These Terms and Conditions (the “Agreement“) are between AdGem LLC (“AdGem“) and you, a developer of applications, or, if you represent an entity or other organization, that entity or organization (in either case, “you“, “your“, or “Publisher“).
AdGem provides a mobile application marketing advertising network platform (the “AdGem Platform“), which may be accessed through:
Each AdGem Website and AdGem Application is treated as a part of the “AdGem Platform” for purposes of this Agreement.
The AdGem Platform provides users the ability to access certain software referred to as the AdGem SDK, for serving advertisements, interactive features, or advertising content (“Advertisements“) to users (“End Users“) of Publisher’s proprietary mobile application (“Publisher Application“).
Collectively, the delivery of Advertisements by AdGem through the Publisher Application, and any accompanying functionality or features, in accordance with this Agreement shall be referred to as the “Services“.
You are the owner or licensed operator of the Publisher Application, and wish that AdGem provide you with Advertisements for the purpose of displaying such Advertisements through the Publisher Application, and in return AdGem may provide you with the Payment (as defined below), all subject to and in accordance with the terms and conditions set forth in this Agreement.
AdGem is willing to provide you with a license to access or use the Services as set forth in this Agreement if you agree to be bound by the terms and conditions of this Agreement.
Certain content or features on the AdGem Platform or other services offered by AdGem may have different terms and conditions that may apply to them or may require you to agree to additional terms and conditions (“Additional Terms“) in order to access or use them. If there is a conflict between the terms of this Agreement and any Additional Terms, the Additional Terms will prevail.
Additional Terms include the AdGem SDK Licensing Agreement, located at https://docs.adgem.com/publisher-support/sdk-license-agreement/, which is hereby incorporated upon the download or use of any part of the AdGem SDK by the party or affiliates, partners, owners or related entities of the party executing this Agreement with AdGem.
Important: If you do not, cannot or are not authorized to agree to the terms of the AdGem SDK Licensing Agreement, you must not download or use the AdGem SDK. If you plan to utilize the AdGem SDK, please review the AdGem SDK Licensing Agreement in full before accepting these Terms.
Please carefully read the terms and conditions of this Agreement. By clicking “I accept the terms in this agreement” button, or by otherwise downloading, accessing, installing, or using the Services, you acknowledge that you have read this Agreement and agree to be bound by the terms and conditions of this Agreement.
If you do not agree to be bound by the terms and conditions of this Agreement, AdGem is not willing to grant you any rights or licenses to access or use the Services, and you may not download, access, install, or use the Services.
This Agreement will be entered into as of the date you first download, access, install, or use the Services (the “Effective Date“).
Although not a part of this Agreement, to understand how we may process User personal information and Users’ rights with regard to their personal information, please view the AdGem Privacy Policy, located at https://docs.adgem.com/publisher-support/privacy-policy/ (“Privacy Policy“).
Terms used in this Agreement will have the definitions given in this Agreement or, if not defined in this Agreement, will have their plain English meaning as commonly interpreted in the United States.
AdGem reserves the right, at any time, to modify the AdGem Platform or any Services, with or without notice to you, by making those modifications available on the AdGem Platform; provided that any such modifications shall be in compliance with applicable law, rule and regulation and the terms of this Agreement.
AdGem also reserves the right, at any time, to modify this Agreement with 30 days’ prior written notice to Publisher. AdGem will inform you of the presence of any changes to this Agreement by:
Any modifications will be effective immediately upon posting on the AdGem Platform or delivery of such notice through the AdGem Platform.
These Terms and Conditions (the “Agreement“) are between AdGem LLC (“AdGem“) and you, a developer of applications, or, if you represent an entity or other organization, that entity or organization (in either case, “you“, “your“, or “Publisher“).
AdGem provides a mobile application marketing advertising network platform (the “AdGem Platform“), which may be accessed through:
Each AdGem Website and AdGem Application is treated as a part of the “AdGem Platform” for purposes of this Agreement.
The AdGem Platform provides users the ability to access certain software referred to as the AdGem SDK, for serving advertisements, interactive features, or advertising content (“Advertisements“) to users (“End Users“) of Publisher’s proprietary mobile application (“Publisher Application“).
Collectively, the delivery of Advertisements by AdGem through the Publisher Application, and any accompanying functionality or features, in accordance with this Agreement shall be referred to as the “Services“.
You are the owner or licensed operator of the Publisher Application, and wish that AdGem provide you with Advertisements for the purpose of displaying such Advertisements through the Publisher Application, and in return AdGem may provide you with the Payment (as defined below), all subject to and in accordance with the terms and conditions set forth in this Agreement.
AdGem is willing to provide you with a license to access or use the Services as set forth in this Agreement if you agree to be bound by the terms and conditions of this Agreement.
Certain content or features on the AdGem Platform or other services offered by AdGem may have different terms and conditions that may apply to them or may require you to agree to additional terms and conditions (“Additional Terms“) in order to access or use them. If there is a conflict between the terms of this Agreement and any Additional Terms, the Additional Terms will prevail.
Additional Terms include the AdGem SDK Licensing Agreement, located at https://docs.adgem.com/publisher-support/sdk-license-agreement/, which is hereby incorporated upon the download or use of any part of the AdGem SDK by the party or affiliates, partners, owners or related entities of the party executing this Agreement with AdGem.
Important: If you do not, cannot or are not authorized to agree to the terms of the AdGem SDK Licensing Agreement, you must not download or use the AdGem SDK. If you plan to utilize the AdGem SDK, please review the AdGem SDK Licensing Agreement in full before accepting these Terms.
Please carefully read the terms and conditions of this Agreement. By clicking “I accept the terms in this agreement” button, or by otherwise downloading, accessing, installing, or using the Services, you acknowledge that you have read this Agreement and agree to be bound by the terms and conditions of this Agreement.
If you do not agree to be bound by the terms and conditions of this Agreement, AdGem is not willing to grant you any rights or licenses to access or use the Services, and you may not download, access, install, or use the Services.
This Agreement will be entered into as of the date you first download, access, install, or use the Services (the “Effective Date“).
Although not a part of this Agreement, to understand how we may process User personal information and Users’ rights with regard to their personal information, please view the AdGem Privacy Policy, located at https://docs.adgem.com/publisher-support/privacy-policy/ (“Privacy Policy“).
Terms used in this Agreement will have the definitions given in this Agreement or, if not defined in this Agreement, will have their plain English meaning as commonly interpreted in the United States.
AdGem reserves the right, at any time, to modify the AdGem Platform or any Services, with or without notice to you, by making those modifications available on the AdGem Platform; provided that any such modifications shall be in compliance with applicable law, rule and regulation and the terms of this Agreement.
AdGem also reserves the right, at any time, to modify this Agreement with 30 days’ prior written notice to Publisher. AdGem will inform you of the presence of any changes to this Agreement by:
Any modifications will be effective immediately upon posting on the AdGem Platform or delivery of such notice through the AdGem Platform.
Access to and use of the Services may require that you establish an account (an “Account“) on the AdGem Platform. Approval of your request to establish an Account will be at the sole discretion of AdGem.
Each user identification and password for your Account (each, “Account ID“) is personal in nature and may be used only by you or, as applicable, the User to whom the Account ID is issued.
In connection with establishing an Account, you will be asked to submit certain information about yourself and, as applicable, your organization (“Registration Information“).
You agree that:
Important: Before posting any Registration Information of Users associated with your Account, you are responsible for obtaining any and all authorizations required by federal or state law to authorize the sharing of their Registration Information, including their personal information, on the AdGem Platform.
You are solely responsible for all access to and use of your Account (whether authorized or unauthorized), including all Services accessed through your Account. AdGem may deem any actions taken through your Account to have been authorized by you.
Your responsibilities include:
You acknowledge that any orders made or other transactions completed through your Account will be deemed to have been lawfully completed by you. In no event will AdGem be liable for the foregoing obligations or the failure by you to fulfill such obligations.
For Organizations: The individual who establishes your Account (the “Account Authority“) will have control over your Account.
For Individuals: You will be the Account Authority for your Account, unless you designate a different Account Authority as specified below.
AdGem may deem the Account Authority to have full authority for all decisions relating to your Account, including:
The Account Authority may be changed by: 1. An email sent to AdGem from the registered email address of the current Account Authority 2. Bona fide legal written notice provided to AdGem by one of your corporate officers 3. As separately directed and acknowledged by AdGem
Your Responsibility: It is your responsibility to properly designate a new Account Authority whenever appropriate.
In the event of a dispute where multiple persons claim to be the rightful Account Authority, AdGem reserves the right, at its sole discretion, to: 1. Suspend all access to your Account until an Account Authority is properly designated to AdGem’s sole satisfaction, or 2. Terminate your Account and delete your Registration Information
Subject to the terms and conditions of this Agreement, AdGem grants to you a non-exclusive, non-sublicensable, non-transferable, limited license to access and use the Services solely to display Advertisements on a Publisher Application that is within your control and responsibility.
