Last Updated April 7th, 2016
OWMN Ltd. d/b/a oneAudience LLC and/or its subsidiaries and/or affiliated companies (collectively, “us“, “we,” and/or “oneAudience“) provides a mobile platform that enables you as a developer of mobile applications (“you“, “your” or “Developer“) to utilize oneAudience’s designated software development kit or documentation and any updates or new or alternative versions thereof, as further described under section 1, to collect and share mobile analytics and intelligence data (the “Service“), in accordance with the terms of this Developer Agreement (the “Agreement”), which may be revised and/or otherwise amended by oneAudience from time-to-time.
Namely, your download, access and/or use of the oneAudience SDK (as defined below) and use of the Service are governed by this Agreement and any applicable terms and conditions on the oneAudience website, located at www.oneaudience.com (the “Site“), which are deemed to be incorporated into this Agreement by reference, in all manners and respects. Without prejudice to any other right and/or remedy which oneAudience may be entitled to, oneAudience reserves the right to modify or discontinue, temporarily or permanently, the oneAudience SDK and/or Services, or any features or portions thereof, without prior notice. You agree that oneAudience will not be liable for any modification, suspension or discontinuance of the oneAudience SDK or Service, or any part thereof, and further hold the Indemnitees harmless, in accordance with the provisions of section 10.
PLEASE READ THIS AGREEMENT CAREFULLY. BY DOWNLOADING, ACCESSING AND/OR USING THE ONEAUDIENCE SDK AND/OR SERVICE, in whole or in part, 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 AND/OR USE THE ONEAUDIENCE SDK AND/OR THE SERVICE.
This Agreement does not derogate in any way the terms or conditions of any other agreement you may have with oneAudience for products, services or otherwise, to the extent that they are not associated with the oneAudience SDK and/or Service in any manner whatsoever.
(a) “End-User” – A person or entity that has downloaded an Integrated Application from an application store.
(b) “Application” – an application developed and owned by Developer.
(c) “Integrated Application” – an Application in which the oneAudience SDK is embedded with the Service.
(d) “oneAudience SDK” and/or “SDK”– a software development kit provided by oneAudience to Developer pursuant to the terms of this Agreement, as may be updated by OneAudience from time to time in its sole discretion.
Developer shall be required to register with oneAudience and enter, inter-alia, Developer’s email address, full name, country, and such other details as may be required by oneAudience, prior to being eligible to integrate and/or otherwise use the Service (the “Registration Information”). During such registration process, Developer warrants and commits to provide true, current and complete information and to promptly update oneAudience in the event of any changes to the Registration Information. Developer is aware that oneAudience may require, at its sole discretion, certification evidencing and supporting the accuracy and extent of the Registration Information furnished by the Developer. If Developer provides information that is, or oneAudience believes is, untrue, inaccurate, misleading, materially flawed etc., oneAudience may suspend or terminate Developer’s account. Without prejudice to any other right which oneAudience may have in that respect, any fraudulent, inaccurate and/or materially incomplete Registration Information furnished during registration will lead to the nullification of the Developer’s account. oneAudience may require that multiple accounts shall be setup for different Integrated Applications per which the Services are designated to be integrated, even if all such Integrated Applications are owned and/or otherwise maintained by the same Developer.
During the process of registering to the Service, Developer will designate personal and exclusive/unique username and password, which are essential for Developer’s access to Developer’s account. Developer shall keep the username 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. oneAudience 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.
By accessing or using the oneAudience SDK and/or the Service, you represent and warrant that you are at least 18 years old. If you are not 18 or older, you may only use the oneAudience SDK and/or the Service under the supervision of a parent or legal guardian who agrees to be bound by these Terms.
3. The oneAudience SDK; Service
(a) oneAudience will provide the Developer with an SDK that will allow OneAudience to collect and share mobile analytics from the Developer’s Integrated Application. oneAudience will collect certain mobile device signals including applications installed, uninstalled, updated, and recently used on the end-user device. oneAudience may automatically collect certain information from the end-user device, including an Android, Apple iOS, or other ID, device make and model, mobile web browser type and version, IP address, MAC address, the device’s operating system’s make and version, locale information, MCC (Mobile Country Code) information, the mobile application name, a list of mobile applications installed on the device and other technical data about your device. of a parent or legal guardian who agrees to be bound by these Terms.
oneAudience will collect, anonymize, process and create mobile audience segments using the information collected from the End-User device. The mobile audience segments will be available for the Developer by logging in to the OneAudience website located at www.oneaudience.com. oneAudience may also obtain information from other sources and third parties and combine that with information it collects through the SDK. For example, oneAudience may collect demographic or interest preference information from other companies and combine that with information it collects through the SDK to create the mobile audience segments.
