Legal

This MoPub SDK License Agreement (“Agreement”) between you and the company or entity that you represent (“You” or “Your”) and Twitter Inc., successor in interest to MoPub, Inc., and its affiliates, including Twitter International Company (together, “MoPub”) governs Your access and use, in whole or in part, of the MoPub software development kit, including the Android, iOS, and Unity versions of the software development kit, and any related documentation, including the documentation located at /resources/docs/, as may be updated by MoPub from time to time (“Documentation”), code (including sample code), tools, and API(s), including any upgrades, modified versions, updates, additions, and copies of the foregoing licensed to You by MoPub (“collectively, SDK”). By downloading, accessing or using the SDK, You hereby agree to the terms of this Agreement. If You are using the SDK on behalf of an entity, You represent and warrant that You have full legal authority to bind that entity to this Agreement, and by accepting the Agreement or downloading, accessing or using the SDK, You are doing so on behalf of that entity, and all references to You or Your in the Agreement refer to that entity. If You do not agree to all of the terms of this Agreement, do not download, access, or use the SDK, or access or use any MoPub Services (as defined below).

License.

Subject to Your compliance with this Agreement, MoPub hereby grants You a limited, worldwide, personal, non-sublicensable, non-transferable, royalty-free, fully revocable, non-exclusive license to use the SDK solely for the purpose of using the MoPub Marketplace service and the MoPub ad serving program (collectively, “Services”) solely in the manner permitted by these terms and subject to the MoPub Policies located at www.mopub.com/legal/.

Restrictions.

Except as expressly permitted by MoPub, You shall not directly or indirectly (or assist or allow a third party to) (i) distribute, sell, sublicense, rent, loan, lease, or transfer the SDK to any third party, (ii) use the SDK to create or facilitate the creation of any product or service that is competitive with the Service or MoPub, including connecting to any other supply side platform or to any third party ad server using the SDK, or (iii) combine the SDK with other software such that You restrict, impede, circumvent, compromise, impact the functionality of or charge for access to the SDK. Further, if MoPub makes available and You use the SDK in compiled form, You shall not copy (except for backup purposes), decompile, disassemble, translate, reverse engineer, modify, adapt, or create derivative works of the SDK (including the runtime components and any other portions thereof).

Device Data.

If You are a publisher, You acknowledge and agree that by accessing or using the SDK and any Services, You agree that the SDK will enable You to exchange information with MoPub, and MoPub may collect and receive information about Your use of the Services and information about Your end users, including end user device information, end user’s browsing behavior and other information as more fully described in the MoPub Policies for Publisher Partners located at www.mopub.com/legal/supply-side-policy/ and the MoPub Privacy Policy located at www.mopub.com/legal/privacy/ (“Device Data”). You further agree that in connection with the Services and Your use of the SDK, MoPub may exchange information that is directly or indirectly collected from You, including Device Data, with third parties who provide services in order to perform and improve the Services.  By using and accessing the SDK, You agree to and shall comply with all applicable laws, rules and regulations. You must provide notice to, and where necessary, obtain consent from, Your end users regarding the scope of collection and sharing of Device Data via the Services with MoPub and third parties, including, for example, device identifiers, IP addresses and location information. Except as expressly set forth herein, unless You have a separate, written agreement with MoPub specifically related to obtaining consent from end users located in the European Economic Area, the United Kingdom or Switzerland (“EU End Users”), you must display, and obtain consent through, the MoPub SDK’s consent solution, in order to serve personalized advertising to EU End Users. You must not alter or modify the MoPub SDK’s consent solution or otherwise attempt to fraudulently pass consent on behalf of the EU End User. You shall also provide such users with clear notice of, and obtain such users’ consent to, the transfer, storage, and use of their information in the United States and any other country where MoPub, our service providers, and our MoPub Partners (as defined in the MoPub Privacy Policy) operate, and shall further notify such users that the privacy and data protection laws in some of these countries may vary from the laws in the country in which such users live. MoPub does not rely upon legitimate interests as a basis for processing personal data for personalized advertising purposes; however, publisher and Supported Advertising Mediation Partners (as defined below) may mutually decide, through a separate written agreement, to rely upon legitimate interests as a legal basis for the processing of personal data for personalized advertising purposes. If You, as a publisher, choose to rely upon legitimate interests as a legal basis for the processing of personal data for personalized advertising purposes, You (i) must have a separate written agreement with the Supported Advertising Mediation Partner expressly permitting You to do so, (ii) shall provide visible notice to users regarding Your reliance on legitimate interests for personalized advertising purposes, and (iii) shall not rely on legitimate interests when a user has affirmatively provided, denied, or withdrawn consent for the processing of their personal data for personalized advertising purposes.

