Mobvista Publisher Agreement
Please read the following and make sure you fully understand these terms and conditions. By clicking on ‘accept terms’ and registering to our service you are accepting these terms and are bound to them. If you do not agree to all or parts of these terms you may choose not to use or access the Mobvista services.
Whereas, the parties wish one or more of Mobvista’s software development kits to be integrated into Developer’s application and that Developer shall publish the integrated application to end users to allow such end users to view ads and generate searches;
Whereas, the parties wish that Mobvista shall collect money from Mobvista’s suppliers of search services and ad networks, shall pay a certain fee to Developer as provided herein, and shall retain the rest;
Now therefore, it is hereby agreed as follows:1. Definitions
Developer – An app developer registered to the Services pursuant to the terms of this Agreement.
Mobvista – Mobvista and any of its assignees and successors.
Services – Facilitating End Users to generate searches and view ads through their mobile devices.
Website – Mobvista’s website at www.Mobvista.com.
End User – A person or entity that has downloaded an Integrated Application from an application store.
Application – an application developed by Developer.
Integrated Application – an Application in which the Mobvista SDK is embedded or in which Mobvista displays ads.
SDK/Mobvista SDK - a software development kit provided by Mobvista to Developer pursuant to the terms of this Agreement, as may be updated by Mobvista from time to time in its sole discretion.2. Registration
As a condition to using the Services, Developer shall be required to register with Mobvista and enter Developer’s email address. During such registration process, Developer agrees to provide true, current and complete information and to promptly update the information. If Developer provides information that is, or Mobvista believes is, untrue or inaccurate, Mobvista may suspend or terminate Developer’s account.
During the process of subscribing to the Services, Developer will designate personal and exclusive user name and password which are essential for Developer’s access to Developer’s account. Developer shall keep the user name and password in strict confidence and shall not reveal them to any third party. Developer acknowledges that Developer shall be responsible for all activities that occur under Developer’s user name and password, whether or not authorized by Developer. Mobvista will not be liable for any loss or damage arising from Developer’s failure to comply with this provision, and shall not be liable for actions taken by others who access Developer’s account.3. Parties’ Obligations
In connection with the performance of the Services, Mobvista will provide Developer with an SDK, with a unique developer ID to serve as an identifier for downloads and revenue created.
Once Developer implements the Mobvista SDK in its Application, and once the End User downloads the Integrated Application to its device, all or part of the following properties will be added to the End User device (depends on integration)
InApp Ads - Ads will be presented within the application
In respect of Android cell phones, Developer acknowledges that the Mobvista SDK may require additional permissions that Developer’s Application may not originally require.
The homepage may be changed at any point by the End User. Changing of the homepage will have no effect on the downloaded Application.
It is the Developer’s responsibility to publish the Integrated Application on one or more application stores. Each application store besides Google Play requires Mobvista’s permission.
It is the Developer’s responsibility to comply with the terms and conditions applicable to each application store where the Integrated Application is published. Mobvista does not warrant or guarantee that use of the Mobvista SDK as part of the Integrated Application will comply with the requirements of any application store’s terms and conditions, and Mobvista shall have no liability to Developer for any costs, liabilities, or damages incurred to Developer as a result of such noncompliance.4. Accepted applications
Mobvista reserves the right to reject/remove from its Service any type of Application in Mobvista’s sole discretion.5. Payment terms
Subject to Developer’s compliance with its obligations hereunder and as a sole and absolute consideration therefore Mobvista will pay Developer in the following model. Mobvista reserve the right of final interpretation.
Revenue Share generated by in-app ads.
Pay Per Download
A download shall be deemed successful when a complete application download has been made and the Mobvista reporting system counted a successful install (based on a unique device ID and unique developer ID).
For each download, up to a maximum of 1,000,000 downloads, Mobvista will pay according the rates which appear in Mobvista’s developer portal: http://dev.mobvista.com, which are subject to change from time to time. Mobvista reserves the right to change the Pay Per Download rate paid per developer/app/geographical distribution, based on performance and actual results.
The downloads will not be counted as a valid install add: if it is a fraudulent or automated downloads and fraudulent or automated search activity.