The Developer may use the mobile audience segments to deliver advertisements, products, and services that are relevant and meaningful to their End-Users. oneAudience uses all of the information collected via it’s network of Developers and data partners to create aggregated mobile audience segments. oneAudience provides targeted advertising services using its mobile audience segments via third party advertising and technology partners.
(b) Developers have the option to onboard their CRM list or mobile device ID list, provided that the Developer is the sole owner of the data list, to oneAudience via the company’s website located at www.oneaudience.com. oneAudience will collect, anonymize, process and create mobile audience segments using the data list provided by the Developer.
(c) End-User License Agreement (“EULA”): Developer understands that to collect certain information with the Service, End-Users who have the Developer’s Integrated Application installed with the oneAudience SDK, will need to click “OK” when prompted with the EULA. It is clarified that the EULA is not designated to confer upon the Developer any rights, nor impose any obligations in favor of the Developer on the End-User’s behalf. Developer shall be solely responsible to enter into a binding agreement with each End-User, shall Developer so desire. The EULA instructions are available in the SDK integration documentation available to all Developers at the Site.
(e) Developer may not, nor shall he allow others to, amend, reverse engineer, or otherwise temper with the SDK. Developer may not use or allow others to use any SDK which is not the original SDK released by oneAudience from time to time. Upon receiving notice from oneAudience on an updated version of the SDK, Developer shall include it in the next update to the Integrated Application.
a. General. Developer will pay oneAudience the fees and costs set forth in the applicable Campaign(s) established through the oneAudience DSP Site. All fees and charges, when applicable, listed on the oneAudience DSP Site are in United States Dollars (“USD”). oneAudience may modify its fee structure including the then-current minimum Cost Per Thousand (“CPM”) rates at any time upon notice to the Developer, which notice shall be communicated either through a posting on the Site or via email.
b. Campaign Limits. Developers may set Campaign limits through the oneAudience DSP Site, including a cap on the amount of money available for a Campaign. Once the capped levels or amounts stated in the Campaign have been reached,oneAudience will use commercially reasonable efforts to suspend delivery of the Campaign advertisements.
c. Pre-payment. You must maintain a positive cash balance in your Account in order to initiate and maintain a Campaign. Your Account may be funded via credit card. oneAudience reserves the right to restrict access of any aforementioned payment method to a Developer, or place limits on the use of a particular payment method. The minimum starting balance for an Account is $50 (USD). Charges in connection with the Campaign(s) will be deducted from your Account balance until the balance is exhausted. If your Account balance is exhausted, your participation, including the continuation of any ongoing Campaign, will be paused or terminated without notice. You may at any time replenish or add to your Account balance in pre-payment blocks of at least $50 (USD). You may check your Account balance at any time via the Site.
d. Campaign Charges. All Campaign charges will be calculated solely based upon OneAudience’s records. No other measurements or statistics of any kind shall be accepted by oneAudience or have any effect under this Agreement. If you dispute any charge made in connection with a Campaign, you must notify oneAudience in writing within fifteen (15) days of any such disputed charge (“Notice”). oneAudience will review and resolve such disputes in its sole discretion. If you fail to provide Notice, you shall waive any claim relating to the disputed charge.
e. Pausing or Deleting a Campaign. To avoid future Account charges, you must log on to the Site and follow Account procedures to pause or terminate a Campaign. Until you or oneAudience has paused or terminated your Campaigns, you will be responsible for all charges incurred in connection with your Campaigns.
5. Limited License; General Restrictions
Subject to the terms and conditions of this Agreement, and solely in connection with the development and distribution of the Integrated Application for the End-Users, within the scope of the Service, oneAudience grants you a limited, non-exclusive, non-transferable and non-sub licensable license to install and use the OneAudience SDK in order to collect the mobile analytics and intelligence including the mobile audience segments available in the Service.
This states the entirety of Developer’s rights with respect to the oneAudience SDK and/or Service. oneAudience reserves all rights not expressly granted in this Agreement. Without limiting the foregoing, and in addition to any other limitation imposed herein, Developer will not directly, nor authorize or permit any third party to do any of the following, unless expressly authorized in this Agreement or in writing by oneAudience:
a. Reproduce, license, distribute, publicly perform or publicly display, lease, rent, transfer, resell or otherwise dispose of the oneAudience SDK;
b. Distribute any source code provided as part of the oneAudience SDK;
c. Modify, alter or create any derivative works of the oneAudience SDK;
d. Reverse engineer, disassemble, decompile or attempt to uncover the source code, or any trade secrets related to the oneAudience SDK;
e. Work around any technical limitations in the oneAudience SDK;
g. Make any warranties and/or representations on oneAudience’s behalf;
h. Prevent, limit and/or otherwise interfere with the oneAudience’s SDK operation and/or integration with the Integrated Application and/or any other applications, servers, etc.
i. Incorporate any explicit, illegal, defaming, offensive, derogating and/or proprietary breaching content into Developer’s Integrated Application.
k. Use the oneAudience SDK or the Service other than for its intended purpose, as specifically designated herein; or,
l. Associate the SDK with any illegal activity, per the applicable rules and legislation of each territory and jurisdiction in which Developer distributes its Integrated Application.
