Table of Contents
- Advertisers in the United States — If your principal place of business is in the United States of America or its territories, you have entered into this Agreement with AppLovin Corporation.
- Advertisers in all Non-US Regions — If your principal place of business is outside of the United States of America or its territories, you have entered into this Agreement with AppLovin (Singapore) Pte. Ltd., except for the Data Processing Agreement set forth in Section 4, which you have entered into with AppLovin Corporation, as the parent corporation for AppLovin (Singapore) Pte. Ltd.
- Publishers in Singapore — If your principal place of business is in Singapore, you have entered into this Agreement with AppLovin (Singapore) Pte. Ltd., except for the Data Processing Agreement set forth in Section 4, which you have entered into with AppLovin Corporation, as the parent corporation for AppLovin (Singapore) Pte. Ltd.
- Publishers worldwide, excluding Singapore — If your principal place of business is in any other country or region except Singapore, you have entered into this Agreement with AppLovin Corporation.
If you are entering into this Agreement on behalf of a company or other entity, you represent that you are a duly authorized employee or agent of such company or entity and that such company or other entity will be bound by this Agreement. In such a case, the term “you” will also refer to such third party(ies) on a joint and several basis.
AppLovin provides software solutions for mobile app publishers and other devices and/or platforms to automate and optimize the marketing and monetization of their mobile apps and other platforms, products, or services by placing and displaying different types of advertisements and distributing Users’ mobile apps or other platforms, products, or services to end users (collectively, the “Services”). AppLovin may offer additional services or revise any of the Services, at its discretion, and this Agreement will apply to all additional services or revised Services. As explained below, AppLovin reserves the right to cease offering any of the Services and to immediately suspend or terminate your access to any of the Services.
SECTION 17 OF THIS AGREEMENT CONTAINS AN INFORMAL DISPUTE RESOLUTION PROCESS, A BINDING AGREEMENT TO ARBITRATE, AND A CONSOLIDATED, CLASS ACTION, AND REPRESENTATIVE ACTION WAIVER. PLEASE REVIEW SECTION 17 AND THIS ENTIRE AGREEMENT CAREFULLY.
You must be an individual person of at least 18 years old (or a higher age as required by applicable law) to use the Platform and to register for the Services. By using the Services, you represent and warrant that you are at least 18 years old (or a higher age as required by applicable law).
2. Use of Platform and Service.
As a User or a User registered to use any of the Services (a “Registered User”), you agree to the following:
Your account is for your personal (i.e., individual or entity) use only. You may not authorize others to use your account, and you may not assign or otherwise transfer your account or this Agreement to any other person or entity. You acknowledge that AppLovin is not responsible for third-party access to your account that results from theft or misappropriation of your usernames and passwords or any other circumstance outside of AppLovin’s control.
You will use the Services only in a manner consistent with this Agreement and all applicable local, state, national, and international laws and regulations, including, but not limited to, United States export control laws.
Software from this Platform and Services (the “Software”) is further subject to United States export controls. You represent and warrant that you (i) are not located in, under the control of, or a national or resident of any country which the United States has embargoed goods or services; (ii) are not identified as a “Specially Designated National”; (iii) are not placed on the U.S. Commerce Department’s Denied Persons List; and (iv) will not access or use the Services if any applicable laws in your country prohibit you from doing so in accordance with this Agreement.
Registration for, and use of, the Services are void where prohibited. To the extent that the Services are not legal in your jurisdiction, you may not use the Services.
Risk Assumption and Precautions.
AppLovin is not responsible for the conduct, whether online or offline, of any User of the Platform or the Services. AppLovin is not responsible for any problems, changes, or technical malfunctions of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email, or other systems, on account of technical problems or traffic congestion on the Internet or at any site or combination thereof, including injury or damage to Users’ or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Platform or any of its affiliates, advertisers, promoters, or distribution partners and/or in connection with the Services. Under no circumstances will AppLovin or any of its affiliates, advertisers, promoters, or distribution partners be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of the Platform or the Services.
No False Information.
You will not provide inaccurate, misleading, or false information to AppLovin. If information provided to AppLovin subsequently becomes inaccurate, misleading, or false, you will promptly notify AppLovin of such change.
