AppsFlyer Ltd. (“AppsFlyer” or “us”, “our”, “we”) provides a software development kit which allows the tracking of mobile application use, installations and downloads (the “Service’). These Terms of Service (these “Terms”) govern your access and use of the Services, and any code provided by AppsFlyer that implements the Services (the “AppsFlyer Code”). “You” means any third party that uses the Services.
Please read these Terms carefully. These Terms govern your use of the Services and the AppsFlyer Code. You must accept these Terms prior to using the Services or the AppsFlyer Code. By downloading or installing the AppsFlyer Code or using the Services, you signify your assent to these Terms. Changes may be made to these Terms from time to time. We will make reasonable commercial efforts to notify you of any updates to these Terms. Notwithstanding the foregoing, your continued use of the Services will be deemed acceptance to amended or updated Terms. As such, you should check frequently to see if we have updated these Terms. The most current version of the Terms is available at http://www.appsflyer.com/terms-of-use/. If you do not agree to any of these Terms, please do not use the Services or the Software.
- License. Subject to the terms and conditions hereof, during the Term we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicenseable, license to use the AppsFlyer Code together with related documentation, solely in order to integrate the AppsFlyer Code into your own proprietary mobile application (your “Application”) in order to receive the Services for your own internal uses.
- Registration. In order to use the Services, you will be required to register with AppsFlyer. You must provide all information as requested by AppsFlyer in the registration process, and you represent and warrant that all such information shall be accurate and complete. You shall keep such information up-to-date. You shall immediately notify AppsFlyer if there is a security breach of your account.
- Restrictions. Except as set forth expressly herein, you shall not, and shall not permit any third party, to (a) reverse engineer or attempt to find the underlying code of, the Services; (b) modify the Services, or insert any code or product, or in any other way manipulate the Services in any way; (c) modify the AppsFlyer Code in any way without our prior written consent, (d) sublicense, sell, or distribute the AppsFlyer Code or bypass any security measure of AppsFlyer with respect to the Services. You may not distribute the AppsFlyer Code on a stand-alone basis, and your Application must provide material functionality in addition to the AppsFlyer Code and the Services. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, you shall inform us in writing in each instance prior to engaging in the activities set forth above.
- Intellectual Property. You shall have all right, title and interest in your Application, and we shall have all right, title and interest in the AppsFlyer Code and the Services. AppsFlyer does not request your feedback regarding the AppsFlyer Code and the Services. Notwithstanding the foregoing, if you provide AppsFlyer with any feedback regarding the AppsFlyer Code and the Services, AppsFlyer may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback. Nothing herein shall be interpreted to provide you any rights in the AppsFlyer Code or the Services except the limited license to use the AppsFlyer Code and receive the Service as set forth herein.
- Payment. AppsFlyer offers several pricing plans, and you must choose a pricing plan prior to downloading and using the AppsFlyer Code. You shall make payment to AppsFlyer pursuant to the terms and conditions of your chosen pricing plan, which AppsFlyer shall provide to you in writing. You must add applicable Vat to such amounts as required by law. All amounts payable hereunder are exclusive of all applicable taxes and government charges, and you shall make payment to AppsFlyer without deduction for and free and clear of any such amounts. AppsFlyer might use iTunes affiliate program as an additional tracking data point and as a part of its revenue model. Amounts are due and payable within 10 days of the end of the applicable calendar month. Late payments shall bear interest at the rate of 18% per annum.
- Your Confidentiality Obligations. AppsFlyer may disclose to you certain confidential information regarding its technology and business (“Confidential Information”). You agree to keep confidential and not disclose or use any Confidential Information except to support your use of the Services. Confidential Information shall not include information that you can show (a) was already lawfully known to or independently developed by you without access to or use of Confidential Information, (b) was received by you from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, provided that you provide us with prompt notice of such requirement and cooperate in order to minimize such requirement. you shall restrict disclosure of Confidential Information to those of your employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. You will not disclose any information regarding the results of any testing or evaluation of the Services to any third party without our prior written consent.
- Analytics. AppsFlyer shall provide you with information, reports and analytics in respect of the Application Data (“Analytics”). AppsFlyer makes no warranty that the Analytics provided shall be useful to your business. You are solely responsible for any action you may take based on the Analytics, and in making any decision you should take into account the possibility that information provided by the Analytics may not correctly reflect current or future trends.
- Support. You may contact us with regard to support for the Services by sending an email to email@example.com.
- Service Levels. AppsFlyer does not guarantee the Services will be operable at all times or during any down time (a) caused by outages to any public Internet backbones, networks or servers, (b) caused by any failures of your Application, equipment, systems or local access services, (c) for previously scheduled maintenance or (d) relating to events beyond AppsFlyer’s control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where AppsFlyer or your servers are located.
- Indemnification. You shall defend, indemnify and hold harmless AppsFlyer (and its affiliates, officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court costs and reasonable attorneys’ legal fees) which AppsFlyer may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from or relating to any breach of these Terms by you. You may not settle or compromise such suit without our consent, not to be unreasonably withheld. AppsFlyer may be represented in any such suit by counsel of its own choosing at its own expense.
- Disclaimer of Warranties. YOU ACCEPT THE APPSFLYER CODE AND SERVICES “AS IS” AND ACKNOWLEDGE THAT APPSFLYER MAKES NO OTHER WARRANTY AND DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
- Limitation of Liability. IN NO EVENT SHALL APPSFLYER, ITS DIRECTORS, OFFICERS, FOR ANY CONSEQUENTIAL, INDIRECT, DIRECT, SPECIAL OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE SERVICES OR THE ARRANGEMENTS CONTEMPLATED HEREIN. IN ANY CASE, APPSFLYER’S ENTIRE LIABILITY FOR THE PROVISION OF THE SERVICES OR UNDER ANY PROVISION OF THESE TERMS SHALL NOT EXCEED THE AMOUNT OF PAYMENT RECEIVED BY APPSFLYER FROM YOU IN THE 12 MONTHS PRECEDING THE APPLICABLE CLAIM.
- Term. The term of this agreement (“Term”) shall commence on the date you accept these Terms (or insert the AppsFlyer Code into your Application) and shall continue unless terminated by either party with 30 days notice. AppsFlyer may terminate this Agreement with written notice if it has reason to believe that you are in breach of these Terms. Upon any termination or expiration of these Terms, AppsFlyer will cease providing the Services, and you will delete all copies of the AppsFlyer Code from your Application. In the event of any termination (a) you will not be entitled to any refunds of any fees, and (b) any outstanding balance for Services rendered through the date of termination will be immediately due and payable in full and (c) all of your historical report data will no longer be available to you unless a purchase or professional services agreement for the exchange and transfer of such data is entered into as a component of termination. Sections 3-18 of these Terms shall survive any termination thereof.
- Publicity. You agree that AppsFlyer have the right to reveal the fact that you are using the Services, including by displaying your name and logo in AppsFlyer’s website and other marketing materials.
- Miscellaneous. These Terms represent the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof. These Terms may not be modified or amended except in a writing executed by both parties. These Terms may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A waiver of any default hereunder or of any of the terms and conditions of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. AppsFlyer may provide you with notices required hereunder by contacting you at any email address you have provided, including in your registration information. AppsFlyer may assign its rights or obligations pursuant to these Terms. You agree not to assign any rights under these Terms; any attempted assignment shall be null and void. If any part of these Terms shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect. These Terms shall be governed by the laws of the State of Israel, and the competent courts in the city of Tel Aviv shall have exclusive jurisdiction to hear any disputes arising hereunder.