Any access and/or use of the oneAudience SDK and/or the Service other than as specifically authorized herein, without the prior written permission of oneAudience, is strictly prohibited and will immediately terminate the license granted in this Agreement, without derogating from any other right and/or remedy which oneAudience may be entitled to under law and/or 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 oneAudience SDK or Service and any related Intellectual Property Rights (as defined under section 6), whether by estoppel, implication or otherwise. The license granted under this Agreement is revocable at any time, at oneAudience’s sole discretion.
All rights in and to the SDK and the Service are and shall remain the sole property of oneAudience.
oneAudience has general licensing rights to the data collected pursuant to this agreement. Additionally, oneAudience has the right to use the collected data for the development of its derivative products. oneAudience has the right to share the collected data with unaffiliated third party advertisers and marketers for purposes unrelated to the original consumer transaction.
6. Developer’s Obligations and Responsibilities
Developer acknowledges that the oneAudience SDK may require additional permissions with respect to the End-User’s device (for both software and hardware) that Developer’s Integrated Application may not originally require.
It is the Developer’s responsibility to publish the Integrated Application on one or more application stores; provided however, that each application store other than Google Play and/or iTunes shall require oneAudience’s prior written permission.
Developer shall be solely responsible for the creation, maintenance and/or use of the Integrated Application. Developer shall take all necessary actions to make sure that the Integrated Applications shall meet all legal requirements with respect to the jurisdiction in which the Integrated Application is offered. If necessary, Developer shall be responsible for enacting conduct rules and/or monitoring actions, in order to verify such compliance.
7. Proprietary Rights; Confidentiality
(a) Ownership and Confidentiality. The oneAudience SDK, Site, and Service (including, without limitation, the oneAudience logo, any and all designs, text, graphics, pictures, information, data, client list, marketing plans and/or forecasts, software, source code, object code, sound files, other files and the selection and arrangement thereof) are valuable property of oneAudience and are deemed as trade-secrets and/or of proprietary nature to oneAudience. The oneAudience SDK, Site and Service, together with any and all copyrights, patents, trademarks, trade secrets and/or any other intellectual property rights, and any derivatives and/or enhancements, including those created or reduced to practice by the Developer or anyone on its behalf (“Intellectual Property Rights“) related to the oneAudience SDK, Site and/or Service are and will remain, or otherwise constitute, the sole property of oneAudience or its licensors. You do not acquire any title or ownership rights in the oneAudience SDK, Site and/or Service and/or any related Intellectual Property Rights. Developer understands that the Intellectual Property Rights further constitute trade-secrets and/or information of confidential nature (the “Confidential Information”), and Developer shall refrain from disclosing the Confidential Information to any third party, nor shall developer make any use of the Confidential Information, unless expressly permitted herein, without OneAudience’s prior written consent.
(b) Unauthorized Use. Developer will promptly notify OneAudience of any unauthorized use of the oneAudience SDK, Site and/or Service that comes to Developer’s attention. Developer further will use best efforts to terminate such unauthorized use and to retrieve any copy of the oneAudience SDK in the possession or control of the person or entity engaging in such unauthorized use. Developer will immediately notify oneAudience of any legal proceeding initiated by Developer in connection with such unauthorized use, so that oneAudience may decide whether to participate in such proceedings. oneAudience may, at its option and expense, participate in any such proceeding and, in such event, Developer will provide such authority, information and assistance related to such proceeding as OneAudience may reasonably request to protect oneAudience’s interests.
8. End-User Privacy; Compliance
If an End-User installs your Integrated Application, oneAudience may collect certain information from the End-User’s mobile device and partner with certain companies that will deliver advertisements to the End-User’s mobile device (each, an “Advertiser“), as further described under section 8.
(d) Compliance with oneAudience Policies. You will comply with all applicable oneAudience policies, including the oneAudience Privacy and Data Collection Policy as amended from time-to-time, currently available at www.oneAudience.com/privacy.
(e) Compliance with Third Party Terms. The oneAudience SDK includes software that is licensed pursuant to the License Agreement for
(i) The Android Software Development Kit, available at http://developer.android.com/sdk/index.html (the “Android License“), and may only be used in applications designed for mobile devices utilizing Google, Inc.’s Android operating system platform. You will comply with the terms and conditions of the Android License and any other third party restrictions and limitations that may apply to the development and distribution of the Application, including, but not limited to, the Android Developer Distribution Agreement, available at https://play.google.com/about/developer-distribution-agreement.html, and the Google Play Developer Program Policies, available at https://play.google.com/about/developer-content-policy.html (collectively, the “Third Party Terms“).