Advertisers, media buyers, ad agencies, or other provider of Ads (“Advertisers”) may provide content, including but not limited to, text links, banners, videos, artwork, and graphics (“Advertisements”), and AppLovin may collect content, including but not limited to, text links, videos, artwork, and other files, for display on a Publisher’s Property or Properties.
Advertisers, agencies, demand-side platforms, and any other entity that bids on advertising inventory or serves Advertisements through the Services must comply with the AppLovin Policies for Demand Partners (the “Demand Policies”) and shall not contribute, submit, or make available through the Services, or use the Services in connection with, any Advertisements or content that violates the Demand Policies.
User hereby grants to AppLovin an irrevocable, sublicensable, non-exclusive, worldwide, and royalty-free right and license to copy, adapt, reproduce, distribute, display, publicly perform, and otherwise use Advertisements and other content, including any intellectual property rights contained therein, for the purpose of providing the Services, including without limitation serving the Advertisements, and distributing Advertisers’ mobile applications or their other platforms, products, or services to end users.
Mobile application publishers and other devices and/or platforms (collectively, “Publishers”) may list assets, including but not limited to, mobile sites, applications, connected TV devices, and other platforms or services (each a “Property,” and collectively “Properties”), and make them available for Advertisements (as defined above). Publishers hereby grant AppLovin all the necessary rights and permissions to: (a) use your Property’s or Properties’ intellectual property rights provided during the Services for the purpose of fulfilling AppLovin’s obligations, (b) access, index, store, and cache requests made from User’s Property or Properties to the Services, including by automated means, and (c) access your Property or Properties to provide the Services, including placing or displaying advertisements.
Publishers must comply with the AppLovin Policies for Publishers (the “Publisher Policies”) and shall not contribute, submit, or make available through the Services, or use the Services in connection with, any Property or content that violates the Publisher Policies.
In addition, Publishers may not generate or engage in, or authorize or encourage any third party to generate or engage in, invalid activity, invalid traffic, fraudulent impressions of, or fraudulent clicks on, any Advertisement (as defined above) through any means, including but not limited to, repeated manual clicks, the use of robots or other automated query tools and/or computer-generated search requests, and/or the fraudulent use of other search engine optimization services and/or software. As set forth below and in the Publisher Policies, AppLovin will determine what constitutes valid impressions, clicks, requests, valid traffic, and valid activity. Payments to you as a Publisher may be withheld or adjusted if you engage in any actual or suspected violation of this Agreement or the Publisher Policies.
When you create an account with AppLovin to engage with our Platform, Services, and Software in a business capacity, you agree that your account and related data will be retained for the required periods under applicable law.
3. Ownership / Confidential Information.
Other than as set out expressly in this Agreement, AppLovin Corporation owns and will retain all right, title, and interest in and to the Platform, the Services, the Software, and the advertisements created by AppLovin (“AppLovin Ads”). You and your licensors own and will retain all right, title, and interest in your Advertisements and any Property.
You may not copy, modify, distribute, sell, or lease any part of our Platform, Services, AppLovin Ads, or included Software, nor may you reverse engineer or attempt to extract any of our source code. You will not remove, obscure, or alter AppLovin’s copyright notice or other proprietary rights notices affixed to or contained within the Services, Software, or documentation.
User agrees that AppLovin Ads may be used solely for Property within AppLovin’s network in connection with the Services.
You agree not to disclose AppLovin Confidential Information without our prior written consent. “AppLovin Confidential Information” includes: (a) all AppLovin software, technology, and documentation relating to the Services and the Platform; (b) the existence of, and information about, beta features in a Service; (c) the terms of any insertion order, pricing information related to the Services, and any statistics provided by AppLovin concerning your participation in the Services; and (d) any other information made available by AppLovin that is marked confidential or would normally be considered confidential given the nature of the information or the circumstances in which it is presented. AppLovin Confidential Information does not include information that you already knew prior to your use of the Services or the Platform, that becomes public through no fault of yours, that was independently developed by you without use of AppLovin Confidential Information, or that was lawfully given to you by a third party without breach of confidentiality.
You will not post, copy, modify, transmit, disclose, show in public, create any derivative works from, distribute, make commercial use of, or reproduce in any way any (i) AppLovin Confidential Information or (ii) copyrighted material, trademarks, or other proprietary information accessible via the Services or the Platform, without first obtaining the prior written consent of the owner of such proprietary rights. All other names, logos, product and service names, designs, and slogans on the Platform are the trademarks of their respective owners.
