirements, or that the Service will be uninterrupted, timely, secure, or error-free; nor do we make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy or reliability of any information obtained through the Service or that defects in the Service will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data. We make no warranty regarding any goods or services purchased or obtained through the Service or any transactions entered into through the Service. No advice or information, whether oral or written, obtained by you from us or through the Service shall create any warranty not expressly made herein.
1.Each party (the "Indemnifying Party") shall defend, indemnify and hold harmless the other party and its directors, officers, employees, and agents (the "Indemnified Party") from and against any and all liabilities, losses, damages, costs and expenses (including resonable attorneys’ fees and expenses) associated with any claim of action brought against the Indemnified Party arising out of or related to a breach by the Indemnifying Party of its obligations or warranties as set forth in this Agreement.
2.Limited Liability. To the maximum extent permitted by the laws applying in the country where the Developer has its seat, except for damages caused by willful intent or gross negligence of either Party, damages relating to breaches of confidentiality, intellectual property obligations or data privacy obligations, the total liability of any Party for any claim arising out of or relating to This Agreement, regardless of the form of the action, relating to the services will be limited to an amount greater of one dollar or any amounts actually paid in cash by you to OpenMediation for the prior one month period prior to the first event or occurrence giving rise to such liability. Notwithstanding the foregoing neither Party will be liable for indirect, special, incidental, punitive, or consequential damages arising out of or related to this Agreement, however caused and under whatever cause of action or theory of liability, even if such Party has been advised of the possibility of such damages.
1.This agreement comes into effect when you create your OpenMediation account, and shall remain in force and effect until terminated as set forth hereunder.
2.Termination. (a) Either Party may terminate this Agreement at any time with or without cause by ten (10) business days prior written notice. (b) Either Party may terminate the Agreement for cause with immediate effect upon written notice to the other Party if the other Party is in breach of one of its material obligations under the Agreement, provided that the breaching Party has not cured such breach within five (5) business days after receipt of a written (email suffices) notice of the breach from the other Party. The repetitive (i.e., at least three times) breach of one and the same non-material obligation of a Party shall be deemed a breach of a material obligation by that Party for the purposes of this termination clause.
3.Effect of Termination. Upon termination of the Agreement, whether with or without cause, all rights and licenses granted to Developer shall immediately terminate. Developer shall remove all of the Creatives, deactivate and as soon as reasonably practicable release updated versions of the games and Developer Properties that have deleted the OpenMediation SDK from the Developer Properties, provided that OpenMediation acknowledges and agrees that legacy versions of the Developer Properties shall exist with the OpenMediation SDK where end-users have not updated the underlying game and Developer shall have no responsibility or liability with respect to such legacy versions.
The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of Singapore without regard to its rules on conflicts or choice of law. Any disputes arising out of or in connection with this Agreement should be discussed by the Parties at the first instance through direct good faith discussions. In the event that no resolution acceptable to both Parties can be concluded within thirty (30) days from their commencement, each Party has the right to refer any remaining dispute to the Singapore International Arbitration Centre(“SIAC”) and be referred to and finally resolved by arbitration under the SIAC Rules then in force. The arbitration shall take place in Singapore. The arbitration shall be conducted on a confidential basis. The Arbitrator shall be one. The arbitral award shall be final and binding on both Parties.
1. Independent Contractors. The Parties are independent contractors, and neither party will be deemed to be an employee, agent, partner, or legal representative of the other. Neither party will have any right, power or authority to create any obligation or responsibility on behalf of the other.
2. Waiver. The failure of a party to require performance by another party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
3. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
4. Notice. Termination notices and notices making claims for Damages or indemnification must be made in writing and signed by the notifying Party; any other notices may be sent in text form by email. Notices to a Party shall be sent to the postal and electronic mail addresses set forth in the Agreement, or such different address as a Party may designate in writing and signed by that Party to the other Party during the Term.
5.Language. This Agreement is executed in English. If necessary, it may be translated into Simplified Chinese. However, should there be any conflict, ambiguity, inconsistency between English and Simplified Chinese versions, the English version shall prevail.
6. Assignment. You may not assign, resell, sub-license or otherwise transfer or delegate any of your rights or obligations hereunder, in whole or in part, without our prior written consent, which consent shall be at our own sole discretion and without obligation; any such assignment or transfer shall be null and void. We are free to assign any of its rights or obligations hereunder, in whole or in part, to any third-party as part of the sale of all or substantially all of its assets or stock or as part of a merger.
7. Changes and amendments. We reserve the right to modify this Agreement or its policies relating to the Website or Services at any time, effective upon posting of an updated version of this Agreement on the Website. When we do, we will revise the updated date at the bottom of this page. Continued use of the Website after any such changes shall constitute your consent to such changes.
8. Acceptance of these terms. You acknowledge that you have read this Agreement and agree to all its terms and conditions. By using the Website or its Services you agree to be bound by this Agreement. If you do not agree to abide by the terms of this Agreement, you are not authorized to use or access the Website and its Services.
9. Dispute resolution. The formation, interpretation, and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of Singapore without regard to its rules on conflicts or choice of law. Any disputes arising out of or in connection with this Agreement should be discussed by the Parties at the first instance through direct good faith discussions. In the event that no resolution acceptable to both Parties can be concluded within thirty (30) days from their commencement, each Party has the right to refer any remaining dispute to the Singapore International Arbitration Centre(“SIAC”) and be referred to and finally resolved by arbitration under the SIAC Rules then in force. The arbitration shall take place in Singapore. The arbitration shall be conducted on a confidential basis. The Arbitrator shall be one. The arbitral award shall be final and binding on both Parties.
If you have any questions about this Agreement, please contact us. monetize@openmediation.com This document was last updated on June 12, 2020