AdGem may, in our sole discretion, at any time: 1. Determine the scope of the Services, including the Advertisements that are available to you 2. Modify, replace, or make any other changes to, or discontinue, the Service (or any part thereof)
AdGem does not have any obligation to monitor any Advertisements which are available as part of the Services; provided, however, that AdGem shall use reasonable efforts to ensure that Advertisements comply with applicable law and do not contain or encourage any of the items described in Section 11.2.
The AdGem Platform permits you to access certain Advertisements through the Services. Your access to and utilization of the Advertisements may be governed by the terms of Additional Terms you have entered into with AdGem regarding the Advertisements.
If you have not entered into any separate agreement with AdGem regarding the Advertisements, you receive a non-exclusive, non-transferable, non-sublicensable, limited license to access and view the Advertisements solely through the Services using the AdGem Platform, which includes the display of such Advertisements through the Publisher Application.
Additional Rights: If you would like to utilize the Advertisements in a manner that is not expressly granted in this Section, you must enter into additional terms with AdGem providing you with those rights.
You agree that AdGem may identify you as a user of the Services. For that purpose, you agree to grant us a limited, worldwide, non-sublicensable, non-exclusive license to use your trademarks, trade names, and associated logos (“Publisher Marks“) solely to engage in the activity set forth above.
Rights Reserved: All rights which are not expressly granted herein are reserved by you. We shall not make any use of the Publisher Marks, in whole or in part, in any manner that is not expressly permitted under this Agreement or without your written consent.
The AdGem Platform, Services, and Advertisements may be utilized and accessed by Publisher solely as expressly set forth in this Agreement.
AdGem’s Rights: As between the parties, AdGem and its third party providers retain all right, title, and interest in and to:
All rights in and to the foregoing not expressly granted hereunder are reserved by AdGem and its third party providers.
Trademarks: The AdGem name and logo, and all names and logos displayed on the AdGem Platform, through the Services, or in any Advertisements, are trademarks or service marks of AdGem and its advertisers or third party providers. Except for your rights to use the AdGem Platform, Services, and Advertisements under this Agreement, you are granted no right or license to use any such trademarks or service marks.
Prohibition: Any use of such trademarks or service marks without AdGem’s express written consent is strictly prohibited.
The Services may include software owned by third parties (“Third Party Software“). You agree that your rights as to Third Party Software are subject to the terms of any additional third party licenses that may accompany or otherwise be provided in connection with the Third Party Software (“Third Party Licenses“).
Any Third Party Software not subject to a Third Party License is subject to the terms of this Agreement and the owners of any such Third Party Software are third party beneficiaries of this Agreement.
The Publisher Application and Publisher Marks may be utilized and accessed by AdGem solely as expressly set forth in this Agreement.
Your Rights: Except for those portions that are owned by AdGem as described in Sections 7.1 and 7.2, you and your third party providers (if any) retain all right, title and interest in and to:
All rights in and to the foregoing not expressly granted hereunder are reserved by you and your third party providers (if any).
AdGem is under no obligation to provide to you with any updates, upgrades, new versions, or new releases (collectively, “Updates“) of or to the Services, to correct any defects or errors in the Services, or to otherwise provide support or maintenance for the Services.
Update Terms: Any Update of or to the Services provided by AdGem will be treated as part of the “Services” for purposes of this Agreement. Upon receipt of any such Update, you must discontinue your use of any prior version of the Software.
For purposes of this Agreement, “IPR” means any and all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation:
You will not and will not permit any third party to:
Data Access: Obtain or attempt to obtain any data, information or content from the Services that have not been intentionally made publicly available either by their public display on the Services or through their accessibility by a visible link on the Services
Automated Access: Use any automated device, script, software, program, tool, algorithm, process or methodology (or any manual process having similar processes or functionality) to interact with the Services
Security Violations: Violate the security of the Services or attempt to gain unauthorized access to the Services
Interference: Interfere or attempt to interfere with the proper operation of the Services
System Overload: Take or attempt any action that may impose an unreasonable or disproportionately large load or burden on the Services or otherwise damage, disable, overburden or impair the Services
Harassment: Use or access the Services to intimidate or harass any other people or entities
Malicious Code: Upload to the Services or provide to AdGem any code or device capable of or intended to interrupt, harm or damage the Services or the operation of the Services
You recognize and agree that the AdGem Platform, Services, Advertisements, and all hardware, software and other technology used to operate the Services (“Technology“) are the property of AdGem and contain valuable assets and proprietary information of AdGem.
Accordingly, except as may be expressly permitted in this Agreement, you will not, and will not permit any third party to:
Notwithstanding anything else to the contrary set forth in this Agreement, you acknowledge and agree that AdGem shall have no obligation to pay you any Payment with respect to amounts generated as a result of:
AdGem may withhold the relevant portion of any Payment due to you in respect of any matter under the above circumstances.
If you wish to dispute the calculation of the Payment, you will provide AdGem with a written notice (via e-mail to the address set forth in the AdGem Platform) specifying the reasons for the dispute with as much detail as possible (the “Dispute Notice“), by no later than 14 days of delivery of the applicable calculations to you, whether provided in a report or otherwise.
Acceptance by Default: If such Dispute Notice is not delivered to AdGem within the applicable timeframe, such calculations shall be deemed accepted and agreed by you.
Resolution Process: Following receipt of a Dispute Notice, the parties will cooperate, in good faith, in order to resolve any such dispute.
Your Account includes a dashboard where you will be able to view reports regarding the number of impressions, clicks, rates, and your then current estimated Payment (the “Dashboard“).
Dashboard Disclaimers:
Confidentiality: To dispel all doubt, the Reports shall be considered a part of AdGem’s Confidential Information.
Your Tax Responsibilities: You acknowledge and agree that you will pay all applicable taxes, including without limitation:
Refund Obligations: Furthermore, you agree to refund AdGem any Payment that was paid to you and is subject to chargeback or other fees AdGem may have paid following delivery to you.
You represent and warrant that:
Ownership and Authorization:
You represent and warrant that:
Intellectual Property Compliance:
Content Restrictions: The Publisher Application and content displayed therein shall not include, endorse, or advocate any content or feature that:
Prohibited Content: Additionally, the content of Publisher’s media must comply with all applicable laws and regulations (including all laws respecting intellectual property rights) and, in any event, shall not include, promote or link to the following:
AdGem actively monitors traffic for fraud. If fraud is detected, Publisher’s account will be made inactive pending further investigation.
Publisher accounts are flagged that, among other things:
Fraud Consequences: If Publisher fraudulently adds leads or clicks or inflates leads or clicks by fraudulent traffic generation (such as pre-population of forms or mechanisms not approved by AdGem or use of sites in co-registration campaigns that have not been approved by Advertiser), as determined solely by AdGem in its reasonable discretion, Publisher will forfeit its entire commission for all programs related to the fraudulent activity# AdGem Terms and Conditions
These Terms and Conditions (the “Agreement“) are between AdGem LLC (“AdGem“) and you, a developer of applications, or, if you represent an entity or other organization, that entity or organization (in either case, “you“, “your“, or “Publisher“).
AdGem provides a mobile application marketing advertising network platform (the “AdGem Platform“), which may be accessed through:
Each AdGem Website and AdGem Application is treated as a part of the “AdGem Platform” for purposes of this Agreement.
The AdGem Platform provides users the ability to access certain software referred to as the AdGem SDK, for serving advertisements, interactive features, or advertising content (“Advertisements“) to users (“End Users“) of Publisher’s proprietary mobile application (“Publisher Application“).
Collectively, the delivery of Advertisements by AdGem through the Publisher Application, and any accompanying functionality or features, in accordance with this Agreement shall be referred to as the “Services“.
You are the owner or licensed operator of the Publisher Application, and wish that AdGem provide you with Advertisements for the purpose of displaying such Advertisements through the Publisher Application, and in return AdGem may provide you with the Payment (as defined below), all subject to and in accordance with the terms and conditions set forth in this Agreement.
AdGem is willing to provide you with a license to access or use the Services as set forth in this Agreement if you agree to be bound by the terms and conditions of this Agreement.
Certain content or features on the AdGem Platform or other services offered by AdGem may have different terms and conditions that may apply to them or may require you to agree to additional terms and conditions (“Additional Terms“) in order to access or use them. If there is a conflict between the terms of this Agreement and any Additional Terms, the Additional Terms will prevail.
Additional Terms include the AdGem SDK Licensing Agreement, located at https://docs.adgem.com/publisher-support/sdk-license-agreement/, which is hereby incorporated upon the download or use of any part of the AdGem SDK by the party or affiliates, partners, owners or related entities of the party executing this Agreement with AdGem.
Important: If you do not, cannot or are not authorized to agree to the terms of the AdGem SDK Licensing Agreement, you must not download or use the AdGem SDK. If you plan to utilize the AdGem SDK, please review the AdGem SDK Licensing Agreement in full before accepting these Terms.