4. User Information.
Data Processing Agreement.
To the extent that any Personal Data (as such term is defined under applicable data protection law) is shared hereunder, the processing of such Personal Data shall be governed by the terms set forth in the AppLovin Corporation AppDiscovery and MAX Data Processing Agreement (the “AppDiscovery and MAX DPA”) for MAX Publishers and AppDiscovery Advertisers and AppLovin Corporation Demand Partners Data Processing Agreement (the “Demand Partners DPA”) for ALX Demand Side Partners, respectively, which are incorporated into and made a part of this Agreement.
Use of Anonymous Information for Research.
By using the Services, you agree to allow AppLovin to anonymously use the information provided from you through the Services to continue AppLovin’s research to improve its Services.
Modifications to the Agreement or Services.
AppLovin may need to modify the Agreement (including for clarity any terms incorporated herein, including without limitation the Publisher Policies, Demand Policies, SDK EULA, Supply DPA, and Demand DPA) from time to time. AppLovin will post on the Platform a copy of the modified Agreement, which will generally become effective 30 days later. However, changes addressing new functions for the Services or changes made for legal reasons will be effective immediately. If you do not agree to a modification of this Agreement, you must stop using the Platform and the Services. Your continued access to the Platform or the Services will indicate that you have accepted the change.
We are constantly changing and improving our Services. We may add or remove functionalities or features of the Services or the Platform at any time, and we may suspend, withdraw, restrict, modify, or stop all or any part of our Services or the Platform at any time.
Modifications to Campaign Information.
Modifications to Campaign Information (as defined below) may be communicated either (i) via User’s online account or (ii) via email by either Party. Any modification via User’s online account will be effective immediately. Any modification via email will be effective as follows: (i) for modifications by User, upon email acknowledgment by AppLovin; (ii) for modifications by AppLovin, two (2) days after the date of the email making the modification. “Campaign Information” means the following information with respect to an advertising campaign: start date, end date, pricing, geography, targeting, and total expenditure.
6. Fees and Payments.
AppLovin will provide User with access to an online reporting system. You acknowledge and understand that AppLovin will invoice you exclusively based on the numbers in AppLovin’s online reporting system. Unless otherwise indicated, payment will be due from User within thirty (30) days of the invoice date, and all amounts will be payable in US Dollars regardless of your primary place of business.
If User’s payment method fails or any account(s) become past due, AppLovin may take steps to collect past due amounts using any available collection mechanisms, including netting or offsetting any past due amounts from payments to you as a Publisher. User agrees to pay all expenses associated with any collection mechanism, including reasonable attorneys’ and collections’ fees, plus interest accruing on any past due amounts at the rate of the lesser of 1% per month or the lawful maximum.
If User is a Publisher, AppLovin will pay User monthly earnings for valid impressions filled by AppLovin, as reflected in AppLovin’s online reporting system, subject to the minimum applicable threshold for payment set forth in User’s online account. Any such payments will be related to valid impressions shown on Publisher’s Property and the pricing associated with such impressions, which pricing may include the cost per mile (CPM) or a percentage of Net Revenue (as defined below) as determined by AppLovin. User monthly earnings for impressions filled through the Services by other networks, as may be reflected in AppLovin’s online reporting system, will be paid in accordance with the policies and practices of those other networks.
“Net Revenue” shall mean revenues actually received by AppLovin from the sale, use, or other disposition of Advertisements displayed on Publisher’s Property, less Taxes (as defined below), less any agency commissions, buyer fees, carrier and/or partner fees, and less any allowances actually made or taken for returns, cash discounts, or promotional allowances, but excluding other revenues indirectly earned, if applicable, for consulting, planning and targeting, copywriting, site building, account management, or technical modifications or technical innovations that may be charged by AppLovin to third parties from time to time. The portion of Net Revenue received by User shall be determined on the first Monday of each calendar month, on which day those revenues accrued to User’s account thirty (30) or more days earlier shall become eligible to be paid. In the event User’s earnings for any given month are less than the applicable payment threshold communicated to User via User’s online account, AppLovin reserves the right to roll such payment over month to month until the applicable payment threshold has been met.
