AppsFlyer Partner Program Terms

THIS APPSFLYER PARTNER PROGRAM TERMS OF USE (“Terms”) are dated as of the date of acceptance by you, whether by signature or digital acceptance (the “Effective Date”) between AppsFlyer Ltd., located at 14 Maskit St., Herzliya, Israel, (“AppsFlyer”) and the entity stated in the registration form details (the “Partner” or “you”). AppsFlyer and Partner are sometimes referred to herein separately as a “Party” and together as the “Parties”.

By registering and/or participating in the Partner Program or by clicking your acceptance to these Terms, you signify that you have read and agree to be bound by these Terms and that you have the full authority to enter into and bind you to these Terms.

AppsFlyer reserves the right to modify the Terms from time to time. Your continued participation in the Partner Program following such modifications shall constitute your consent to the modified Terms.

Definitions: The following terms shall have their respective meaning under the Agreement:
1. “AppsFlyer Services” the services made available by AppsFlyer, including, without limitation, its attribution and marketing analytics services.
2. "Confidential Information" means all non-public, confidential and/or proprietary information, including technical, non-technical, financial, business and other information, in whatever form or medium, that is either indicated to be proprietary or confidential information of the disclosing Party, or which by its nature would reasonably be deemed confidential or proprietary information of the disclosing Party, regardless of marking or indication, including, without limitation, the terms of, or any information derived from, these Terms or the performance of services or obligations hereunder, any Intellectual Property Rights, trade secrets, user lists and information, personally identifiable information, report(s) generated using the AppsFlyer Service, transaction volume, marketing and business plans, business, financial, technical and operational information, usage statistics, information in respect of rate, product and availability parity, pricing policies, conversion data and volume of click-throughs and other related statistics, processes, financial data, technical data and documentation, strategic planning, product/service specifications, product/service design, prototypes, beta product/services, computer programs, databases, drawings, models, marketing data, training material, techniques, client information, algorithms and processes, or any modification, extraction or copy thereof, that is furnished or disclosed by the disclosing Party or to which the receiving Party obtains access, pursuant to these Terms. The term “Confidential Information” does not include any information or documentation that, the receiving Party can demonstrate, was: (a) already in the possession of the receiving Party from a third party without an obligation of confidentiality; (b) developed independently by the receiving Party, as demonstrated by the receiving Party, without use of, or reference to, the disclosing Party’s Confidential Information; (c) lawfully obtained from a source other than the disclosing Party without an obligation of confidentiality; or (d) publicly available when received, or thereafter became publicly available (other than through any unauthorized disclosure by the receiving Party) (the “Exceptions”).
3. “Customer” shall mean AppsFlyer’s and your mutual customer to whom the AppsFlyer Services are provided.
4. "Intellectual Property Rights" means any and all tangible and intangible rights, including, without limitation, (a) any patents, designs, algorithms and other industrial property rights, patent applications, statutory inventions registrations, and divisions, continuations, continuation-in-part and substitute applications of the foregoing and any extensions, reissues, restorations and reexaminations of the foregoing; (b) all works of authorship throughout the universe, whether copyrightable or not, including mask work rights, software, databases, compilations, and all registered and unregistered copyrights; (c) all trade secrets; (d) trademarks, service marks, trade names, logos, and other indicia of origin; (e) domain names, URLs, websites, rights of personality, publicity, moral rights and other proprietary or similar rights; (f) all other intellectual and proprietary rights (of every kind and nature, whether now known or hereafter recognized, throughout the universe and however designated), whether arising by operation of law, contract, license, or otherwise; and (g) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in and to any of the foregoing).
5. “Program Level” means Partner’s Program Level in the Partner Program.
6. “Program Benefits” means the different benefits provided to you depending on the different Program Level, and in AppsFlyer’s sole discretion, as may be amended from time to time, all as further described here.
7. “Partner Program” means AppsFlyer’s partner program which provides AppsFlyer’s partners with various tools, training, and other Program Benefits in relation to the use of the AppsFlyer Services, at no cost all as further described here, as may be amended from time to time.
8. “Program Criteria” means the requirements designated by AppsFlyer to be eligible for participation in the Partner Program and the specific ongoing commitments that you must continuously meet to retain its membership in the Partner Program, in AppsFlyer’s sole discretion, as further detailed here, as may be amended from time to time.
