Terms & Services
These Terms of Service for Developers (the “Agreement”) are entered into by and between you (“you”) and Medialets, Inc. (“Medialets”) regarding your use of all aspects of Medialets services, this online information service (this web site), and/or our proprietary code library known as the software developer’s kit (“SDK”). Please read the following information carefully before using this Web Site. By clicking “I accept,” you agree to be bound by this Agreement. If you do not agree with any part of the Agreement, do not use this Web Site or any of its contents. Medialets reserves the right, in its sole discretion, to modify, alter or otherwise update this Agreement at any time, and by using this Web Site after the posting of any modification, you accept the modifications.
Medialets Service. Medialets has developed this web site (the “Web Site”) and the SDK as an online information service that provides a mechanism to assist users who develop and publish applications for use on Apple’s iPhone and other devices (collectively, the “Medialets Service”). Medialets reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Medialets Service (or any part thereof) with or without notice. You agree that Medialets shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Medialets Service.
SDK License. The SDK is owned by and/or licensed to Medialets. Subject to your continuing compliance with all terms and conditions of this Agreement, Medialets hereby grants you a limited, revocable, nonexclusive, non-transferable (except as provided herein), paid-up, royalty-free license to integrate, display, perform, access and otherwise use, in the course of your development work, the SDK. The purpose and sole intended use of the SDK is to enable Medialets-designated advertisements to be included in your developed software applications that are compatible with Apple’s iPhone and other devices. You may reproduce and distribute the SDK in accordance with this Agreement, provided such reproductions include all intellectual property and other notices in the same form as they appear on or in the SDK. You have the right to reproduce the SDK, and to make improvements, additions, changes, developments, enhancements, updates, derivative works of the SDK for the sole purpose of including designated advertisements in your developed software applications that are compatible with Apple’s iPhone and other devices (“Applications”). Except to the extent required by law, you have no right to reverse engineer or decompile the SDK. You will own all right, title and interest in and to your Applications that you create, but you must submit them to Apple Inc. in order for your Applications to become authorized applications available to users through Apple’s App Store. Except as expressly provided in this Agreement, you are not granted any other rights in the SDK, and Medialets and its licensors retain all such rights. The SDK is licensed, not sold.
Prohibitions on Applications. You agree that the Applications you provide will not, to the best of your knowledge: (A) be racist, supportive of terrorist activities, defamatory, libelous, unlawfully threatening or unlawfully harassing; (B) contain nudity, violence, or offensive subject matter or contains a link to an adult website; (C) solicit personal information from anyone under eighteen (18) years of age without expressly complying with all applicable laws; (D) harass or advocate harassment of another person; (E) infringe any third party’s copyright, trademark, service mark, trade secret, or other proprietary rights or rights of publicity or privacy; (F) promote information, material, or content that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory, libelous, obscene, scandalous, inflammatory, pornographic, or profane material, or any other content that could give rise to any civil or criminal liability under the law; (G) involve the transmission of “junk mail,” “chain letters,” unsolicited mass mailing, or “spamming”; nor (H) violate any law or regulation (including without limitation those governing consumer protection, unfair competition, anti-discrimination or false advertising).
Disclaimer of Warranties; Limitation of Liability. Accuracy of the information provided on or through the Medialets Service cannot be guaranteed and Medialets makes no warranties or representations as to its accuracy. THE MEDIALETS SERVICE (INCLUDING THE SDK) IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. MEDIALETS HAS NO RESPONSIBILITY OR LIABILITY FOR THE CONTENTS OF MEDIALETS SERVICE OR THE RESULTS (OR LACK OF RESULTS) OF ANY MEDIALETS SERVICE. These warranties are hereby excluded to the fullest extent permissible by law. UNDER NO CIRCUMSTANCES SHALL MEDIALETS BE LIABLE FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT MAY ARISE FROM YOUR USE OF, OR INABILITY TO USE, THE MEDIALETS SERVICE. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. In such jurisdictions, our liability is limited to the greatest extent permitted by law, or $100, whichever is less.
Our Copyrighted Materials; Infringement Claims. The copyrights in all text, images, screens, services, and other materials provided on this Web Site or by Medialets to developers, advertisers or other users (collectively, the “Materials”) are owned by Medialets and/or by third parties. Except as provided herein, none of the Materials may be copied, distributed, displayed, downloaded, or transmitted in any form or by any means without the prior written permission of Medialets or the copyright owner. Unauthorized use of any Materials contained on this Web Site may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or other regulations and statutes. If you believe that any of the Materials infringe on any third party’s rights, please contact Medialets immediately at the address provided below. Except as expressly provided herein, Medialets and the third parties reserve all rights with respect to the Materials, and may pursue all legally available options under both civil and criminal laws (and may cooperate with law enforcement agencies) in the event of any violations. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Medialets’ Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL NOT RECEIVE A RESPONSE.