As explained above, all payments to you will be calculated solely based on AppLovin’s accounting. Payments to you may be withheld or adjusted based upon any amounts you owe to AppLovin, any amounts refunded or credited to advertisers, any amounts arising from invalid activity, or if you engage in any actual or suspected violation of this Agreement or the Publisher Policies, as determined by AppLovin in its sole discretion. Invalid activity is determined by AppLovin in all cases and includes, but is not limited to, (i) spam, invalid impressions, or invalid clicks on Advertisements generated by any person, bot, automated program, or similar device, including through any clicks or impressions originating from your IP addresses or computers under your control; (ii) clicks solicited or impressions generated by payment of money and false representation; (iii) clicks or impressions co-mingled with a significant amount of the activity described in (i and ii) above; or (iv) any breach of this Agreement by User. In addition to our other rights and remedies, AppLovin may withhold and offset any payments owed to you under this Agreement against any fees you owe AppLovin under this Agreement or any other agreement.
AppLovin reserves the right to change its fees and to institute new charges at any time, upon prior notice to User, and to invoice for fees and/or make payments for earnings from any of our affiliates. To ensure proper payment, User is solely responsible for providing and maintaining accurate contact and payment information associated with User’s account. User will pay any direct or indirect local, state, federal or foreign taxes, levies (including any equalization levy), duties or similar governmental assessments of any nature, including but not limited to VAT, GST, excise, sales, use, consumption, and withholding taxes (collectively, “Taxes’) or other charges in connection with its use of the Platform, Software, and/or Services, including any Taxes AppLovin is legally obligated to charge. AppLovin’s fees do not include Taxes and User agrees to pay, in addition to such fees, all applicable Taxes imposed by any taxing authority in connection with User’s use of the Services. User shall pay the full amount owed to AppLovin, inclusive of and without deduction for, any invoiced Taxes. User may provide AppLovin with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case AppLovin will not charge or collect the Taxes covered by such certificate. Where a Publisher supplies a Property or Properties to AppLovin which is subject to any Taxes, Publisher shall be responsible for remitting the Taxes to the proper authorities. Where applicable, Publisher agrees to GST self-billing for Singapore GST purposes and agrees to remit all GST output tax to the proper authorities, as required by law, as shown on each AppLovin self-billed invoice. Upon request, Publisher shall provide AppLovin with its GST registration number.
Subject to the foregoing, AppLovin will pay User’s monthly earnings based on the payment details entered into User’s AppLovin account. Depending upon your payment details and the circumstances of those banking relationships, you may be responsible for certain bank fees associated with the transmission of payments from your AppLovin account.
7. Disclaimer of Warranties.
If User is a Publisher, User specifically acknowledges and agrees that AppLovin has no control over (and is merely a passive conduit with respect to) any content that may be submitted or published by any advertiser, and that User is solely responsible (and assumes all liability and risk) for determining whether such content is appropriate or acceptable to User.
If User is an Advertiser, User specifically acknowledges and agrees that AppLovin has no control over any content that may be available or published on any Property (or otherwise), and that User is solely responsible (and assumes all liability and risk) for determining whether such content is appropriate or acceptable to User.
THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. APPLOVIN PROVIDES THE PLATFORM AND THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS AND MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICES OR THE PLATFORM (INCLUDING ALL INFORMATION CONTAINED THEREIN), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, OR NON-INFRINGEMENT. APPLOVIN DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM AND THE SERVICES WILL BE SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR-FREE, OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS IN THE PLATFORM OR THE SERVICES WILL BE CORRECTED. APPLOVIN DISCLAIMS LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, THE CONNECTIVITY AND AVAILABILITY OF THE PLATFORM OR THE SERVICES.
In addition, we may suspend, withdraw, restrict, modify, or stop all or any part of our Services or the Platform at any time.
From time to time, AppLovin may offer new “beta” features or tools, which Users may experiment on the Services or the Platform. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and they may be modified or discontinued at AppLovin’s sole discretion. The provisions of this Disclaimer of Warranty section apply with full force to such features or tools.
8. Limitation of Liability.
Incidental Damages and Aggregate Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE THAT, IN NO EVENT WILL APPLOVIN BE LIABLE (i) FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE PLATFORM OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS, AND PROCUREMENT OF SUBSTITUTE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF APPLOVIN KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (ii) FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES OR THE PLATFORM AND OPERATORS OF EXTERNAL PLATFORMS, RESOURCES, OR WEBSITES.
TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL APPLOVIN’S AGGREGATE LIABILITY, IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES OR THE PLATFORM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, EXCEED THE NET AMOUNT PAID UNDER THIS AGREEMENT DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE RELEVANT CLAIM, BUT IN NO EVENT CAN THAT AMOUNT EXCEED THE TOTAL SUM OF TEN THOUSAND DOLLARS (US$10,000). NOTWITHSTANDING ANYTHING IN THE FOREGOING, IF NO AMOUNT HAS BEEN PAID BY OR TO USER IN THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE RELEVANT CLAIM, APPLOVIN’S MAXIMUM LIABILITY IN ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES OR THE PLATFORM WILL BE THE TOTAL SUM OF TWENTY DOLLARS (US$20).
FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS A PARTY’S LIABILITY TO THE EXTENT SUCH EXCLUSION OR LIMITATION WOULD BE UNLAWFUL UNDER APPLICABLE LAW.
You agree to indemnify, defend, and hold harmless AppLovin, its officers, managers, directors, employees, affiliates, and subsidiaries, and each of their respective legal representatives, successors, and assigns, for any claims, demands, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of or from (a) your use of or inability to use the Platform or Services, (b) your violation of any term of this Agreement, including your representations and warranties, the Publisher Policies, or the Demand Partner Policies, (c) your violation of any right of a third party, or (d) your violation of any applicable laws, rules, or regulations, including those concerning privacy and data protection. AppLovin reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with AppLovin in asserting any available defenses.
10. Complaints / Contact.
If you are a consumer living in the European Union and you have a complaint, you can also go to the Online Dispute Resolution platform, a service provided by the European Union, which provides an interactive website where you may submit your complaint should you be dissatisfied with our response and attempts to resolve your issue.
11. Communication and Privacy.
12. Term and Termination.
This Agreement will become effective upon your acceptance of the Agreement and/or your continued use of the Platform or the Services, and this Agreement will remain in effect in perpetuity unless terminated hereunder.
Except as otherwise set forth in an insertion order, either you or AppLovin may terminate this Agreement and your account at any time, for any reason or no reason, without explanation. AppLovin reserves the right to immediately suspend or terminate your access to any of the Services, without notice or explanation, for any reason or no reason. We also reserve the right to remove your account information or data from our Services and any other records at any time at our sole discretion. Any fees paid hereunder are non-refundable and non-cancelable. You may terminate your account by following the instructions on the Platform, or by sending a notice of cancellation to: AppLovin Support. Upon termination of the User’s account, User’s right to use the Services will immediately cease and User will remove all AppLovin code from User’s Property. Following any termination of any Registered User’s use of the Services, AppLovin reserves the right to send a notice thereof to other Registered Users with whom you have corresponded. After termination of this Agreement, User will pay AppLovin any amounts owed or invoiced within thirty (30) days of invoice.
The termination or expiration of this Agreement shall not affect any of the provisions of this Agreement which are expressly or by implication to come into or continue in force after such termination or expiration, including Sections 3, 6, 7, 8, 9, and this Section 12 (and any provision hereof required to implement or establish the meaning of the provisions of such Sections).
13. Software Development Kits.
Your use of the AppLovin Software Development Kit (SDK) is governed by the terms of the End User License Agreement set forth at https://www.applovin.com/eula (SDK EULA).
Your use of any third-party SDKs in connection with the AppLovin Services is governed by the terms of any agreement applicable to that integration. AppLovin is not responsible for any aspect of your third-party SDK integrations, including any data processing that may occur through the integration. You and the third-party SDK provider must ensure compliance with all applicable laws and regulations, including those concerning privacy and data protection.
15. Prohibition on Advertisements to, and Personal Information from, Children and Apps Exclusively Designed for, or Exclusively Directed to, Children.
User acknowledges and agrees that it will not use the Services in connection with any Property or Advertisement exclusively designed for or directed to children as defined and required by applicable laws, or for any Property or Advertisement that could implicate the Children’s Online Privacy Protection Act of 1998 (15 U.S.C. 6501, et seq.) (“COPPA”), laws of similar effect in any applicable jurisdiction, as well as any applicable app store policies. You shall be solely responsible for ensuring that your Property or Properties and Advertisements comply with all age-related laws and applicable app store policies, including COPPA or laws of similar effect in any applicable jurisdiction.