Partner Program. Partner wishes to be included, and AppsFlyer agrees to include Partner, in accordance with the terms of these Terms, as a member in AppsFlyer’s Partner Program, as further detailed and defined below (respectively, the “Partner Program”). The Parties wish to set out the terms and conditions with respect to your participation in the Partner Program. During the Term, and subject to your compliance with the terms hereof, Partner shall be entitled to participation as a member in the Partner Program together with certain Program Benefits provided under, and depending on, the applicable Program Level, in AppsFlyer’s sole discretion. AppsFlyer reserves the right to amend, modify, change, update and cease all or any part of the Partner Program at any time, in its sole and absolute discretion.
Application to the Partner Program. In order to obtain membership in the Partner Program, Partner shall be required to apply and register for membership and provide current and complete information during the registration process. Partner represents and warrants that the application and registration information provided is true, accurate and up to date and Partner shall be responsible for updating AppsFlyer of any changes to such information. In connection with any information provided by Partner for the application and registration, Partner agrees that the AppsFlyer Privacy Policy as available here: https://www.appsflyer.com/legal/privacy-policy/ shall govern the use of such information, if and as applicable.
Program Level. The Program Level will be determined by the specific Program Criteria that Partner meets, and in AppsFlyer’s discretion. AppsFlyer may accept or reject an application for membership for any reason in its sole discretion. During the Term, in order to maintain its membership in the Partner Program and/or its Program Level, Partner must continuously meet all Program Criteria. Failure to do so may lead to termination of these Terms and/or transfer to a lower Program Level. In certain cases, Partner may be eligible, during the Term, for a higher Program Level or to different Program Benefits, in which case AppsFlyer may notify Partner of such eligibility. Any change in Program Level or Program Benefits must be approved by AppsFlyer in writing.
Free Trial, Promotional Codes or Discounts. From time to time, as part of a Program Benefit, AppsFlyer may authorize Partner to offer and provide to Customer certain benefits for AppsFlyer’s Services, such as a limited trial period at no charge or at a discounted price, promotional codes, discounts or other similar monetary advantages (“Customer Benefits”). These Customer Benefits may be governed by additional terms and conditions, which shall not be amended or omitted by the Partner. Partner agrees that it shall only offer Customer Benefits to Customers upon AppsFlyer’s express written authorization.
Marks
1. AppsFlyer grants Partner the non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free, limited right to: (i) display the AppsFlyer Partner badge as provided by AppsFlyer to Partner and to name itself as an authorized partner of AppsFlyer in accordance with the terms of its Program Level; and (ii) to use AppsFlyer’s name, logo and trademark (the “AppsFlyer Mark”) and any AppsFlyer content (the “AppsFlyer Content”) as provided by AppsFlyer to Partner solely as part of and in furtherance of any joint marketing efforts, subject to AppsFlyer’s advanced written consent on a case-by-case basis. Partner shall cease use and/or display of any AppsFlyer Marks and AppsFlyer Content upon Partner’s written request.
2. Partner shall immediately cease use and/or display of any AppsFlyer Mark and/or AppsFlyer Content upon AppsFlyer’s request. No other use of the AppsFlyer Mark shall be permitted, unless explicitly approved by AppsFlyer in writing, including, in any press release, promotional materials, or case studies. Partner grants AppsFlyer a limited, non-exclusive, non-transferable, non-sublicensable, revocable, royalty-free right to use and display the Partner name, logo and trademark (the “Partner Marks”) and any Partner content (the “Partner Content”) as provided by Partner to AppsFlyer on AppsFlyer’s website and other marketing materials and in connection with any joint marketing efforts and the Partner Program. Partner further agrees that AppsFlyer may refer to Partner as an AppsFlyer Partner. No right is granted under these Terms for AppsFlyer to use the Partner Marks, except in furtherance of these Terms. AppsFlyer shall cease use and/or display of any Partner Marks and Partner Content upon Partner’s written request.
3. All use of either Party’s marks or content shall inure to the benefit of and on behalf of such Party, and nothing in these Terms shall give the other Party any right, title or interest in the other Party’s marks and/or content. Each Party agrees to comply with any brand specifications, use guidelines or other instructions regarding its marks and content as provided to it in advance by the other Party or identified in writing.
Joint Efforts and Non-Disparagement. The Parties agree to work together in good faith and in a timely manner in connection with these Terms, including to discuss business opportunities that may arise in advancing both Parties’ products and services whether separately or in combination, to coordinate efforts and to cooperate in any other way the Parties seems fit and mutually agreed by the Parties. Partner hereby agrees: (a) not to disparage AppsFlyer or put AppsFlyer into disrepute; (b) refrain from any deceptive, derogatory, misleading, or disparaging practices; and (c) ensure that all services provided by Partner under these Terms comply with all applicable foreign, federal, state and local laws, rules, orders and regulations.
