Amli Network USER'S AGREEMENT
Please read the following and make sure you fully understand these terms and
conditions. By clicking on ‘accept terms’ and registering to our
service you are accepting these terms and are bound to them. If you do
not agree to all or parts of these terms you may choose not to use or
access the Amli Network services. Whereas, the parties wish one or more
of Amli Network’s software development kits to be integrated into
Publisher’s application and that Publisher shall publish the integrated
application to end users to allow such end users to view ads. Whereas,
the parties wish that Amli Network shall collect money from Amli
Network’s ads’ suppliers , shall pay a certain fee to Publisher as
provided herein, and shall retain the rest;
Now therefore, it is hereby agreed as follows:
Developer / Publisher – An app Publisher registered
to the Services pursuant to the terms of this Agreement.
Network – Amli Network Inc. and any of its assignees and successors.
– Facilitating End Users to view ads through their mobile devices.
– Amli Network’s website at www.amlinetwork.com.
End User – A person
or entity that has downloaded an Integrated Application from an
Application – an application developed by
Integrated Application – an Application in which the Amli
Network SDK is embedded or in which Amli Network displays ads.
Network SDK – a software development kit provided by Amli Network to
Publisher pursuant to the terms of this Agreement, as may be updated by
Amli Network from time to time in its sole discretion.
As a condition to using the Services, Publisher
shall be required to register with Amli Network and enter Publisher’s
email address. During such registration process, Publisher agrees to
provide true, current and complete information and to promptly update
the information. If Publisher provides information that is, or Amli
Network believes is, untrue or inaccurate, Amli Network may suspend or
terminate Publisher’s account.
During the process of
subscribing to the Services, Publisher will designate personal and
exclusive user name and password which are essential for Publisher’s
access to Publisher’s account. Publisher shall keep the user name and
password in strict confidence and shall not reveal them to any third
party. Publisher acknowledges that Publisher shall be responsible for
all activities that occur under Publisher’s user name and password,
whether or not authorized by Publisher. Amli Network will not be liable
for any loss or damage arising from Publisher’s failure to comply with
this provision, and shall not be liable for actions taken by others who
access Publisher’s account.
connection with the performance of the Services, Amli Network will
provide Publisher with an SDK, with a unique Publisher ID to serve as
an identifier for revenue created. Once Publisher implements the Amli
Network SDK in its Application, and once the End User downloads the
Integrated Application to its device ads will be presented within the
application. In respect of mobile devices, Publisher acknowledges that
the Amli Network SDK may require additional permissions that
Publisher’s Application may not originally require.
It is the
Publisher’s responsibility to publish the Integrated Application on one
or more application stores. Each application store besides Google Play
or iTunes requires Amli Network’s permission.
It is the
Publisher’s responsibility to comply with the terms and conditions
applicable to each application store where the Integrated Application
is published. Amli Network does not warrant or guarantee that use of
the Amli Network SDK as part of the Integrated Application will comply
with the requirements of any application store’s terms and conditions,
and Amli Network shall have no liability to Publisher for any costs,
liabilities, or damages incurred to Publisher as a result of such
reserves the right to reject/remove from its Service any type of
Application in Amli Network’s sole discretion. To prevent rejection
from the Service, please refer to Amli Network’s Application Policy.
Subject to Publisher’s compliance with its
obligations hereunder and as a sole and absolute consideration Amli
Network will pay Publisher based on a revenue share model. Publisher
shall bear any and all taxes in connection with any payments made to
Publisher pursuant to this Agreement. In the event that pursuant to any
law or regulation, tax is required to be withheld at source from any
payment made to Publisher, Amli Network shall withhold said tax at the
rate set forth in the certificate issued by the appropriate taxing
authority and provided to Amli Network by Publisher, or in the absence
of such certificate, at the rate determined by said law or regulation.
Earnings reports are presented in the Publisher’s portal. Based on
such report, Amli Network shall remit payment to Publisher within
fourty five (45) days of the end of the applicable calendar month.
Payment shall be made via payment options offered in the portal. Amli
Network reserve the right to update the payment alternatives at any
time. Payments will be based on actual performance of non-incentivized
ads. Amli Network reserves the right to require Publisher to present a
valid and eligible live applications which generated reported downloads
and impressions and complies with Amli Network’s app policy.
Amli Network’s books and records shall
constitute final evidence regarding downloads and impressions of the
Integrated Applications counted by Amli Network for the purpose of
calculating the consideration due to Publisher hereunder.