If you believe we have served an advertisement to a child or might have any personal information from or about a child, or if you believe a User may be exclusively designed for, directed to, or pass personal information knowingly from, children, please contact us via email at [email protected].
16. Representations and Warranties.
If User is a Publisher, User represents and warrants to AppLovin that: (i) User is the owner of each Property User designates in connection with the use of the Services or that User is legally authorized to act on behalf of the owner of such Property for the purposes of this Agreement; (ii) User has all necessary rights, power, and authority to enter into this Agreement and to perform the acts required of User hereunder; (iii) any data supplied or disclosed to AppLovin under or in connection with the Services shall be controlled, collected, and transferred in accordance with applicable data protection laws and regulations; (iv) any data supplied or disclosed to AppLovin includes all necessary rights, consents, and permissions for AppLovin to receive, use, share, and transfer such data as set forth in this Agreement; and (v) User and each of User’s Property or Properties will comply with the Publisher Policies. User further represents and warrants to AppLovin that each of User’s Property or Properties and any material displayed therein: (a) comply with all applicable laws, statutes, ordinances, and regulations; (b) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (c) comply with the Publisher Policies.
If User is an Advertiser, User represents and warrants to AppLovin that:(i) User is the owner of each Advertisement User designates in connection with the use of the Services or that User is legally authorized to act on behalf of the owner of such Advertisement for the purposes of this Agreement; (ii) User has all necessary rights, power, and authority to enter into this Agreement and to perform the acts required of User hereunder; (iii) any data supplied or disclosed to AppLovin under or in connection with the Services shall be controlled, collected, and transferred in accordance with applicable data protection laws and regulations; (iv) any data supplied or disclosed to AppLovin includes all necessary rights, consents, and permissions for AppLovin to receive, use, share, and transfer such data as set forth in this Agreement; and (v) User and each of User’s Advertisements will comply with the Demand Policies. User further represents and warrants to AppLovin that each of User’s Advertisements and any material displayed therein: (a) comply with all applicable laws, statutes, ordinances, and regulations; (b) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; (c) are free from viruses and any other contaminants of any nature whatsoever; and (d) comply with the Demand Policies.
17. Governing Law, Venue, and Disputes.
Governing Law and Venue for Legal Disputes Not Subject to Arbitration
This Agreement, and all claims or defenses based on, arising out of, or related to this Agreement or the relationship of the Parties under this Agreement, including those arising from or related to the negotiation, execution, performance, or breach of this Agreement, shall be governed by, and enforced in accordance with, the internal laws of the State of California, without reference to its choice of law rules or any principle calling for application of the law of any other jurisdiction.
Any disputes not subject to the Agreement to Arbitration set forth in this Section shall be heard only in the state or federal courts located in Santa Clara County, California, unless the Parties agree to some other location. You and AppLovin consent to venue and personal jurisdiction in Santa Clara County, California, for purposes of any such action.
Informal Dispute Resolution Process, Agreement to Arbitration, Consolidated, Class Action, and Representative Action Waiver
Notice of Dispute and Required Informal Dispute Resolution Process
Except for User’s payment obligations under this Agreement and as provided below with respect to AppLovin’s rights to pursue past due accounts, injunctive and declaratory relief, enforcement or recognition of any arbitral awards or orders, and to suspend or terminate AppLovin accounts or access to the Services (as set forth in Section 12), if any dispute arises between the Parties concerning or relating to this Agreement, the Platform, or the Services, the Parties agree to work in good faith to resolve the dispute informally by providing a written notice of dispute (the “Notice of Dispute”) to the applicable Party. Any Notices of Dispute should be submitted to AppLovin’s Customer Service Team.
Agreement to Arbitration and Exceptions to Agreement to Arbitrate
As set forth in the table below, the specific details of this Agreement to Arbitrate, including the Governing Law, the Alternative Dispute Resolution Provider, the Applicable Rules, and the Designated Venue for any arbitral proceedings, each as defined in the tables below, depend upon your principal place of business and whether you are a Publisher or Advertiser.