Please carefully read the terms and conditions of this Agreement. By clicking “I accept the terms in this agreement” button, or by otherwise downloading, accessing, installing, or using the Services, you acknowledge that you have read this Agreement and agree to be bound by the terms and conditions of this Agreement.
If you do not agree to be bound by the terms and conditions of this Agreement, AdGem is not willing to grant you any rights or licenses to access or use the Services, and you may not download, access, install, or use the Services.
This Agreement will be entered into as of the date you first download, access, install, or use the Services (the “Effective Date“).
Although not a part of this Agreement, to understand how we may process User personal information and Users’ rights with regard to their personal information, please view the AdGem Privacy Policy, located at https://docs.adgem.com/publisher-support/privacy-policy/ (“Privacy Policy“).
Terms used in this Agreement will have the definitions given in this Agreement or, if not defined in this Agreement, will have their plain English meaning as commonly interpreted in the United States.
AdGem reserves the right, at any time, to modify the AdGem Platform or any Services, with or without notice to you, by making those modifications available on the AdGem Platform; provided that any such modifications shall be in compliance with applicable law, rule and regulation and the terms of this Agreement.
AdGem also reserves the right, at any time, to modify this Agreement with 30 days’ prior written notice to Publisher. AdGem will inform you of the presence of any changes to this Agreement by:
Any modifications will be effective immediately upon posting on the AdGem Platform or delivery of such notice through the AdGem Platform.
Access to and use of the Services may require that you establish an account (an “Account“) on the AdGem Platform. Approval of your request to establish an Account will be at the sole discretion of AdGem.
Each user identification and password for your Account (each, “Account ID“) is personal in nature and may be used only by you or, as applicable, the User to whom the Account ID is issued.
In connection with establishing an Account, you will be asked to submit certain information about yourself and, as applicable, your organization (“Registration Information“).
You agree that:
Important: Before posting any Registration Information of Users associated with your Account, you are responsible for obtaining any and all authorizations required by federal or state law to authorize the sharing of their Registration Information, including their personal information, on the AdGem Platform.
You are solely responsible for all access to and use of your Account (whether authorized or unauthorized), including all Services accessed through your Account. AdGem may deem any actions taken through your Account to have been authorized by you.
Your responsibilities include:
You acknowledge that any orders made or other transactions completed through your Account will be deemed to have been lawfully completed by you. In no event will AdGem be liable for the foregoing obligations or the failure by you to fulfill such obligations.
For Organizations: The individual who establishes your Account (the “Account Authority“) will have control over your Account.
For Individuals: You will be the Account Authority for your Account, unless you designate a different Account Authority as specified below.
AdGem may deem the Account Authority to have full authority for all decisions relating to your Account, including:
The Account Authority may be changed by: 1. An email sent to AdGem from the registered email address of the current Account Authority 2. Bona fide legal written notice provided to AdGem by one of your corporate officers 3. As separately directed and acknowledged by AdGem
Your Responsibility: It is your responsibility to properly designate a new Account Authority whenever appropriate.
In the event of a dispute where multiple persons claim to be the rightful Account Authority, AdGem reserves the right, at its sole discretion, to: 1. Suspend all access to your Account until an Account Authority is properly designated to AdGem’s sole satisfaction, or 2. Terminate your Account and delete your Registration Information
Subject to the terms and conditions of this Agreement, AdGem grants to you a non-exclusive, non-sublicensable, non-transferable, limited license to access and use the Services solely to display Advertisements on a Publisher Application that is within your control and responsibility.
AdGem may, in our sole discretion, at any time: 1. Determine the scope of the Services, including the Advertisements that are available to you 2. Modify, replace, or make any other changes to, or discontinue, the Service (or any part thereof)
AdGem does not have any obligation to monitor any Advertisements which are available as part of the Services; provided, however, that AdGem shall use reasonable efforts to ensure that Advertisements comply with applicable law and do not contain or encourage any of the items described in Section 11.2.
The AdGem Platform permits you to access certain Advertisements through the Services. Your access to and utilization of the Advertisements may be governed by the terms of Additional Terms you have entered into with AdGem regarding the Advertisements.
If you have not entered into any separate agreement with AdGem regarding the Advertisements, you receive a non-exclusive, non-transferable, non-sublicensable, limited license to access and view the Advertisements solely through the Services using the AdGem Platform, which includes the display of such Advertisements through the Publisher Application.
Additional Rights: If you would like to utilize the Advertisements in a manner that is not expressly granted in this Section, you must enter into additional terms with AdGem providing you with those rights.
You agree that AdGem may identify you as a user of the Services. For that purpose, you agree to grant us a limited, worldwide, non-sublicensable, non-exclusive license to use your trademarks, trade names, and associated logos (“Publisher Marks“) solely to engage in the activity set forth above.
Rights Reserved: All rights which are not expressly granted herein are reserved by you. We shall not make any use of the Publisher Marks, in whole or in part, in any manner that is not expressly permitted under this Agreement or without your written consent.
The AdGem Platform, Services, and Advertisements may be utilized and accessed by Publisher solely as expressly set forth in this Agreement.
AdGem’s Rights: As between the parties, AdGem and its third party providers retain all right, title, and interest in and to:
All rights in and to the foregoing not expressly granted hereunder are reserved by AdGem and its third party providers.
Trademarks: The AdGem name and logo, and all names and logos displayed on the AdGem Platform, through the Services, or in any Advertisements, are trademarks or service marks of AdGem and its advertisers or third party providers. Except for your rights to use the AdGem Platform, Services, and Advertisements under this Agreement, you are granted no right or license to use any such trademarks or service marks.
Prohibition: Any use of such trademarks or service marks without AdGem’s express written consent is strictly prohibited.
The Services may include software owned by third parties (“Third Party Software“). You agree that your rights as to Third Party Software are subject to the terms of any additional third party licenses that may accompany or otherwise be provided in connection with the Third Party Software (“Third Party Licenses“).
Any Third Party Software not subject to a Third Party License is subject to the terms of this Agreement and the owners of any such Third Party Software are third party beneficiaries of this Agreement.
The Publisher Application and Publisher Marks may be utilized and accessed by AdGem solely as expressly set forth in this Agreement.
Your Rights: Except for those portions that are owned by AdGem as described in Sections 7.1 and 7.2, you and your third party providers (if any) retain all right, title and interest in and to:
All rights in and to the foregoing not expressly granted hereunder are reserved by you and your third party providers (if any).
AdGem is under no obligation to provide to you with any updates, upgrades, new versions, or new releases (collectively, “Updates“) of or to the Services, to correct any defects or errors in the Services, or to otherwise provide support or maintenance for the Services.
Update Terms: Any Update of or to the Services provided by AdGem will be treated as part of the “Services” for purposes of this Agreement. Upon receipt of any such Update, you must discontinue your use of any prior version of the Software.
For purposes of this Agreement, “IPR” means any and all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation:
You will not and will not permit any third party to:
Data Access: Obtain or attempt to obtain any data, information or content from the Services that have not been intentionally made publicly available either by their public display on the Services or through their accessibility by a visible link on the Services
Automated Access: Use any automated device, script, software, program, tool, algorithm, process or methodology (or any manual process having similar processes or functionality) to interact with the Services
Security Violations: Violate the security of the Services or attempt to gain unauthorized access to the Services
Interference: Interfere or attempt to interfere with the proper operation of the Services
System Overload: Take or attempt any action that may impose an unreasonable or disproportionately large load or burden on the Services or otherwise damage, disable, overburden or impair the Services
Harassment: Use or access the Services to intimidate or harass any other people or entities
Malicious Code: Upload to the Services or provide to AdGem any code or device capable of or intended to interrupt, harm or damage the Services or the operation of the Services
You recognize and agree that the AdGem Platform, Services, Advertisements, and all hardware, software and other technology used to operate the Services (“Technology“) are the property of AdGem and contain valuable assets and proprietary information of AdGem.
Accordingly, except as may be expressly permitted in this Agreement, you will not, and will not permit any third party to:
Notwithstanding anything else to the contrary set forth in this Agreement, you acknowledge and agree that AdGem shall have no obligation to pay you any Payment with respect to amounts generated as a result of:
AdGem may withhold the relevant portion of any Payment due to you in respect of any matter under the above circumstances.
If you wish to dispute the calculation of the Payment, you will provide AdGem with a written notice (via e-mail to the address set forth in the AdGem Platform) specifying the reasons for the dispute with as much detail as possible (the “Dispute Notice“), by no later than 14 days of delivery of the applicable calculations to you, whether provided in a report or otherwise.
Acceptance by Default: If such Dispute Notice is not delivered to AdGem within the applicable timeframe, such calculations shall be deemed accepted and agreed by you.
Resolution Process: Following receipt of a Dispute Notice, the parties will cooperate, in good faith, in order to resolve any such dispute.
Your Account includes a dashboard where you will be able to view reports regarding the number of impressions, clicks, rates, and your then current estimated Payment (the “Dashboard“).
Dashboard Disclaimers:
Confidentiality: To dispel all doubt, the Reports shall be considered a part of AdGem’s Confidential Information.