Term and Termination. These Terms will enter into effect on the Effective Date stated above and will continue to be in force until it has been duly terminated in accordance with the terms hereof (the “Term”). Either Party may terminate these Terms at any time by giving a 30-day written notice to the other Party without any entitlement or obligation to any compensation. Upon a breach of any provision hereof by a party, the other Party may terminate these Terms if such breach remains uncured for a period of ten (10) days from notice of such breach or with immediate effect if such breach is deemed by the non-breaching party as incurable. These Terms may be terminated with no notice period by either Party: (i) at any time that the other Party is liquidated or otherwise ceases the conduct of business in the ordinary course; or (ii) if the other shall seek protection under any bankruptcy, receivership, trust deed, creditors' arrangement, or if any such proceeding is instituted against the other.
Consequences of Termination/Expiration of Agreement. Upon termination of these Terms, each Party shall: (i) cease all display, advertising, and use of the other Parties’ marks or content and will not thereafter use, advertise, or display any such names, trademarks, logos, or designations; (ii) promptly return to the disclosing Party, at receiving Party’s expense, all tangible property representing disclosing Party’s Confidential Information, including any copies thereof; (iii) erase/delete any Confidential Information held by it in electronic form and confirm such in writing. All licenses and rights granted to each Party under these Terms shall terminate forthwith upon termination or expiration of these Terms, except as may otherwise be specified in any supplemental terms.
Each Party acknowledges that, from time to time, it may be exposed to certain Confidential Information concerning the other party. The receiving Party agrees that it: (i) will take appropriate steps to protect such Confidential Information from unauthorized disclosure using the same degree of care it uses to protect its own confidential information and at least a reasonable degree of care, (ii) will not disclose such Confidential Information to any third party, except to those parties stated below; and (iii) will not use any Confidential Information (other than as authorized by these Terms) for any purpose other than in furtherance of the Partner Program, without the prior written consent of the disclosing Party. The receiving Party’s obligations with respect to Confidential Information shall continue during and after the term of these Terms until such information becomes subject to one of the Exceptions, other than by breach of these Terms. The receiving Party will only disclose such Confidential Information to its employees and/or authorized subcontractors who have a need to know such information and acknowledges that it shall be solely responsible to ensure that all of its employees and/or authorized subcontractors abide by their duties of confidentiality as set forth herein. The receiving Party shall be liable for all acts and omissions of each of its employees and/or authorized subcontractors to whom they disclose Confidential Information. The receiving Party shall not reverse engineer, disassemble, or decompile any prototypes, software or other able objects which embody the disclosing Party’s Confidential Information.
Anti-Bribery. AppsFlyer is committed to doing business worldwide ethically, free from corruption without exceptions and in compliance with all applicable anti-corruption laws and expects its partners to comply with the same high standards. Neither Partner nor any of its personnel has or will improperly provide (or offer to provide), directly or indirectly, anything of value to anyone, including government officials to obtain or retain business, to obtain a commercial advantage, or to receive favored treatment, anywhere in the world and shall comply with all applicable anti-corruption laws. Partner shall immediately notify AppsFlyer in writing of any suspected or known breach of the obligations under this Section 10. Before execution of these Terms and at any time during the engagement, AppsFlyer may carry out due diligence on your business to confirm compliance with the obligations set forth in this Section 10.
Intellectual Property. As between the parties, all Intellectual Property Rights evidenced by, embodied in, and/or attached/ connected/related to the AppsFlyer Services, AppsFlyer Marks, the AppsFlyer Content and/or underlying any Program Benefits (e.g. any joint marketing material), including, any enhancements, customizations, improvements, modifications, or derivatives thereof (“AppsFlyer IP”) shall be owned solely by AppsFlyer. As between the parties, all Intellectual Property Rights in or to the Partner Marks and/or the Partner Content shall be owned solely by the Partner. Partner acknowledges that, except as expressly provided hereunder Partner has not, does not, and shall not acquire any rights or licenses with respect to the AppsFlyer IP. Nothing herein shall be interpreted to provide AppsFlyer any rights in Partner properties, except the limited rights explicitly set forth herein.
In the event Partner provides AppsFlyer with any suggestions, comments or other feedback relating to the AppsFlyer Services, Partner Program or these Terms (“Feedback”), whether such Feedback is provided prior to, on or after the Effective Date, such Feedback shall become the sole and exclusive property of AppsFlyer, and Partner hereby irrevocably assigns to AppsFlyer all right, title and interest in and to such Feedback.