If the Parties cannot informally resolve the dispute within sixty (60) days from receipt of the Notice of Dispute, the Parties agree to submit the dispute arising between them, including any claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope, applicability, or enforceability of this Agreement to Arbitrate, for determination through binding arbitration administered by the Alternative Dispute Resolution Provider pursuant to the Applicable Rules (each as defined in the tables below).
The Parties agree that all arbitration proceedings, including witness interviews, written statements or other submissions, hearings, and the arbitration decision, shall be conducted or rendered in English. At the beginning of any arbitration process under this Agreement, the Parties will select an arbitrator, fluent in English, by mutual agreement. Such an arbitrator shall be a retired judge or justice or another qualified and impartial person that the Parties decide upon, and any such arbitrator shall be subject to disqualification on the same grounds as would apply to a judge or justice in a court proceeding. If the Parties cannot agree on the selection of an arbitrator, the Parties will request a list of an odd number of potential arbitrators from the Alternative Dispute Resolution Provider and alternatively strike potential arbitrators, with AppLovin going first, until one potential arbitrator remains. The Parties agree that the arbitrator shall administer and conduct any arbitration in accordance with California law, including the California Code of Civil Procedure, and that the arbitrator shall apply substantive and procedural California law to any dispute or claim, without reference to rules or principles of conflicts of law. To the extent that the Applicable Rules conflict with California law, California law shall take precedence. The Parties agree that any arbitration under this Agreement shall be conducted exclusively in the Designated Venue. The Parties agree that the decision of the arbitrator shall be rendered within twelve (12) months of the commencement of the arbitration (unless extended by the arbitrator for good cause), and that the decision shall be in a reasoned written opinion based solely upon the law governing the claims and defenses pleaded. The arbitrator’s decision regarding the claims shall be final and binding upon the Parties and shall be enforceable in any court having appropriate jurisdiction within the Designated Venue. The Parties will split equally the arbitrator’s fees and other costs imposed by the Alternative Dispute Resolution Provider, but each Party shall be responsible for paying such Party’s own attorneys’ fees and costs related to the arbitration.
As set forth above, this Agreement to Arbitrate does not apply to User’s payment obligations under this Agreement or AppLovin’s rights to pursue past due accounts through collections or other means, claims of infringement or other misuse of intellectual property rights, claims for violation of any applicable confidentiality obligations, claims for preliminary injunctive relief for any violations of this Agreement, to request enforcement or recognition of any award or order in any appropriate jurisdiction, or to suspend or terminate AppLovin accounts or access to the Services (as set forth in Section 12).
For Publishers whose principal place of business is in a country or territory, other than Singapore, and Advertisers whose principal place of business is in the United States or its territories, the specific details of this Agreement to Arbitrate are as follows:
|Advertisers’ or Publishers’ Principal Place of Business||AppLovin Contracting Entity||Governing Law||Alternative Dispute Resolution Provider & Applicable Rules||Designated Venue|
|Advertisers: United States or its territories|
Publishers: Worldwide, except Singapore
|AppLovin Corporation||California, as set forth above, without reference to its choice of law rules or any principle calling for application of the law of any other jurisdiction.||JAMS, administered by JAMS pursuant to the Comprehensive Arbitration Rules & Procedures (except as modified by this Agreement to Arbitrate)||Venue for Arbitration: Santa Clara County, California for any arbitration proceedings, unless the parties agree to some other location.|
In addition, you and AppLovin Corporation agree to submit to the personal jurisdiction of any federal or state court in Santa Clara County, California in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on any arbitral award.
For Advertisers whose principal place of business is outside of the United States, the specific details of this Agreement to Arbitrate are as follows:
|Advertisers’ Principal Place of Business||AppLovin Contracting Entity||Governing Law||Alternative Dispute Resolution Provider & Applicable Rules||Designated Venue|
|Worldwide in all non-US Regions, including Asia-Pacific countries or territories, those in the EEA, and the UK||AppLovin (Singapore) Pte. Ltd.||California, as set forth above, without reference to its choice of law rules or any principle calling for application of the law of any other jurisdiction.||International Centre for Dispute Resolution (ICDR), administered by the ICDR pursuant to the International Arbitration Rules (except as modified by this Agreement to Arbitrate)||Venue of Arbitration: Singapore or another location as agreed by the Parties for any arbitration proceedings.|
In addition, you and AppLovin (Singapore) Pte. Ltd. agree to submit to the personal jurisdiction of the courts of Singapore in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on any arbitral award.