Your Tax Responsibilities: You acknowledge and agree that you will pay all applicable taxes, including without limitation:
Refund Obligations: Furthermore, you agree to refund AdGem any Payment that was paid to you and is subject to chargeback or other fees AdGem may have paid following delivery to you.
These Terms and Conditions (the “Agreement“) are between AdGem LLC (“AdGem“) and you, a developer of applications, or, if you represent an entity or other organization, that entity or organization (in either case, “you“, “your“, or “Publisher“).
AdGem provides a mobile application marketing advertising network platform (the “AdGem Platform“), which may be accessed through:
Each AdGem Website and AdGem Application is treated as a part of the “AdGem Platform” for purposes of this Agreement.
The AdGem Platform provides users the ability to access certain software referred to as the AdGem SDK, for serving advertisements, interactive features, or advertising content (“Advertisements“) to users (“End Users“) of Publisher’s proprietary mobile application (“Publisher Application“).
Collectively, the delivery of Advertisements by AdGem through the Publisher Application, and any accompanying functionality or features, in accordance with this Agreement shall be referred to as the “Services“.
You are the owner or licensed operator of the Publisher Application, and wish that AdGem provide you with Advertisements for the purpose of displaying such Advertisements through the Publisher Application, and in return AdGem may provide you with the Payment (as defined below), all subject to and in accordance with the terms and conditions set forth in this Agreement.
AdGem is willing to provide you with a license to access or use the Services as set forth in this Agreement if you agree to be bound by the terms and conditions of this Agreement.
Certain content or features on the AdGem Platform or other services offered by AdGem may have different terms and conditions that may apply to them or may require you to agree to additional terms and conditions (“Additional Terms“) in order to access or use them. If there is a conflict between the terms of this Agreement and any Additional Terms, the Additional Terms will prevail.
Additional Terms include the AdGem SDK Licensing Agreement, located at https://docs.adgem.com/publisher-support/sdk-license-agreement/, which is hereby incorporated upon the download or use of any part of the AdGem SDK by the party or affiliates, partners, owners or related entities of the party executing this Agreement with AdGem.
Important: If you do not, cannot or are not authorized to agree to the terms of the AdGem SDK Licensing Agreement, you must not download or use the AdGem SDK. If you plan to utilize the AdGem SDK, please review the AdGem SDK Licensing Agreement in full before accepting these Terms.
Please carefully read the terms and conditions of this Agreement. By clicking “I accept the terms in this agreement” button, or by otherwise downloading, accessing, installing, or using the Services, you acknowledge that you have read this Agreement and agree to be bound by the terms and conditions of this Agreement.
If you do not agree to be bound by the terms and conditions of this Agreement, AdGem is not willing to grant you any rights or licenses to access or use the Services, and you may not download, access, install, or use the Services.
This Agreement will be entered into as of the date you first download, access, install, or use the Services (the “Effective Date“).
Although not a part of this Agreement, to understand how we may process User personal information and Users’ rights with regard to their personal information, please view the AdGem Privacy Policy, located at https://docs.adgem.com/publisher-support/privacy-policy/ (“Privacy Policy“).
Terms used in this Agreement will have the definitions given in this Agreement or, if not defined in this Agreement, will have their plain English meaning as commonly interpreted in the United States.
AdGem reserves the right, at any time, to modify the AdGem Platform or any Services, with or without notice to you, by making those modifications available on the AdGem Platform; provided that any such modifications shall be in compliance with applicable law, rule and regulation and the terms of this Agreement.
AdGem also reserves the right, at any time, to modify this Agreement with 30 days’ prior written notice to Publisher. AdGem will inform you of the presence of any changes to this Agreement by:
Any modifications will be effective immediately upon posting on the AdGem Platform or delivery of such notice through the AdGem Platform.
Access to and use of the Services may require that you establish an account (an “Account“) on the AdGem Platform. Approval of your request to establish an Account will be at the sole discretion of AdGem.
Each user identification and password for your Account (each, “Account ID“) is personal in nature and may be used only by you or, as applicable, the User to whom the Account ID is issued.
In connection with establishing an Account, you will be asked to submit certain information about yourself and, as applicable, your organization (“Registration Information“).
You agree that:
Important: Before posting any Registration Information of Users associated with your Account, you are responsible for obtaining any and all authorizations required by federal or state law to authorize the sharing of their Registration Information, including their personal information, on the AdGem Platform.
You are solely responsible for all access to and use of your Account (whether authorized or unauthorized), including all Services accessed through your Account. AdGem may deem any actions taken through your Account to have been authorized by you.
Your responsibilities include:
You acknowledge that any orders made or other transactions completed through your Account will be deemed to have been lawfully completed by you. In no event will AdGem be liable for the foregoing obligations or the failure by you to fulfill such obligations.
For Organizations: The individual who establishes your Account (the “Account Authority“) will have control over your Account.
For Individuals: You will be the Account Authority for your Account, unless you designate a different Account Authority as specified below.
AdGem may deem the Account Authority to have full authority for all decisions relating to your Account, including:
The Account Authority may be changed by: 1. An email sent to AdGem from the registered email address of the current Account Authority 2. Bona fide legal written notice provided to AdGem by one of your corporate officers 3. As separately directed and acknowledged by AdGem
Your Responsibility: It is your responsibility to properly designate a new Account Authority whenever appropriate.
In the event of a dispute where multiple persons claim to be the rightful Account Authority, AdGem reserves the right, at its sole discretion, to: 1. Suspend all access to your Account until an Account Authority is properly designated to AdGem’s sole satisfaction, or 2. Terminate your Account and delete your Registration Information
Subject to the terms and conditions of this Agreement, AdGem grants to you a non-exclusive, non-sublicensable, non-transferable, limited license to access and use the Services solely to display Advertisements on a Publisher Application that is within your control and responsibility.
AdGem may, in our sole discretion, at any time: 1. Determine the scope of the Services, including the Advertisements that are available to you 2. Modify, replace, or make any other changes to, or discontinue, the Service (or any part thereof)
AdGem does not have any obligation to monitor any Advertisements which are available as part of the Services; provided, however, that AdGem shall use reasonable efforts to ensure that Advertisements comply with applicable law and do not contain or encourage any of the items described in Section 11.2.
The AdGem Platform permits you to access certain Advertisements through the Services. Your access to and utilization of the Advertisements may be governed by the terms of Additional Terms you have entered into with AdGem regarding the Advertisements.
If you have not entered into any separate agreement with AdGem regarding the Advertisements, you receive a non-exclusive, non-transferable, non-sublicensable, limited license to access and view the Advertisements solely through the Services using the AdGem Platform, which includes the display of such Advertisements through the Publisher Application.
Additional Rights: If you would like to utilize the Advertisements in a manner that is not expressly granted in this Section, you must enter into additional terms with AdGem providing you with those rights.
You agree that AdGem may identify you as a user of the Services. For that purpose, you agree to grant us a limited, worldwide, non-sublicensable, non-exclusive license to use your trademarks, trade names, and associated logos (“Publisher Marks“) solely to engage in the activity set forth above.
Rights Reserved: All rights which are not expressly granted herein are reserved by you. We shall not make any use of the Publisher Marks, in whole or in part, in any manner that is not expressly permitted under this Agreement or without your written consent.
The AdGem Platform, Services, and Advertisements may be utilized and accessed by Publisher solely as expressly set forth in this Agreement.
AdGem’s Rights: As between the parties, AdGem and its third party providers retain all right, title, and interest in and to:
All rights in and to the foregoing not expressly granted hereunder are reserved by AdGem and its third party providers.
Trademarks: The AdGem name and logo, and all names and logos displayed on the AdGem Platform, through the Services, or in any Advertisements, are trademarks or service marks of AdGem and its advertisers or third party providers. Except for your rights to use the AdGem Platform, Services, and Advertisements under this Agreement, you are granted no right or license to use any such trademarks or service marks.
Prohibition: Any use of such trademarks or service marks without AdGem’s express written consent is strictly prohibited.
The Services may include software owned by third parties (“Third Party Software“). You agree that your rights as to Third Party Software are subject to the terms of any additional third party licenses that may accompany or otherwise be provided in connection with the Third Party Software (“Third Party Licenses“).
Any Third Party Software not subject to a Third Party License is subject to the terms of this Agreement and the owners of any such Third Party Software are third party beneficiaries of this Agreement.
The Publisher Application and Publisher Marks may be utilized and accessed by AdGem solely as expressly set forth in this Agreement.
Your Rights: Except for those portions that are owned by AdGem as described in Sections 7.1 and 7.2, you and your third party providers (if any) retain all right, title and interest in and to:
All rights in and to the foregoing not expressly granted hereunder are reserved by you and your third party providers (if any).
AdGem is under no obligation to provide to you with any updates, upgrades, new versions, or new releases (collectively, “Updates“) of or to the Services, to correct any defects or errors in the Services, or to otherwise provide support or maintenance for the Services.