Each Party will indemnify, hold harmless and defend the other party or any of its officers, directors, employees, agents or affiliates against any and all third party claims, demands, liabilities, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) (“Claims”) arising out of or relating to: (i) a breach by such Party of any terms, warranty or representation contained in these Terms; or (ii) infringement by such Party of any Intellectual Property Right. Additionally, Partner will hold harmless and defend AppsFlyer or any of its officers, directors, employees, agents or affiliates against any and all Claims arising out of or relating to any of its services, products or activities. If a Party is entitled to indemnification hereunder (the “Indemnified Party”) the Indemnified Party shall give the other Party (the “Indemnifying Party”) prompt written notice and provide the Indemnifying Party, at its option, control to defend against the claim. If the Indemnifying Party elects to defend the action, the Indemnifying Party will be obligated to defend the claim, at its own expense, and by counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party shall have the right to participate fully, at its own expense, in the defense of such claim. Any compromise or settlement of a claim shall require the prior written consent of both Parties hereunder, such consent not to be unreasonably withheld or delayed.
Mutual Warranties. Each Party represents and warrants to the other that: (a) it has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under these Terms; (b) neither the execution, delivery, nor performance of these Terms will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which such Party is bound; and (iii) it has all the rights or authorizations to grant the rights to its marks and content as contemplated hereunder.
DISCLAIMER EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, APPSFLYER DISCLAIMS ALL WARRANTIES, CLAIMS OR REPRESENTATIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE PARTNER PROGRAM AND THESE TERMS, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. APPSFLYER DOES NOT WARRANT THAT THE PARTNER PROGRAM WILL MEET YOUR NEEDS OR BE ERROR FREE. EACH PARTY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE AMOUNT OF REVENUE OR ANY OTHER BENEFIT THAT THE OTHER PARTY MAY RECEIVE RESULTING FROM THESE TERMS.
Limitation of liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, GOODWILL, OR OTHER ECONOMIC ADVANTAGE), ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, TORT, OR OTHERWISE, AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL NOT APPLY WITH RESPECT TO THE PARTY’S INDEMNIFICATION OBLIGATIONS OR FOR BREACH OF CONFIDENTIALITY. IN ANY EVENT, APPSFLYER’S TOTAL CUMULATIVE LIABILITY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED US$5,000 (FIVE THOUSAND US DOLLARS), IN THE AGGREGATE.
General Provisions.
1. Assignment. Neither Party may assign any of its rights and/or obligations under these Terms without first obtaining the non-assigning Party's written consent, provided however, that AppsFlyer may freely assign these Terms and all rights related thereto to an affiliated company or in connection with a merger, a sale of AppsFlyer or all (or substantially all) of AppsFlyer’s assets, or similar reorganization.
2. Notices. All notices and demands hereunder shall be in writing and shall be served by personal service or by mail at the address of the receiving party set forth in these Terms (or at such different address as may be designated by such party by written notice to the other party). All notices or demands by mail shall be certified or registered mail, return receipt requested, or by nationally-recognized private express courier, and shall be deemed complete upon receipt.
3. Governing Law and Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of New York, without giving effect to its conflict of laws provisions. The courts of the city of New York, New York shall have sole and exclusive jurisdiction and venue over any dispute related to these Terms and both parties hereby consent to such jurisdiction and venue.
4. Relationship of the Parties. For the purposes of these Terms, the parties will at all times be independent contractors with no right to bind or obligate the other in any manner whatsoever. There is no relationship of agency, partnership, joint venture, employment or franchise between the Parties. Except as expressly provided herein, neither party shall have the right to exercise any control whatsoever over the activities or operations of the other party and nothing in these Terms shall prevent either party from entering into a similar relationship with any other third party, provided such relationship does not violate the terms and conditions of these Terms.
5. No Waiver. Either Party's failure to insist upon strict compliance with any of the terms, covenants or conditions hereof shall not be deemed a waiver of such term, covenant or condition, nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times.
6. Entire Agreement. These Terms and any of its attached exhibits and appendixes, constitute the entire agreement between the Parties and supersedes any and all previous representations, understandings, or agreements between Partner and AppsFlyer as to the subject matter hereof. These Terms may only be amended by an instrument in writing signed by the Parties. Without derogating from the foregoing, it is hereby clarified that nothing in these Terms shall derogate from any rights or obligations of Partner or AppsFlyer under the agreement between the parties in relation to use of the AppsFlyer Services.
7. Notwithstanding any termination of these Terms, any terms which by their nature should survive termination of the agreement shall survive and continue to be in effect in accordance with their terms.
8. Signature. Any signature (including any electronic symbol or process attached to, or associated with, a contract or other record and adopted by a Party with the intent to sign, authenticate or accept such contract or record) hereto or to any other certificate, agreement or document related to these Terms, and any contract formation or record-keeping through electronic means shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law.