Amli Network Disclaimer of Warranties – Publisher
agrees that the Services, the Amli Network SDK and all content on the
Website are provided “As Is„ and without warranty of any kind, either
express or implied, including, without limitation, implied warranties
of merchantability, fitness for a particular purpose or
non-infringement. Amli Network does not warrant the results of use of
the Services, , and Publisher assumes all risk and responsibility with
Publisher Warranties – Publisher represents
and warrants to Amli Network that:
(i) it is a business and not
(ii) Publisher has the right, power and authority
to enter into this Agreement and perform Publisher’s obligations under
this Agreement, and if Publisher is an individual (i.e., not a
corporation), Publisher is over the age of eighteen (18);
Publisher is the owner of the Application designated in connection with
the use of Services or is legally authorized to act on behalf of the
owner of such Application for the purposes of this Agreement;
Publisher’s Application and any material displayed therein comply with
all applicable laws, statutes, ordinances and regulations, 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 are not hate-related
Limitation of Liability
IN NO EVENT SHALL
Amli Network BE LIABLE TO PUBLISHER OR ANY OTHER PERSON FOR ANY DAMAGES
RELATING TO INFRINGEMENT OR FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER,
WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR
OTHERWISE, EVEN IF Amli Network HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. Amli Network’S ENTIRE AGGREGATE LIABILITY ARISING FROM OR
RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, UNDER ANY
LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE), SHALL
BE LIMITED TO THE NET REVENUES ACTUALLY RECEIVED BY Amli Network IN
CONNECTION WITH THE INTEGRATED APPLICATION DURING THE SIX (6) MONTH
PERIOD PRIOR TO THE DATE OF THE RELEVANT CLAIM. Amli Network SHALL NOT
BE LIABLE TOWARDS PUBLISHER IN THE EVENT THAT ANY APPLICATION STORE
SHALL NOT ALLOW THE DOWNLOAD OF THE Amli Network SDK.
Publisher agrees to indemnify, hold harmless
and defend Amli Network and its shareholders, subsidiaries, directors,
officers, employees and agents from and against any action, claim,
demand, dispute, or liability, including reasonable attorney’s fees and
costs, arising from or relating to: (i) Publisher’s breach of this
Agreement including any misrepresentation of Publisher, (ii) any
negligence or willful misconduct of Publisher; (iii) any allegation
that the Application infringes a third party’s patent, copyright,
trademark or other proprietary or intellectual property right, or
misappropriates a third party’s trade secrets due to an act or omission
of Publisher; or (iv) any action or conduct of Amli Network undertaken
pursuant to this Agreement resulting in a third party claim against
Amli Network and due to an act or omission of Publisher. Publisher
agrees that Amli Network shall have the right to participate in the
defense of any such claim through counsel of its own choosing.
This agreement may be terminated by any party, with
or without a reason, by providing the other party with a 24 hours prior
written notice. All provisions of this Agreement which by their nature
should survive termination shall survive termination, including,
without limitation, warranties, disclaimers, limitations of liability,
confidentiality and intellection property. Amli Network reserves the
right to terminate this agreement and suspend Service to any Publisher
immediately in the case where Publisher breached this Agreement.
opt out please contact us at email@example.com
Each party agrees that it may be provided by
the other party with information that is confidential and proprietary
to that other party or a third- party, which (i) is in written,
recorded, graphical or other tangible form and marked “Proprietary„,
“Confidential„ or with a similar legend denoting the disclosing party’s
proprietary interests therein, or (ii) is in oral form and identified
by the disclosing party as proprietary or confidential at the time of
oral disclosure, with subsequent confirmation in writing within 30 days
of such disclosure, or (iii) is of apparent proprietary or confidential
nature (“Confidential Information„). Without derogating from the above,
Amli Network’s rates are considered confidential. Each party may use
Confidential Information received from the other party only in
connection with and to further the purposes of this Agreement.
Confidential Information shall not be commingled with information or
materials of others and any copies shall be strictly controlled. The
receiving party undertakes that it shall treat and maintain the
Confidential Information as confidential, and hold all such
Confidential Information in trust and confidence for the disclosing
party, utilizing at least the same degree of care the receiving party
uses to protect its own confidential information, but not less than
reasonable degree of care. The receiving party shall not disclose any
Confidential Information disclosed by the disclosing party to any third
party or to officers, directors, employees or contractors of the
receiving party, except to officers, directors, employees or
contractors who have to be so informed on a “need-to-know„ basis in
order to carry out the purpose of this Agreement and, which are bound
by confidentiality obligations not less rigorous than those contained
herein. Confidential Information shall not include information which
the receiving party can show through written evidence: (i) that is or
becomes part of the public domain through no act or omission of the
receiving party; (ii) that is lawfully received by the receiving party
from a third-party without restriction on use or disclosure and without
breach of this Agreement or any other agreement without knowledge by
the receiving party of any breach of fiduciary duty, or (iii) that the
receiving party had in its possession prior to the date of this
Agreement; or (iv) that is independently developed by the receiving
party without use of, or reference to, the Confidential Information of
the disclosing party. Upon termination of this Agreement, or upon
written request by Amli Network, Publisher must destroy or return to
Amli Network any Confidential Information provided by Amli Network
under this Agreement. This section shall survive termination of this
agreement for any reason.