Update Terms: Any Update of or to the Services provided by AdGem will be treated as part of the “Services” for purposes of this Agreement. Upon receipt of any such Update, you must discontinue your use of any prior version of the Software.
For purposes of this Agreement, “IPR” means any and all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation:
You will not and will not permit any third party to:
Data Access: Obtain or attempt to obtain any data, information or content from the Services that have not been intentionally made publicly available either by their public display on the Services or through their accessibility by a visible link on the Services
Automated Access: Use any automated device, script, software, program, tool, algorithm, process or methodology (or any manual process having similar processes or functionality) to interact with the Services
Security Violations: Violate the security of the Services or attempt to gain unauthorized access to the Services
Interference: Interfere or attempt to interfere with the proper operation of the Services
System Overload: Take or attempt any action that may impose an unreasonable or disproportionately large load or burden on the Services or otherwise damage, disable, overburden or impair the Services
Harassment: Use or access the Services to intimidate or harass any other people or entities
Malicious Code: Upload to the Services or provide to AdGem any code or device capable of or intended to interrupt, harm or damage the Services or the operation of the Services
You recognize and agree that the AdGem Platform, Services, Advertisements, and all hardware, software and other technology used to operate the Services (“Technology“) are the property of AdGem and contain valuable assets and proprietary information of AdGem.
Accordingly, except as may be expressly permitted in this Agreement, you will not, and will not permit any third party to:
Notwithstanding anything else to the contrary set forth in this Agreement, you acknowledge and agree that AdGem shall have no obligation to pay you any Payment with respect to amounts generated as a result of:
AdGem may withhold the relevant portion of any Payment due to you in respect of any matter under the above circumstances.
If you wish to dispute the calculation of the Payment, you will provide AdGem with a written notice (via e-mail to the address set forth in the AdGem Platform) specifying the reasons for the dispute with as much detail as possible (the “Dispute Notice“), by no later than 14 days of delivery of the applicable calculations to you, whether provided in a report or otherwise.
Acceptance by Default: If such Dispute Notice is not delivered to AdGem within the applicable timeframe, such calculations shall be deemed accepted and agreed by you.
Resolution Process: Following receipt of a Dispute Notice, the parties will cooperate, in good faith, in order to resolve any such dispute.
Your Account includes a dashboard where you will be able to view reports regarding the number of impressions, clicks, rates, and your then current estimated Payment (the “Dashboard“).
Dashboard Disclaimers:
Confidentiality: To dispel all doubt, the Reports shall be considered a part of AdGem’s Confidential Information.
Your Tax Responsibilities: You acknowledge and agree that you will pay all applicable taxes, including without limitation:
Refund Obligations: Furthermore, you agree to refund AdGem any Payment that was paid to you and is subject to chargeback or other fees AdGem may have paid following delivery to you.
You represent and warrant that:
Ownership and Authorization:
You represent and warrant that:
Intellectual Property Compliance:
Content Restrictions: The Publisher Application and content displayed therein shall not include, endorse, or advocate any content or feature that:
Prohibited Content: Additionally, the content of Publisher’s media must comply with all applicable laws and regulations (including all laws respecting intellectual property rights) and, in any event, shall not include, promote or link to the following:
AdGem actively monitors traffic for fraud. If fraud is detected, Publisher’s account will be made inactive pending further investigation.
Publisher accounts are flagged that, among other things:
Fraud Consequences: If Publisher fraudulently adds leads or clicks or inflates leads or clicks by fraudulent traffic generation (such as pre-population of forms or mechanisms not approved by AdGem or use of sites in co-registration campaigns that have not been approved by Advertiser), as determined solely by AdGem in its reasonable discretion, Publisher will forfeit its entire commission for all programs related to the fraudulent activity and its account will be terminated.
You represent and warrant that you shall compensate End Users for clicking on any Advertisements or other commercial materials or provide any other incentives or benefits as specified by AdGem or as described in the Advertisements.
AdGem Offerwall Support: As a condition of AdGem providing player support for Publisher’s End Users on the AdGem offerwall, any time AdGem indicates to Publisher that the user should be provided with the specified amount of currency, the Publisher shall compensate user accordingly.
Breach Warning: Publisher failure to reward End Users in this way as specified by AdGem shall be considered a breach of this Agreement by Publisher.
Legal Compliance: You will comply with all laws, including data privacy and security laws and regulations, applicable to the personal information of the End Users that is being accessed, collected, used, or shared by you.
Privacy Policy Requirements: You shall post on the Publisher Application a privacy policy that abides by all applicable laws and that provides legally adequate disclosure to your End Users about:
Data Processing Agreement: You hereby acknowledge and agree to the terms of the Data Processing Addendum attached hereto as Exhibit A.
Subject to this Agreement, AdGem will make the AdGem Platform available to you.
Security Measures: AdGem uses reasonable and appropriate data security measures to maintain the security and confidentiality of the data and information that is part of the Account.
Legal Compliance: AdGem will comply with all laws, including data privacy and security laws and regulations, in connection with the provision of the AdGem Platform and performance of the Services hereunder, including with respect to personal information of End Users.
Except as expressly provided in Section 12, the AdGem Platform, Services, and Advertisements are provided “AS IS” without any warranty of any kind.
Warranty Disclaimers: To the maximum extent permitted by law, AdGem specifically disclaims all other warranties, express or implied, oral or written, arising by law or otherwise, relating to this Agreement or to the AdGem Platform, Services, and Advertisements, including, without limitation, any implied warranties of:
No Performance Guarantees: AdGem does not warrant that the AdGem Platform, Services, and Advertisements will be:
Content Disclaimer: AdGem provides all content as a service to you and accuracy cannot be guaranteed. AdGem reserves the right, at its sole discretion, to modify certain characteristics of the content including, but not limited to, watermarking and dimensions.
Excluded Damages: The Parties, and their respective third party providers, shall not be liable for any indirect, consequential, exemplary, punitive, or incidental damages, including, without limitation:
This limitation applies to damages arising from or related to the Publisher Application, this Agreement or to the AdGem Platform, Services, and Advertisements, even if such party has been advised of the possibility of such damages.
Damage Cap: A party’s total cumulative liability arising from or related to this Agreement, the Publisher Application or the AdGem Platform, Services, and Advertisements, as applicable is limited to the amounts paid to Publisher by AdGem during the prior three (3) month period.
Jurisdictional Note: Certain jurisdictions do not permit the limitation or exclusion of incidental damages, so this limitation may not apply to you.
You will indemnify, defend, and hold harmless AdGem, and its third party providers, subsidiaries, affiliates, and subcontractors, and their respective owners, officers, directors, employees, and agents, from and against any and all direct or indirect claims, damages, losses, damages, liabilities, expenses, and costs (including reasonable attorneys’ fees) arising from or out of:
Defense Rights: AdGem will provide you with notice of any such claim or allegation, and AdGem has the right to participate in the defense of any such claim at its expense.
Agreement Duration: This Agreement will begin on the Effective Date and will continue in perpetuity until it is terminated as set forth herein (the “Term“).
Either Party: Either party may terminate this Agreement upon 14 days’ prior written notice, for any reason and without liability.
AdGem Suspension: AdGem may also suspend or discontinue access to the AdGem Platform or Services, or your Account, at any time, with or without notice to you, upon any actual or suspected breach of this Agreement.
Upon expiration or termination of this Agreement, all rights granted to you under this Agreement shall immediately cease and you will:
Sections 1, 6, 7, 8, 9, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, and 23 shall survive any expiration or termination of this Agreement.
Assurance Requirements: At AdGem’s request, you will provide assurances acceptable to AdGem that you are using the AdGem Platform, Services, and Advertisements consistent with the terms of this Agreement.
Inspection Rights: Upon notice, at AdGem’s expense and during your normal operating hours, AdGem may inspect your records, accounts, and books relating to the use of the AdGem Platform, Services, and Advertisements to ensure that the AdGem Platform, Services, and Advertisements are being used in accordance with this Agreement.
Confidential Information Definition: The AdGem Platform and Services may include content, metadata, and other confidential and proprietary information of AdGem that a reasonable person would know is the confidential or proprietary information of AdGem given the circumstances (“Confidential Information“).
Usage Restrictions: You will not use any Confidential Information for any purpose not expressly permitted hereunder and will disclose Confidential Information only to:
Protection Standards: You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of similar nature and with no less than reasonable care.
Advertiser Relationships: Publisher recognizes that AdGem has proprietary relationships with its Advertisers.
Circumvention Prohibition: Publisher agrees not to circumvent AdGem’s relationship with such Advertisers, or to otherwise solicit, purchase, contract for or obtain services similar to the Services performed by AdGem hereunder from any Advertiser that is known, or should reasonably be known, by Publisher to have such a relationship with AdGem, during the term of the Agreement and for twelve (12) months following termination or expiration of the Agreement.
Pre-existing Relationships Exception: Notwithstanding the foregoing, to the extent that Publisher can show that they have already provided such services to any such Advertisers prior to the date of the first IO executed by the parties, then Publisher shall not be prohibited from continuing such relationship.