If You are an advertising network using the MoPub SDK to mediate Your network traffic, You acknowledge and agree that by accessing or using the SDK and any Services, You agree to and shall comply with the applicable MoPub policies (currently located at https://www.mopub.com/legal/), including the MoPub Policies for Advertising Demand Partners (located at https://www.mopub.com/legal/demand-side-policy/), as updated by MoPub from time to time, and all applicable laws, rules and regulations. You further agree that if you are a supported advertising mediation partner (“Supported Advertising Mediation Partners”) that is authorized by MoPub to rely upon the MoPub SDK consent solution, You will update your mediation adapter, software development kit, and any other necessary code or APIs to support the MoPub SDK’s consent solution, in accordance with the MoPub documentation, so that You can honor EU End User’s consent choice. You agree that you will not process personal data from EU End Users (or other end users for whom a publisher has decided to obtain consent) without consent or otherwise process personal data from such end users for purposes beyond that authorized by the consent, unless you have other legal grounds for Your personal data processing. MoPub does not rely upon legitimate interests as a basis for processing personal data for personalized advertising purposes; however, publisher and Supported Advertising Mediation Partners may mutually decide, through a separate written agreement, to rely upon legitimate interests as a legal basis for the processing of personal data for personalized advertising purposes. If You, as a Supported Advertising Mediation Partner, choose to rely upon legitimate interests as a legal basis for the processing of personal data for personalized advertising purposes, You (i) must have a separate written agreement with the publisher expressly permitting You to do so, (ii) shall provide visible notice to users regarding Your reliance on legitimate interests for personalized advertising purposes, and (iii) shall not rely on legitimate interests when a user has affirmatively provided, denied, or withdrawn consent for the processing of their personal data for personalized advertising purposes.

Impression Level Reporting.

MoPub may offer impression-level data, including estimated revenue, ad placement, demand source, currency, country information and other ad response data delivered through the SDK and associated with an ad impression from an advertising demand source, to publishers that have been approved by MoPub in connection with the Services and the SDK (“Impression Level Reporting”). If You are approved by MoPub to receive Impression Level Reporting, which approval shall be in MoPub’s sole discretion, MoPub will enable access to this reporting feature as part of the Services and in connection with Your use of the SDK.

By integrating the SDK and enabling the Impression Level Reporting feature, You acknowledge and agree that You will access and use Impression Level Reporting data solely for Your internal business purposes in connection with the Services and in accordance with the provisions of this Agreement, the MoPub Policies and all applicable laws, rules and regulations, including applicable privacy and data protection laws.  You further agree that You will not, and will not allow any third party, to (i) intercept or obtain any Impression Level Reporting data, including the value of an ad or impression, to circumvent or compete with the Services; (ii) intercept or obtain any impression-level revenue data, including to determine the value of an ad or impression, prior to the impression being rendered, to directly or indirectly use the information to dynamically, programmatically or otherwise choose whether to allocate the impression to MoPub; (iii) access or use any Impression Level Reporting data for purposes not expressly authorized herein; (iv) reverse engineer, decompile, triangulate or modify any Impression Level Reporting data to obtain, determine or infer any information beyond the data fields provided through the SDK, including MoPub’s confidential information, pricing information and the identity of any MoPub partners not included by name in the Impression Level Reporting; or (v) combine, commingle, correlate, associate or merge any Impression Level Reporting data with personally identifiable information without legal consent or beyond the purposes authorized by any consent provided by end users, unless You have other legal grounds to do so.

MoPub makes no guarantee regarding the accuracy, delivery and completeness of any Impression Level Reporting or the performance or results of such reporting.  You agree that MoPub will not be responsible for any damages or losses that result from Your use of Impression Level Reporting, whether in connection with the Services, Your applications or other third party services.  You further agree that if You elect to access Impression Level Reporting feature, You will integrate, maintain and update Your SDK in accordance with the Documentation. MoPub reserves the right in its sole discretion to modify, suspend or discontinue, temporarily or permanently, Your access to Impression Level Reporting, without prior notice, and MoPub will not be responsible for any damages or losses in connection with any such modification, suspension or termination.

If You are an advertising network, You acknowledge and agree that you may exchange Impression Level Reporting data with MoPub and MoPub may freely provide such reporting to publishers and partners in connection with the Services.  You agree that MoPub will not be responsible for any damages or losses relating to the exchange or disclosure of Impression Level Reporting, including any discrepancies or inaccuracies in reporting to any publishers or third parties.

Ownership

As between the parties, title, ownership, and all intellectual property rights in and to the SDK, and any copies or portions thereof, shall remain with MoPub and its suppliers or licensors. You may not assign or transfer Your rights or obligations granted under this Agreement to any third party without the prior written consent of MoPub. MoPub may collect and use comments, feedback, suggestions, and other information provided by You, if any, related to the SDK, and MoPub may use this information to improve, develop, and otherwise provide applications, services and technologies without any obligation to You. MoPub may modify or discontinue offering the SDK at any time. The SDK is protected by the copyright laws of the United States and international copyright treaties. Nothing in this Agreement gives You a right to use any of MoPub and its affiliates’ trade names, trademarks, service marks, logos, or other distinctive brand features and other intellectual property. MoPub reserves all rights in the SDK not expressly licensed above.