For Publishers whose principal place of business is in Singapore, the specific details of this Agreement to Arbitrate are as follows:
|Publishers’ Principal Place of Business||AppLovin Contracting Entity||Governing Law||Alternative Dispute Resolution Provider & Applicable Rules||Designated Venue|
|Singapore||AppLovin (Singapore) Pte. Ltd.||California, as set forth above, without reference to its choice of law rules or any principle calling for application of the law of any other jurisdiction.||International Centre for Dispute Resolution (ICDR), administered by the ICDR pursuant to the International Arbitration Rules (except as modified by this Agreement to Arbitrate)||Venue of Arbitration: Singapore or another location as agreed by the Parties for any arbitration proceedings.|
In addition, you and AppLovin (Singapore) Pte. Ltd. agree to submit to the personal jurisdiction of the courts of Singapore in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on any arbitral award.
Consolidated, Class Action, and Representative Action Waiver
For disputes arising between us and you, or any other User, you and we agree that we can only bring a claim against each other on an individual basis.
NEITHER YOU NOR WE CAN BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION, CLASS-WIDE ARBITRATION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. THE ARBITRATOR CANNOT COMBINE MORE THAN ONE PERSON’S CLAIM INTO A SINGLE CASE, AND CANNOT PRESIDE OVER ANY CONSOLIDATED, CLASS, OR REPRESENTATIVE ARBITRATION PROCEEDING, UNLESS WE BOTH AGREE OTHERWISE IN WRITING. NONETHELESS, IF ANY PORTION OF THIS CONSOLIDATED, CLASS ACTION, OR REPRESENTATIVE ACTION WAIVER IS DEEMED UNENFORCEABLE OR INVALID, THE ARBITRATOR SHALL HAVE AUTHORITY TO ISSUE ANY AND ALL REMEDIES AUTHORIZED BY LAW.
YOU UNDERSTAND THAT, ABSENT THIS AGREEMENT TO ARBITRATE, YOU WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE YOUR CASE, AND TO BE PARTY TO A CONSOLIDATED, CLASS, OR REPRESENTATIVE ACTION. HOWEVER, YOU UNDERSTAND AND CHOOSE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH ARBITRATION.
This Section applies to the maximum extent permitted by applicable law. If any competent authority deems any portion of this Section illegal or unenforceable, such provision will be severed and the remainder of this Section will be given full force and effect.
In addition, if any competent authority determines that applicable law precludes the arbitration of any claim, cause of action, or requested remedy, then that claim, cause of action, or requested remedy, and only that claim, cause of action, or requested remedy, will be severed from this Agreement to Arbitrate and brought in a court of competent jurisdiction. If that occurs, then you and we agree that the severed claims, causes of action, or requested remedies will be stayed until all arbitrable claims, causes of action, and requested remedies have been resolved by the arbitrator.
Survival — Unless otherwise explicitly stated, the Agreement will survive termination of your registration to or use of the Services or the Platform.
No Waiver — The failure of AppLovin to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by our duly authorized representative.
Severability — If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect.
Construction — For purposes of contract interpretation, including resolution of any ambiguity, the Parties acknowledge that the terms of the Agreement should not be strictly construed against either Party.
Limitations Period — Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Platform or the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
AppLovin’s Right of Assignment or Delegation — AppLovin may assign or delegate any of its rights and/or obligations arising in this Agreement without restriction.
Section Headings/Titles — The section titles in this Agreement are for convenience only and have no legal or contractual effect.
Force Majeure — AppLovin will not be in breach of this Agreement nor liable for any failure or delay in performance of any obligations under this Agreement (and, if applicable, the date for performance of the obligations affected will be extended accordingly) as a result of any event outside the reasonable control of AppLovin affecting its ability to perform any of its obligations under this Agreement, including act of God, fire, flood, lightning, pandemic, compliance with any law or governmental order, rule, regulation or direction (including sanctions), war, revolution, act of terrorism, riot or civil commotion, strikes, locks outs and industrial action, failure of supplies of power, fuel, communication, transport, equipment, raw materials, or other goods or services.
19. No Third-Party Beneficiaries.
You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement.
20. Revision Date.
This Agreement was last revised on June 30, 2023.