Publisher agrees that monetary damages for its breach, or threatened breach, of this Section 19 will not be adequate and that AdGem shall be entitled to:
Data Collection Rights: AdGem will have the right to collect, extract, compile synthesize, and analyze data or information resulting from your use of or access to the AdGem Platform and Services (“Usage Data“).
Ownership and Use: To the extent any Usage Data is collected by AdGem, the Usage Data will be solely owned by AdGem and may be used by AdGem for any lawful business purpose without a duty of accounting to you.
Clarification: For the avoidance of doubt, Usage Data does not include any End User or device level information.
You acknowledge and agree that due to the unique nature of the AdGem Platform and the Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow you or third parties to unfairly compete with AdGem resulting in irreparable harm to AdGem.
Injunctive Relief: Therefore, upon any such breach of this Agreement or threat thereof, you will not oppose any attempt by AdGem to obtain, in addition to whatever remedies it may have at law, an injunction or other appropriate equitable relief without making any additional showing of irreparable harm (and agrees to support the waiver of any requirement that AdGem be required to post a bond prior to the issuance of any such injunction or other appropriate equitable relief).
Any notices to AdGem relating to this Agreement shall be in writing and delivered to the e-mail address provided below and will be effective upon receipt by AdGem:
All notices to you relating to this Agreement shall be delivered by:
Notices will be sent to the address for you in your Account, and will be deemed given upon:
This Agreement consists of these terms and conditions and any exhibits hereto, all of which are incorporated herein and made a part of this Agreement. Unless otherwise amended by any Additional Terms, this Agreement represents the entire agreement and understanding between you and AdGem as to the matters set forth herein and will exclusively govern your access to or use of the Services. This Agreement will supersede any oral or written proposal, agreement or other communication between you and AdGem regarding your access to or use of the Services. Your acceptance of this Agreement is expressly limited to the terms and conditions set forth herein. Any additional or inconsistent terms provided by you in any other documents such as a purchase order will not have any legally binding effect on AdGem. This Agreement may be modified only by a binding written instrument entered into by you and AdGem.
All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
If any provision of this Agreement is determined to be invalid or unenforceable, such provision will to the extent possible be deemed amended by limiting and reducing it to the minimum extent necessary to make such provision valid and enforceable and the remaining provisions of this Agreement shall continue to be valid and enforceable and will be liberally construed to carry out the provisions and intent hereof. The invalidity or unenforceability of any provision of this Agreement in any jurisdiction will not affect the validity or enforceability of such provision in any other jurisdiction, nor will the invalidity or unenforceability of any provision of this Agreement with respect to any person affect the validity or enforceability of such provision with respect to any other person.
Neither this Agreement nor any of the rights or obligations hereunder may be assigned or transferred by you (by operation of law or otherwise) without the prior written consent of AdGem, provided, however that you shall be free to assign the Agreement in connection with a sale of all or substantially all of the assets to which this Agreement relates. This restriction on assignment or transfer shall apply to assignments or transfers by operation of law, as well as by contract, merger, or consolidation. Any attempted assignment or transfer in violation of the foregoing will be null and void.
The parties hereto are and shall remain independent contractors, and nothing contained herein shall be deemed to create any agency, partnership or joint-venture relationship between the parties. Neither party shall be deemed to be an employee or legal representative of the other, nor shall either party have any right or authority to create any obligation on behalf of the other party.
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder as a result of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, acts of God, war, governmental action, or any other cause that is beyond the reasonable control of such party.
This Agreement shall be governed by the laws of the State of Colorado, U.S.A., without regard to conflicts of law principles that would require the application of the laws of any other state or jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action or proceeding arising from or relating to this Agreement must be brought in the federal courts or state courts for Denver County, Colorado, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
Capitalized terms used in this Data Processing Addendum (“Addendum”) shall have the meanings set forth in this Addendum. Capitalized terms not otherwise defined herein shall have the meaning given to them in the AdGem Publisher Terms & Conditions (the “Agreement”). Except as modified below, the terms of the Agreement shall remain in full force and effect. The following obligations shall only apply to the extent required by Data Protection Laws with regard to the relevant Publisher Personal Data, if applicable.
“Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with either Publisher or AdGem respectively, where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
“Controller” means an entity that determines the purposes and means of the Processing of Personal Data.
“Data Protection Laws” means the data privacy and security laws and regulations of any jurisdiction applicable to the Processing of Publisher Personal Data, including, in each case to the extent applicable, European Data Protection Laws and United States Data Protection Laws.
“Data Subject” means the identified or identifiable natural person who is the subject of Personal Data.
“European Data Protection Laws” means, in each case to the extent applicable: (a) the EU General Data Protection Regulation 2016/679 (“GDPR”); (b) the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”), the Data Protection Act of 2018, and all other laws relating to data protection, the processing of personal data, privacy, or electronic communications in force from time to time in the United Kingdom (collectively, “UK Data Protection Laws”); (c) the Swiss Federal Act on Data Protection (“Swiss FADP”); and (d) any other applicable law, rule, or regulation related to the protection of Publisher Personal Data in the European Economic Area, United Kingdom, or Switzerland that is already in force or that will come into force during the term of this Addendum.
“Personal Data” means information that constitutes “personal information,” “personal data,” “personally identifiable information,” or similar term under Data Protection Laws.
“Process” means any operation or set of operations performed upon Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation, alteration, retrieval, consultation, use, alignment, combination, restriction, erasure, destruction or disclosure by transmission, dissemination or otherwise making available.
“Processor” means an entity that Processes Personal Data on behalf of a Controller.
“Publisher Personal Data” means Personal Data Processed by AdGem on behalf of Publisher to perform the Services under the Agreement.
“Security Incident” means a breach of AdGem’s security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Publisher Personal Data in AdGem’s possession, custody, or control. “Security Incident” does not include unsuccessful attempts or activities that do not compromise the security of Publisher Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems.
“Standard Contractual Clauses” means, as applicable, Module Two (Transfer controller to processor) or Module Three (Transfer processor to processor) of the standard contractual clauses approved by the European Commission’s implementing decision (C(2021)914) of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/678 or the European Parliament and of the Council (available at: https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj?uri=CELEX:32021D0914&locale=en), as supplemented or modified by Appendix 3.
“Subprocessor” means any Processor appointed by AdGem to Process Publisher Personal Data on behalf of Publisher or any Publisher Affiliate under the Agreement.
“Supervisory Authority” means an independent competent public authority established or recognized under Data Protection Laws.
“United States Data Protection Laws” means, in each case to the extent applicable: (a) the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, and its implementing regulations (collectively, “CCPA”); (b) the Virginia Consumer Data Protection Act (“VCPDA”); (c) the Colorado Privacy Act and its implementing regulations (“CPA”), when effective; (d) the Utah Consumer Privacy Act (“UCPA”), when effective; (e) Connecticut SB6, An Act Concerning Personal Data Privacy and Online Monitoring (“CTDPA”), when effective; and (f) any other applicable law or regulation related to the protection of Publisher Personal Data in the United States that is already in force or that will come into force during the term of this Addendum.
While providing the Services to Publisher and Publisher Affiliates pursuant to the Agreement, AdGem and AdGem Affiliates may Process Publisher Personal Data on behalf of Publisher or any Publisher Affiliate as per the terms of the Agreement and this Addendum. The parties acknowledge and agree that, as between the parties, with regard to the Processing of Publisher Personal Data under the Agreement, Publisher is a Controller and AdGem is a Processor. In some circumstances, the parties acknowledge that Publisher may be acting as a Processor to a third-party Controller in respect of Publisher Personal Data, in which case AdGem will remain a Processor with respect to the Publisher in such event. Each party will comply with the obligations applicable to it in such role under Data Protection Laws with respect to the Processing of Publisher Personal Data.
The parties acknowledge and agree that the nature and purpose of the Processing of Publisher Personal Data, the types of Publisher Personal Data Processed, the categories of Data Subjects, and other details regarding the Processing of Publisher Personal Data are as set forth in Appendix 1.
AdGem shall not Process Publisher Personal Data other than on Publisher’s documented instructions unless Processing is required by Data Protection Laws to which AdGem is subject, in which case AdGem shall to the extent permitted by Data Protection Laws inform Publisher of that legal requirement before Processing Publisher Personal Data. For the avoidance of doubt, the Agreement shall constitute documented instructions for the purposes of this Addendum.
Publisher hereby instructs AdGem to Process Publisher Personal Data: (a) to provide the Services to Publisher; (b) to perform its obligations and exercise its rights under the Agreement and this Addendum; and (c) as necessary to prevent or address technical problems with the Services. Publisher’s instructions for the Processing of Publisher Personal Data shall comply with Data Protection Laws.