Third Party Software and Services

The SDK may include third party software provided by Integral Ad Science, Inc. (“IAS”) and Moat, Inc. (“Moat) to support third party services that IAS and Moat make available to participants in the Services, including to You, advertisers, agencies, ad networks, and demand side platforms. You have the option to disable or remove IAS’s and/or Moat’s software by following the opt-out instructions provided in our Documentation. By integrating the SDK without disabling or removing this third party software, You acknowledge and agree that IAS’ privacy policy (currently located at https://integralads.com/privacy-policy/) and IAS’ SDK license agreement (currently located at https://integralads.com/sdk-license-agreement), and Moat’s privacy policy (currently located at https://moat.com/privacy), Moat’s terms of service (currently located at https://moat.com/terms), and Moat’s SDK license agreement (currently located at https://moat.com/sdklicense.txt), respectively, as may be updated by IAS and Moat from time to time, apply to Your integration and use of their software.

Updates and Support.

If MoPub makes available any upgrades, patches, enhancements, or fixes for the SDK (“Updates”), such Updates will become part of the SDK and subject to this Agreement. MoPub shall have no obligation to provide any Updates or any other support to You for the SDK. MoPub may make such support services available to You under a separate agreement and/or for a fee. MoPub may permanently or temporarily stop providing the SDK, features within the SDK, or support for the SDK at MoPub’s sole discretion, without prior notice.

Warranty and Disclaimer; Indemnity.

MOPUB PROVIDES THE SDK “AS IS” AND WITHOUT WARRANTY OF ANY KIND, AND MOPUB HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AVAILABILITY, COMPATIBILITY, AND NON-INFRINGEMENT. YOUR USE OF THE SDK AND ANY DATA (INCLUDING IMPRESSION DATA) OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA, LOST PROFITS OR REVENUE THAT DIRECTLY OR INDIRECTLY RESULTS FROM SUCH USE. You agree to indemnify, defend and hold harmless MoPub, its licensors, independent contractors and suppliers, and its and their agents, directors, officers, and employees from and against any and all third party claims, demands, damages, losses, liabilities, costs, and expenses (including attorney’s fees) arising out of, related to or which may arise from Your use of the SDK, Your use of the Impression Data, or your breach of this Agreement.

Limitation of Liability.

UNDER NO CIRCUMSTANCES (AND UNDER NO LEGAL THEORY, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL MOPUB, ITS AFFILIATES, LICENSORS OR SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF FORESEEABLE, INCLUDING COST OF SUBSTITUTE TECHNOLOGY, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, OR ARISING OUT OF OR RELATING TO USE OF THE IMPRESSION DATA. NOTHING IN THIS AGREEMENT WILL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY IN RESPECT OF: (A) DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF THAT PARTY; (B) FRAUD (INCLUDING FRAUDULENT MISREPRESENTATION); OR (C) ANY LIABILITY WHICH MAY NOT OTHERWISE BE LAWFULLY EXCLUDED OR LIMITED.

Termination.

You may terminate this Agreement and the license granted herein at any time by ceasing Your use of the SDK and destroying or removing from all hard drives, networks, and other storage media all copies of the SDK and Impression Data. MoPub may terminate this Agreement and the license granted herein and immediately disable Your use of and access to MoPub Services if You breach any provision of this Agreement. Sections 2 through 10 shall survive termination of this Agreement.

Export Controls.

You shall not distribute or export the SDK outside the United States in a manner that is prohibited by applicable export laws, restrictions, and regulations. You represent and warrant that You (i) are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services; (ii) are not identified as a “Specially Designated National;” by the Office of Foreign Assets Control; (iii) are not placed on the U.S. Commerce Department’s Denied Persons List; and (iv) will not access or use any Program if any applicable laws in Your country prohibit You from doing so in accordance with this Agreement.

Miscellaneous.

MoPub may modify the terms of this Agreement or any additional terms that apply to the SDK and the Services at any time and it is Your responsibility to look at the Agreement regularly for updates. You shall not assign or transfer any part of this Agreement to any third party. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. If any provision of this Agreement is to be held unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. If there is conflicting language between this Agreement and any other agreement governing Your use of the SDK, the terms of this Agreement will control. As used herein, the terms “include” and “including” mean “including without limitation.” This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without reference to conflicts of laws principles. The parties agree that the federal and state courts in San Francisco, California will have exclusive jurisdiction and venue under this Agreement, and the parties hereby agree to submit to such jurisdiction exclusively.

Effective: May 20, 2019