SDK is and shall remain the sole proprietary of Amli Network and the
Publisher acknowledges it has no right to use the SDK or modify it in
any way unless explicitly provided otherwise herein. All materials
displayed or performed on or accessible through the Website or Services
including, but not limited to the Amli Network SDK, are protected by
copyright. Publisher shall abide by all copyright notices, information,
and restrictions contained in any content accessed in connection with
the Services. Publisher shall not decompile, disassemble, decrypt,
extract or otherwise reverse engineer or attempt to reconstruct or
discover any source code of, or any underlying ideas in, the Amli
[If Publisher has comments on the Services or the
SDK or ideas on how to improve them, he may contact Amli Network. By
doing so, Publisher also grants Amli Network a perpetual, royalty-free,
irrevocable, transferable license, with right of sublicense, to use and
incorporate Publisher’s ideas or comments into the Services or the SDK
(or third party software, content, or services), and to otherwise
exploit Publisher’s ideas and comments, in each case without payment of
Publisher grants Amli Network his approval
to use Publisher’s name, Publisher’s Application name, and Publisher’s
Application icons and images for use in Amli Network’s marketing and
display on Amli Network Website.
Except as expressly set forth
herein, this Agreement does not grant either party any rights, implied
or otherwise, to the other’s content or any of the other’s intellectual
User Data Collection and Usage
is a technology service provider. When your users see an ad that has
been served by Amli Network, the app or site your user is visiting has
commissioned Amli Network to act as an agent to deliver advertisements
and report on advertising activity.
Amli Network, through the
use of user identifier such as google advertising id or idfa, collects
anonymous usage statistics. These are industry standard technologies
used by many major websites and apps. No personally identifiable
information is collected or used in this process. Information that is
collected may include: session data, geography, device type, IP
address, operating system type, Ad type.
We use the information
we collect to display advertising that is customised to individuals’
interests (both explicit and inferred), preferences and locations, and
to analyze with the aim of improving our technologies and processes.
The information we collect also helps us to provide filtering
options based on content and app rating for publishers and developers
to manage ads appearing on their sites and in their apps, and to
provide targeting options for advertisers. Our publishers and developer
clients benefit, by allowing us to present ads to your users that they
haven’t already seen, and helps our advertiser clients serve ads that
are most likely to be of interest to your users.
will comply with the Research Policy Requirements on the Google Display
Network through Ad Exchange as described at the following link.
opt out of receiving the tailored advertising made possible by Amli
Network on your mobile device, follow the opt-out instructions below:
iOS Opt Out
Android Opt Out
compliant with the COPPA policy (Children’s Online Privacy Protection
Act), and thus, we do not store any information from anyone under 13
years of age or use it for profiling. If we become aware that we have
unintentionally stored such information about a child under the age of
13, that information will be deleted immediately.
advertisements meant for an older audience are filtered from apps with
a low content rating, upon request from the publisher or developer. New
and existing publishers are required to notify Amli Network of any new
sites or app accounts that are directed at children to ensure we
continue to comply with the COPPA rules.
must comply with the respective application store:
Business and Program Policies and Google ad policy
Store Review Policy
Independent Contractors: The parties and their
respective personnel are and shall be independent contractors and
neither party by virtue of this Agreement shall have any right, power
or authority to act or create any obligation, express or implied, on
behalf of the other party.
Assignment: Publisher may not assign any
of its rights, duties or obligations under this Agreement to any person
or entity, in whole or in part, and any attempt to do so shall be
deemed void and/or a material breach of this Agreement. Amli Network
may assign this agreement without Publisher’s consent.
waiver of any provision hereof or of any right or remedy hereunder
shall be effective unless in writing and signed by the party against
whom such waiver is sought to be enforced. No delay in exercising, no
course of dealing with respect to, or no partial exercise of any right
or remedy hereunder shall constitute a waiver of any other right or
remedy, or future exercise thereof.
Severability: If any provision
of this Agreement is determined to be invalid under any applicable
statute or rule of law, it is to that extent to be deemed omitted, and
the balance of the Agreement shall remain enforceable.
notices shall be in writing and shall be deemed to be delivered when
received by e-mail. All notices to Amli Network shall be sent to
firstname.lastname@example.org, and all notices to Publisher shall be sent to
the email address supplier by Publisher at registration, or to such
other address as either party may, from time to time, designate by
notice to the other party.
Amendment: Amli Network may amend this
Agreement at any time. In a case where a change to this agreement is
made, Amli Network will post a notice on its Website, or send a notice
to Publisher via email.Publisher agrees to review this Agreement prior
to each use and by continuing use or continued use of the Services,
agrees to any modifications made to this Agreement by Amli Network.
This Agreement shall be governed in all respects by the laws of the
State of Dublin without regard to its conflict of law’s provisions.
Exclusive venue for any dispute shall be the State of Dublin. Nothing
in this Section shall be deemed to limit the parties’ right to seek
interim injunction relief in any court of law.
Force Majeure: If the
performance of any part of this Agreement by either party is prevented,
hindered, delayed or otherwise made impracticable by reason of any
flood, riot, fire, judicial or governmental action, labor disputes, act
of God or any other causes beyond the control of either party, that
party shall be excused from such to the extent that it is prevented,
hindered or delayed by such causes.
Entire Agreement: This Agreement
constitutes the complete and exclusive statement of all mutual
understandings between the parties with respect to the subject matter
hereof, superseding all prior or contemporaneous proposals,
communications and understandings, oral or written. The Publisher must
not edit, resize, modify, filter, obscure, hide, make transparent or
reorder any advertising (including their associated links) supplied by
the Amli Network Service.