Publisher shall be responsible for: (i) giving adequate notice and making all appropriate disclosures to Data Subjects regarding Publisher’s use and disclosure and AdGem’s Processing of Publisher Personal Data; and (ii) obtaining all necessary rights, and, where applicable, all appropriate and valid consents to disclose such Publisher Personal Data to AdGem and to permit the processing of such Publisher Personal Data by AdGem for the purposes of performing AdGem’s obligations under the Agreement or as may be required by Data Protection Laws. Publisher shall notify AdGem of any changes in, or revocation of, the permission to use, disclose, or otherwise process Publisher Personal Data that would impact AdGem’s ability to comply with the Agreement, this Addendum, or Data Protection Laws.
As used in this Section, the terms “Sell,” “Share,” “Business Purpose,” and “Commercial Purpose” shall have the meanings given in the CCPA and “Personal Information” shall mean any personal information (as defined in the CCPA) contained in Publisher Personal Data.
AdGem will not: (a) Sell or Share any Personal Information; (b) retain, use, or disclose any Personal Information (i) for any purpose other than for the Business Purposes specified in the Agreement, including for any Commercial Purpose other than the Business Purposes specified in the Agreement, or as otherwise permitted by the CCPA, or (ii) outside of the direct business relationship between Publisher and AdGem; or (c) combine Personal Information received from, or on behalf of, Publisher with Personal Data received from or on behalf of any third party, or collected from AdGem’s own interaction with Data Subjects, except to perform any Business Purpose permitted by the CCPA.
AdGem hereby certifies that it understands the foregoing restrictions under this Section and will comply with them. The parties acknowledge that the Personal Information disclosed by Publisher to AdGem is provided to AdGem only for the limited and specified purposes set forth in Appendix 1. AdGem will comply with applicable obligations under the CCPA and provide the same level of privacy protection to Personal Information as is required by the CCPA.
Publisher has the right to take reasonable and appropriate steps to help ensure that AdGem uses the Personal Information transferred in a manner consistent with Publisher’s obligations under the CCPA by exercising Publisher’s audit rights in Section 13. AdGem will notify Publisher if it makes a determination that Publisher can no longer meet its obligations under the CCPA. If AdGem notifies Publisher of unauthorized use of Personal Information, including under the foregoing sentence, Publisher will have the right to take reasonable and appropriate steps to stop and remediate such unauthorized use by limiting the Personal Information shared with AdGem, terminating the portion of the Agreement relevant to such unauthorized use, or such other steps mutually agreed between the parties in writing.
AdGem shall take reasonable steps to ensure that individuals that process Publisher Personal Data are subject to obligations of confidentiality or are under an appropriate statutory obligation of confidentiality.
Taking into account the state of the art, the costs of implementation and the nature, scope, context, and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, AdGem shall in relation to Publisher Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, in accordance with the security standards in Appendix 2 (the “Security Measures”).
AdGem may engage such Subprocessors as AdGem considers reasonably appropriate for the processing of Publisher Personal Data in accordance with this Addendum, provided that AdGem shall notify Publisher of the addition or replacement of such Subprocessor and Publisher may, on reasonable grounds, object to a Subprocessor by notifying AdGem in writing within 10 days of receipt of AdGem’s notification, giving reasons for Publisher’s objection. Upon receiving such objection, AdGem shall: (i) work with Publisher in good faith to make available a commercially reasonable change in the provision of the Services which avoids the use of that proposed Subprocessor; and (ii) where such change cannot be made within 10 days of AdGem’s receipt of Publisher’s notice, Publisher may by written notice to AdGem with immediate effect terminate the portion of the Agreement or relevant IO to the extent that it relates to the Services which require the use of the proposed Subprocessor. This termination right is Publisher’s sole and exclusive remedy to Publisher’s objection of any Subprocessor appointed by AdGem. AdGem shall require all Subprocessors to enter into an agreement containing data protection obligations not less protective than those in this Addendum. AdGem shall remain fully liable for all the acts and omissions of each Subprocessor.
In the event that any Data Subject exercises any of its rights under the Data Protection Laws in relation to Publisher Personal Data, AdGem will advise the Data Subject to submit the request to Publisher and Publisher will be responsible for responding to any such request. Taking into account the nature of the Processing of Publisher Personal Data and the functionality of the Services, AdGem will shall use reasonable efforts to assist Publisher in fulfilling its obligations as Controller following written request from Publisher, provided that AdGem may charge Publisher on a time and materials basis in the event that AdGem considers, in its reasonable discretion, that such assistance is onerous, complex, frequent, or time consuming.
AdGem will notify Publisher without undue delay after becoming aware of a confirmed Security Incident. Such notification may be delivered to an email address provided by Publisher or by direct communication (for example, by phone call or an in-person meeting). Publisher is solely responsible for ensuring that the appropriate notification contact details are current and valid. AdGem will take reasonable steps to provide Publisher with information available to AdGem that Publisher may reasonably require to comply with its obligations as Controller to notify impacted Data Subjects or Supervisory Authorities. Upon becoming aware of a confirmed Security Incident, AdGem will: (a) notify Publisher of the Security Incident without undue delay after becoming aware of the Security Incident; and (b) take reasonable steps to identify the cause of such Security Incident, minimize harm, and prevent a recurrence. AdGem will take reasonable steps to provide Publisher with information available to AdGem that Publisher may reasonably require to comply with its obligations under Data Protection Laws. AdGem’s notification of or response to a Security Incident under this Section will not be construed as an acknowledgement by AdGem of any fault or liability with respect to the Security Incident.
In the event that Publisher considers that the Processing of Publisher Personal Data requires a privacy impact assessment to be undertaken or requires assistance with any prior consultations to any Supervisory Authority of Publisher, following written request from Publisher, AdGem shall, taking into account the nature of AdGem’s Processing of Publisher Personal Data and the information available to AdGem, use reasonable commercial efforts to provide relevant information and assistance to Publisher to fulfil such request, provided that AdGem may charge Publisher on a time and materials basis in the event that AdGem considers, in its reasonable discretion, that such assistance is onerous, complex, frequent, or time consuming.
Unless otherwise required by applicable law, following termination or expiration of the Agreement AdGem shall, at Publisher’s option, delete or return all Publisher Personal Data and all copies to Publisher.
AdGem shall make available to Publisher on request all information reasonably necessary to demonstrate compliance with this Addendum and allow for and contribute to audits, including inspections by Publisher or an auditor mandated by Publisher, not being competitors of AdGem (“Mandated Auditor”) of any premises where the Processing of Publisher Personal Data takes place in order to assess compliance with this Addendum. AdGem shall provide reasonable cooperation to Publisher in respect of any such audit and shall at the request of Publisher, provide Publisher with relevant records of compliance with its obligations under this Addendum. AdGem shall promptly inform Publisher if, in its opinion, a request infringes the Data Protection Laws or any other confidentially obligations with AdGem’s other Publishers. Publisher agrees that: (i) audits may only occur during normal business hours, and where possible only after reasonable notice to AdGem (not less than 20 days’ advance written notice); (ii) audits will be conducted in a manner that does not have any adverse impact on AdGem’s normal business operations; (iii) Publisher and any Mandated Auditor will comply with AdGem’s standard safety, confidentiality, and security procedures in conducting any such audits; and (iv) any records, data, or information accessed by Publisher or any Mandated Auditor in the performance of any such audit will be deemed to be the Confidential Information of AdGem. To the extent any such audit incurs in excess of 20 hours of AdGem personnel time, AdGem may charge Publisher on a time and materials basis for any such excess hours.
In the event that any Publisher transfers to AdGem any Publisher Personal Data that is subject to European Data Protection Laws, and and such transfer is not subject to an alternative adequate transfer mechanism under European Data Protection Laws or otherwise exempt from cross-border transfer restrictions, then Publisher on behalf of itself and each Publisher Affiliate as “data exporter” and AdGem on behalf of itself and each AdGem Affiliate as “data importer” agree that the applicable terms of the Standard Contractual Clauses shall apply to and govern such transfer and are hereby incorporated herein by reference, which terms shall take precedence over those in this Addendum. In the event that the Standard Contractual Clauses cease to be recognized as a legitimate basis for the transfer of Personal Data to an entity located outside the EEA, Publisher shall cooperate with AdGem to identify and implement an alternative legitimate basis to the extent that one is required by the Data Protection Laws. The Standard Contractual Clauses shall come into effect on the later of: (i) the data exporter becoming a party to them; (ii) the data importer becoming a party to them; and (iii) commencement of the relevant transfer; and the Standard Contractual Clauses shall automatically terminate once the transfer becomes lawful under European Data Protection Laws in the absence of such Standard Contractual Clauses on any other basis.
Any obligation imposed on AdGem under this Addendum in relation to the Processing of Publisher Personal Data shall survive any termination or expiration of the Agreement and automatically expire upon AdGem’s deletion or return of all Publisher Personal Data. Should any provision of this Addendum be invalid or unenforceable, then the remainder of this Addendum shall remain valid and in force. The invalid or unenforceable provision shall be either: (i) amended as necessary to ensure its validity and enforceability, while preserving the intent of the provision as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein. With regard to the subject matter of this Addendum, the provisions of this Addendum shall prevail over the Agreement with regard to data protection obligations for Personal Data of a Data Subject under Data Protection Laws. Any liabilities arising in respect of this Addendum are subject to the limitations of liability under the Agreement. This Addendum will be governed by and construed in accordance with the governing law and jurisdiction provisions in the Agreement, unless required otherwise by Data Protection Laws.