(ii) The Apple iOS Software Development Kit, available at https://developer.apple.com/resources (the “iOS License“), and may only be used in applications designed for mobile devices utilizing Apple iOS operating system platform. You will comply with the terms and conditions of the Apple iOS License and any other third party restrictions and limitations that may apply to the development and distribution of the Application, including, but not limited to, the Apple iOS Developer Distribution Agreement, available at https://developer.apple.com/app-store/review/guidelines, and the Apple iOS Developer Program Policies, available at https://developer.apple.com/programs/terms/apple_developer_agreement.pdf (collectively, the “Third Party Terms“).
Except as otherwise agreed upon by the parties in writing, the warranties, obligations and liabilities of oneAudience and the remedies of Developer 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.
(f) End-User Liability. You shall be fully responsible for any damages caused to oneAudience and/or to End Users, arising from the use of the Integrated Application by the End-Users, including without limitations, any sort of damages, loss of profits and/or goodwill. Without derogating from the foregoing, you are required to convey the applicable provisions of this Agreement to the End-Users.
Notwithstanding any of the terms of this Agreement, oneAudience reserves the right, without notice and in its sole discretion, to (a) terminate your license to use the oneAudience SDK or (b) block or prevent your future access to, and use of the oneAudience SDK. Your license to use the oneAudience SDK may also be terminated without notice and in OneAudience’s sole discretion if your right to use the Service is cancelled or terminated or you are otherwise no longer registered to use the Service. oneAudience may also discontinue the oneAudience SDK at any time, in which case this Agreement shall terminate automatically without notice. You may terminate this Agreement by ceasing use of the oneAudience SDK and deleting all copies of the oneAudience SDK in your possession or control. In the event of the termination of this Agreement for any reason: (y) the license granted to you in this Agreement will terminate; and (z) you must immediately cease all use of the oneAudience SDK and destroy or erase all copies, full or partial, of the oneAudience SDK in your possession or control.
You will defend, indemnify and hold harmless oneAudience, its affiliates, independent contractors, service providers and consultants, its and their respective directors, employees and/or agents (collectively: the “Indemnitees”), 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 Integrated Application, including violations of the Android License and/or iOS License, Third Party Terms or violations of any laws, regulations or industry best practices in the relevant jurisdictions; (b) your use of the oneAudience SDK, the Site or the Service; (c) your breach of this Agreement; (d) a violation by and/or damages caused to any End-User who was not prompted with the applicable provisions of this Agreement, or due to your omission to maintain and/or enforce applicable conduct rules with respect to the Integrated Application, and/or any other matter not included under the oneAudience disclaimer and/or limited liability scope set forth herein.
THE ONEAUDIENCE SDK, THE SITE AND THE SERVICE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ONEAUDIENCE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE ONEAUDIENCE SDK, THE SERVICE AND THE SITE, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN. ONEAUDIENCE DOES NOT REPRESENT OR WARRANT THAT THE ONEAUDIENCE SDK, THE SERVICE OR THE SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE ONEAUDIENCE ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE ONEAUDIENCE SDK, THE SERVICE AND THE SITE SAFE, ONEAUDIENCE CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE ONEAUDIENCE SDK, THE SERVICE, THE ADVERTISEMENT CONTENT AND/OR THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH ONEAUDIENCE AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
You and oneAudience agree to arbitrate any dispute arising from this Agreement or relating to this Agreement, except that you and oneAudience 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 YOU FROM SUING IN COURT OR FROM HAVING A JURY TRIAL. You and oneAudience 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 New Jersey; and (d) that arbitration will be conducted confidentially by a single arbitrator in accordance with the Rules of the American Arbitration Association. The state or federal courts in New Jersey 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 the State of New Jersey and applicable United States law, 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 oneAudience will not commence against the other a class action, class arbitration or other representative action or proceeding.
Amendment. oneAudience 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 and without notice; provided that, any changes or modification will be effective immediately upon posting of the revisions on the Site. Your continued use of the oneAudience SDK following the posting of changes or modifications will confirm your acceptance of such changes or modifications. Therefore, you should frequently review this Agreement and applicable policies from time-to-time to understand the terms and conditions that apply to your use of the oneAudience SDK. If you do not agree to the amended terms, you must stop using the oneAudience SDK.
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. 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 the event that the Developer is a corporation, then the person executing this Agreement on behalf of the corporation warrants that he or she has obtained all requisite approvals for the transaction(s) contemplated herein, and that he or she has the required corporate power to execute the aforesaid.
The provisions of sections 5, 6, 9, 10, 11 and 12 shall be perpetual, and shall survive the termination of this Agreement, for whatever reason.
This Agreement shall not be assigned by you without the prior written consent of oneAudience. oneAudience may assign this Agreement without limitations.