Developer shall bear any and all taxes in connection with any payments made to Developer pursuant to this Agreement. In the event that pursuant to any law or regulation, tax is required to be withheld at source from any payment made to Developer, Mobvista shall withhold said tax at the rate set forth in the certificate issued by the appropriate taxing authority and provided to Mobvista by Developer, or in the absence of such certificate, at the rate determined by said law or regulation.
Earnings reports are presented in the developer’s portal. Based on such report, Mobvista shall remit payment to Developer within thirty (30) days of the end of the applicable calendar month. Payment shall be made via payment options offered in the portal. Mobvista reserve the right to update the payment alternatives at any time.
Payments will be based on actual performance of non-incentivized ads. Mobvista reserves the right to require Developer to present a valid and eligible live applications which generated reported downloads and impressions.6. Reporting measures
Mobvista’s books and records shall constitute final evidence regarding downloads of the Integrated Applications counted by Mobvista for the purpose of calculating the consideration due to Developer hereunder.7. Warranties
Mobvista Disclaimer of Warranties - Developer agrees that the Services, the Mobvista SDK and all content on the Website are provided “As Is„ and without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. Mobvista does not warrant the results of use of the Services, including, without limitation, the results of any search generated by an End User, and Developer assumes all risk and responsibility with respect thereto.
Developer Warranties - Developer represents and warrants to Mobvista that: (i) it is a business and not a consumer; (ii) Developer has the right, power and authority to enter into this Agreement and perform Developer’s obligations under this Agreement, and if Developer is an individual (i.e., not a corporation), Developer is over the age of eighteen (18); (iii)Developer is the owner of the Application designated in connection with the use of Services or is legally authorized to act on behalf of the owner of such Application for the purposes of this Agreement; (iv) Developer’s Application and any material displayed therein comply with all applicable laws, statutes, ordinances and regulations, do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories, and are not hate-related in content.8. Limitation of Liability
IN NO EVENT SHALL Mobvista BE LIABLE TO DEVELOPER OR ANY OTHER PERSON FOR ANY DAMAGES RELATING TO INFRINGEMENT OR FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE, EVEN IF Mobvista HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Mobvista’S ENTIRE AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE), SHALL BE LIMITED TO THE NET REVENUES ACTUALLY RECEIVED BY Mobvista IN CONNECTION WITH THE INTEGRATED APPLICATION DURING THE SIX (6) MONTH PERIOD PRIOR TO THE DATE OF THE RELEVANT CLAIM. Mobvista SHALL NOT BE LIABLE TOWARDS DEVELOPER IN THE EVENT THAT ANY APPLICATION STORE SHALL NOT ALLOW THE DOWNLOAD OF THE Mobvista SDK.9. Indemnification
Developer agrees to indemnify, hold harmless and defend Mobvista and its shareholders, subsidiaries, directors, officers, employees and agents from and against any action, claim, demand, dispute, or liability, including reasonable attorney’s fees and costs, arising from or relating to: (i) Developer’s breach of this Agreement including any misrepresentation of Developer, (ii) any negligence or willful misconduct of Developer; (iii) any allegation that the Application infringes a third party’s patent, copyright, trademark or other proprietary or intellectual property right, or misappropriates a third party’s trade secrets due to an act or omission of Developer; or (iv) any action or conduct of Mobvista undertaken pursuant to this Agreement resulting in a third party claim against Mobvista and due to an act or omission of Developer. Developer agrees that Mobvista shall have the right to participate in the defense of any such claim through counsel of its own choosing.10. Termination
This agreement may be terminated by any party, with or without a reason, by providing the other party with a 24 hours prior written notice. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranties, disclaimers, limitations of liability, confidentiality and intellection property. Mobvista reserves the right to terminate this agreement and suspend Service to any Developer immediately in the case where Developer breached this Agreement.11. Confidentiality