Details of Processing of Publisher Personal Data
The subject matter and duration of the Processing are as described in the Agreement and the Addendum.
The nature of the Processing involves those activities reasonably required to facilitate or support the provision of the Services as described in the Agreement and the Addendum.
The purpose of the Processing is to facilitate or support the provision of the Services as described in the Agreement and the Addendum, and include the following business purposes:
Undertaking activities to verify or maintain the quality or safety of the Services, and to improve, upgrade, or enhance the Services.
The categories of Data Subjects to whom Publisher Personal Data relates
The categories of Data Subjects shall be as is contemplated or related to the Processing described in the Agreement, and may include Publisher’s authorized account Users and its End Users.
The categories of Publisher Personal Data Processed are those categories contemplated in and permitted by Agreement may include advertising identifiers, device identifiers, location data, IP addresses, and birth date of End Users.
Not applicable.
If applicable, on a continuous basis for the term of the Agreement.
As set forth in the Addendum or the Agreement.
As set forth in the Addendum or the Agreement.
Security Measures
Information Security Program. Implement, maintain, and comply with information security policies and procedures designed to protect the confidentiality, integrity, and availability of Publisher Personal Data and any systems that store or otherwise Process it, which are: (a) aligned with an industry-standard control framework (e.g., NIST SP 800-53, ISO 27001, CIS Critical Security Controls); (b) approved by executive management; (c) reviewed and updated at least annually; and (d) communicated to all personnel with access to Publisher Personal Data.
Risk Assessment. Maintain risk assessment procedures for the purposes of periodic review and assessment of risks to the organization, monitoring and maintaining compliance with the organization’s policies and procedures, and reporting the condition of the organization’s information security and compliance to internal senior management.
Personnel Training. Train personnel to maintain the confidentiality, integrity, and availability of Publisher Personal Data, consistent with the terms of the Agreement and Data Protection Laws.
Vendor Management. Prior to engaging Subprocessors and other subcontractors, conduct reasonable due diligence and monitoring to ensure subcontractors are capable of maintaining the confidentiality, integrity, and availability of Publisher Personal Data.
Access Controls. Only authorized personnel and third parties are permitted to access Publisher Personal Data. Maintain logical access controls designed to limit access to Publisher Personal Data and relevant information systems (e.g., granting access on a need-to-know basis, use of unique IDs and passwords for all users, periodic review and revoking or changing access when employment terminates or changes in job functions occur).
Secure User Authentication. Maintain password controls designed to manage and control password strength, expiration, and usage. These controls include prohibiting users from sharing passwords and requiring that passwords controlling access to Publisher Personal Data must: (a) be at least 8 characters in length and meet minimum complexity requirements; (b) not be stored in readable format on the organization’s computer systems; (c) have a history threshold to prevent reuse of recent passwords; and (d) if newly issued, be changed after first use.
Incident Detection and Response. Maintain policies and procedures to detect and respond to actual or reasonably suspected Security Incidents, and encourage the reporting of such incidents.
Vulnerability Management. Detect, assess, mitigate, remove, and protect against new and existing security vulnerabilities and threats, including viruses, bots, and other malicious code, by implementing vulnerability management, threat protection technologies, and scheduled monitoring procedures.
Physical Security. Take steps to ensure the physical and environmental security of data centers, server room facilities and other areas containing Publisher Personal Data, including by: (a) protecting information assets from unauthorized physical access; (b) managing, monitoring, and logging movement of persons into and out of the organization’s facilities; and (c) guarding against environmental hazards such as heat, fire, and water damage.
Business Continuity and Disaster Recovery. Maintain business continuity and disaster recovery policies and procedures designed to maintain service and recover from foreseeable emergency situations or disasters.
Standard Contractual Clauses
Application of Modules. If Publisher is acting as a Controller with respect to Publisher Personal Data, “Module Two: Transfer controller to processor” of the Standard Contractual Clauses shall apply. If Publisher is acting as a Processor to a third-party Controller with respect to Publisher Personal Data, AdGem is a sub-Processor and “Module Three: Transfer processor to processor” of the Standard Contractual Clauses shall apply.
Sections I-V. The parties agree to the following selections in Sections I-IV of the Standard Contractual Clauses: (a) the parties select Option 2 in Clause 9(a) and the specified time period shall be the notification time period set forth in Section 8 of the Addendum; (b) the optional language in Clause 11(a) is omitted; (c) the parties select Option 1 in Clause 17 and the governing law of the Republic of Ireland will apply; and (d) in Clause 18(b), the parties select the courts of the Republic of Ireland.
Annexes. The name, address, contact details, activities relevant to the transfer, and role of the parties set forth in the Agreement and the Addendum shall be used to complete Annex I.A. of the Standard Contractual Clauses. The information set forth in Appendix 1 to the Addendum shall be used to complete Annex I.B. of the Standard Contractual Clauses. The competent supervisory authority in Annex I.C. of the Standard Contractual Clauses shall be the relevant supervisory authority determined by Clause 13 and the GDPR, unless otherwise set forth in Sections 5 or 6 of this Appendix 3. If such determination is not clear, then the competent supervisory authority shall be the Irish Data Protection Authority. The technical and organizational measures in Annex II of the Standard Contractual Clauses shall be the measures set forth in Appendix 2 to the Addendum.
Supplemental Business-Related Clauses. In accordance with Clause 2 of the Standard Contractual Clauses, the parties wish to supplement the Standard Contractual Clauses with business-related clauses, which shall neither be interpreted nor applied in such a way as to contradict the Standard Contractual Clauses (whether directly or indirectly) or to prejudice the fundamental rights and freedoms of Data Subjects. AdGem and Publisher therefore agree that the applicable terms of the Agreement and the Addendum shall apply if, and to the extent that, they are permitted under the Standard Contractual Clauses, including without limitation the following:
The instructions described in Clause 8.1 are set forth in Section 4 of the Addendum.
In the event a Data Subject requests a copy of the Standard Contractual Clauses or the Addendum under Clause 8.3, Publisher shall make all redactions reasonably necessary to protect business secrets or other confidential information of AdGem.
Deletion or return of Publisher Personal Data by AdGem under the Standard Contractual Clauses shall be governed by Section 12 of the Addendum. Certification of deletion of Publisher Personal Data under Clause 8.5 or Clause 16(d) will be provided by AdGem upon the written request of Publisher.
AdGem shall be deemed in compliance with Clause 8.8 to the extent such onward transfers occur in accordance with Article 4 of the Commission Implementing Decision (EU) 2021/914 of 4 June 2021.
Any information requests or audits provided for in Clause 8.9 shall be fulfilled in accordance with Section 13 of the Addendum.
The relevant terms of the Agreement which govern indemnification or limitation of liability shall apply to AdGem’s liability under Clauses 12(a), 12(d), and 12(f).
The relevant terms of the Agreement which govern termination shall apply to a termination pursuant to Clauses 14(f) or 16.
Transfers from the United Kingdom. If Publisher transfers Publisher Personal Data to AdGem that is subject to UK Data Protection Laws, the parties acknowledge and agree that: (a) the template addendum issued by the Information Commissioner’s Office of the United Kingdom and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022 (available at: https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf), as it may be revised from time to time by the Information Commissioner’s Office (the “UK Addendum”) shall be incorporated by reference herein; (b) the UK Addendum shall apply to and modify the Standard Contractual Clauses solely to the extent that UK Data Protection Laws apply to Publisher’s Processing when making the transfer; (c) the information required to be set forth in “Part 1: Tables” of the UK Addendum shall be completed using the information provided in this Appendix 3 and the Addendum; and (d) either party may end the UK Addendum in accordance with section 19 thereof.
Transfers from Switzerland. If Publisher transfers Publisher Personal Data to AdGem that is subject to the Swiss FADP, the following modifications shall apply to the Standard Contractual Clauses to the extent that the Swiss FADP applies to Publisher’s Processing when making that transfer: (a) the term “member state” as used in the Standard Contractual Clauses shall not be interpreted in such a way as to exclude Data Subjects in Switzerland from suing for their rights in their place of habitual residence in accordance with Clause 18(c) of the Standard Contractual Clauses; (b) the Standard Contractual Clauses shall also protect the data of legal entities until the entry into force of the revised Swiss FADP on or about 1 September 2023; (c) references to the GDPR or other governing law contained in the Standard Contractual Clauses shall also be interpreted to include the Swiss FADP; and (d) the parties agree that the supervisory authority as indicated in Annex I.C of the Standard Contractual Clauses shall be the Swiss Federal Data Protection and Information Commissioner.
Effective as of July 2, 2025