Each party agrees that it may be provided by the other party with information that is confidential and proprietary to that other party or a third- party, which (i) is in written, recorded, graphical or other tangible form and marked “Proprietary„, “Confidential„ or with a similar legend denoting the disclosing party's proprietary interests therein, or (ii) is in oral form and identified by the disclosing party as proprietary or confidential at the time of oral disclosure, with subsequent confirmation in writing within 30 days of such disclosure, or (iii) is of apparent proprietary or confidential nature (“Confidential Information„). Without derogating from the above, Mobvista’s rates are considered confidential. Each party may use Confidential Information received from the other party only in connection with and to further the purposes of this Agreement. Confidential Information shall not be commingled with information or materials of others and any copies shall be strictly controlled. The receiving party undertakes that it shall treat and maintain the Confidential Information as confidential, and hold all such Confidential Information in trust and confidence for the disclosing party, utilizing at least the same degree of care the receiving party uses to protect its own confidential information, but not less than reasonable degree of care. The receiving party shall not disclose any Confidential Information disclosed by the disclosing party to any third party or to officers, directors, employees or contractors of the receiving party, except to officers, directors, employees or contractors who have to be so informed on a “need-to-know„ basis in order to carry out the purpose of this Agreement and, which are bound by confidentiality obligations not less rigorous than those contained herein. Confidential Information shall not include information which the receiving party can show through written evidence: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third-party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement; or (iv) that is independently developed by the receiving party without use of, or reference to, the Confidential Information of the disclosing party. Upon termination of this Agreement, or upon written request by Mobvista, Developer must destroy or return to Mobvista any Confidential Information provided by Mobvista under this Agreement. This section shall survive termination of this agreement for any reason.12. Intellectual Property
The SDK is and shall remain the sole proprietary of Mobvista and the Developer acknowledges it has no right to use the SDK or modify it in any way unless explicitly provided otherwise herein. All materials displayed or performed on or accessible through the Website or Services including, but not limited to the Mobvista SDK, are protected by copyright. Developer shall abide by all copyright notices, information, and restrictions contained in any content accessed in connection with the Services. Developer shall not decompile, disassemble, decrypt, extract or otherwise reverse engineer or attempt to reconstruct or discover any source code of, or any underlying ideas in, the Mobvista SDK.
[If Developer has comments on the Services or the SDK or ideas on how to improve them, he may contact Mobvista. By doing so, Developer also grants Mobvista a perpetual, royalty-free, irrevocable, transferable license, with right of sublicense, to use and incorporate Developer’s ideas or comments into the Services or the SDK (or third party software, content, or services), and to otherwise exploit Developer’s ideas and comments, in each case without payment of any compensation].
Developer grants Mobvista his approval to use Developer’s name, Developer’s Application name, and Developer’s Application icons and images for use in Mobvista’s marketing and display on Mobvista Website.
Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property.13. Further Terms
Developer must comply with Google Play Business and Program Policies and Apple’s Terms and Conditions, Google ad policy https://developer.android.com/distribute/googleplay/policies/ads.html, iTunes’ terms and conditions http://www.apple.com/legal/internet-services/itunes/us/terms.html.
Independent Contractors: 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.
Assignment: Developer may not assign any of its rights, duties or obligations under this Agreement to any person or entity, in whole or in part, and any attempt to do so shall be deemed void and/or a material breach of this Agreement. Mobvista may assign this agreement without Developer’s consent.
Waiver: No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy hereunder shall constitute a waiver of any other right or remedy, or future exercise thereof.
Severability: If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.
Notice: All notices shall be in writing and shall be deemed to be delivered when received by e-mail. All notices to Mobvista shall be sent to firstname.lastname@example.org, and all notices to Developer shall be sent to the email address supplier by Developer at registration, or to such other address as either party may, from time to time, designate by notice to the other party.
Amendment: Mobvista may amend this Agreement at any time. In a case where a change to this agreement is made, Mobvista will post a notice on its Website, or send a notice to Developer via email. Developer agrees to review this Agreement prior to each use and by continuing use or continued use of the Services, agrees to any modifications made to this Agreement by Mobvista.
Law: This Agreement shall be governed in all respects by the laws of China. Nothing in this Section shall be deemed to limit the parties’ right to seek interim injunction relief in any court of law.
Force Majeure: If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.
Entire Agreement: 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 the Website or Website links, this Agreement shall control the Website links and Website and the Website links shall control the Website.