Trademarks. Trademarks and service marks that may be referred to on this Web Site are the property of Medialets or their respective owners. Nothing on this Web Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark without our written permission. The name of Medialets or the Medialets logo may not be used in any way, including in advertising or publicity pertaining to distribution of materials on this Web Site, without prior written permission. You are not authorized to use our logo as a hyperlink to this Web Site unless you obtain Medialets’ written permission in advance.
Prohibited Actions. You agree not to: (a) decompile, reverse engineer, disassemble, modify, reduce the Web Site to human perceivable form or create derivative works based upon the Web Site or any part thereof, except as expressly permitted in the SDK license; (b) disable any licensing or control features of the Web Site; (c) introduce into the Web Site any virus, robot, electronic agent, automated system, or other code or routine intended to disrupt or damage the Web Site, or alter, damage or delete any content, or retrieve or record information about the Web Site or its users; (d) except as expressly permitted in the SDK license, merge the Web Site or content with another program or create derivative works based on the Web Site or content; (e) remove, obscure, or alter any notice of the copyright or other proprietary legends on the Web Site or content; (f) except as expressly permitted by an SDK license, sublicense, assign, translate, rent, lease, lend, resell for profit, distribute or otherwise assign or transfer the content or access to the Web Site to others; (g) use, or allow the use of, the Web Site or the content in contravention of any federal, state, local, foreign or other applicable law, or rules or regulations of regulatory or administrative organizations; (h) otherwise act in a fraudulent, illegal, malicious or negligent manner when using the Web Site; (i) use any contact information that may appear on this Web Site (including but not limited to telephone numbers, fax numbers or e-mail addresses) for purposes of marketing or promoting the goods or services of the user or for any third party goods or services; (j) publish falsehoods or misrepresentations that could damage Medialets or any third party; (k) submit material that is unlawful, obscene, lewd, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, excessively violent, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate or objectionable; or (l) impersonate another person, real or fictitious. Except as expressly provided herein, Medialets and the third parties reserve all rights with respect to the Web Site, and may pursue all legally available options under both civil and criminal laws (and may cooperate with law enforcement agencies) in the event of any violations.
Representations and Warranties. You represent and warrant that:
- you have all necessary rights in and to your Applications to include advertisements;
- you are of legal age and capacity to enter into this Agreement;
- all registration information you submit is accurate and truthful and that you will promptly modify such information during the term of this Agreement; and
- your use of the Medialets Service does not violate any applicable law or regulation.
- with respect to each Application, you have the written consent, release, and/or permission of each and every identifiable individual person in the Application to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Application.
Your Responsibility for Applications. You shall be solely responsible for your Applications and the consequences of their use. You agree that Medialets has no liability with respect to any Applications.
Advertisements. The purpose and sole permitted use of the SDK is for you to incorporate software instructions to allow Medialets to insert advertisements (“Ads”) from Medialets-designated advertisers (“Advertisers”) that may be sourced directly by Medialets or from third parties (“Advertising Agencies”) into your Applications. As a result of using the SDK, you must embed Ad code into your Application at least once. Notwithstanding anything to the contrary, all Ads, including those displayed within your Applications, are and shall remain the property of the Advertiser. You obtain no rights in any Ads by virtue of utilizing the Medialets Service.
Communications. You agree to direct all communications to Medialets and not to any Advertiser or Advertising Agency with respect to all matters arising out of or relating to this Agreement (including the SDK). You are aware that Medialets has agreements with Advertisers and Advertising Agencies and you agree not to communicate directly with any Advertiser or Advertising Agency for the purpose of interfering with those agreements, or otherwise to encourage, solicit, or divert business from Medialets, or otherwise circumvent the billing and payment process.
No Guaranteed Revenue. Medialets makes no promise or guarantee as to the level of impressions served or clicks on any Ad or other actions taken by users of the Applications, or the amount of any payment to be made to you under this Agreement. YOU UNDERSTAND THAT YOU MAY NEVER RECEIVE ANY FEES WHATSOEVER AS A RESULT OF AN APPLICATION.
Payment. Medialets has entered into agreements with Advertisers and Advertising Agencies to include Ads in Applications, which may generate revenue on the basis of the number of valid revenue-generating Ad impressions, clicks, or transactions displayed and confirmed in your Applications as solely determined by Medialets and its Advertisers and Advertising Agencies. In response to Ads viewed in your Applications, Medialets shall reserve variable percentages it receives for net amounts received (following deduction of all payment defaults, chargebacks, bad debt, sales commissions, discounts, refunds, and processing fees related to the Ads and Ad payments that Medialets may incur in operating the Advertising Program) (the “Developer Revenue Share”). The net amount of each Developer Revenue Share shall be determined in Medialets’ sole discretion based on various factors, including, but not limited to: the ranking of your Application(s) as listed on this Web Site, the number of Ads viewed in your Application(s), the type of Ads viewed in your Application(s), the time the Ads are served or the click occurred, and geographic location from which the Ad request is received. Medialets reserves the right to change the Developer Revenue Share at any time.
(a) Subject to subsection (b) below, and following receipt of the net amounts due from the Advertisers and Advertising Agencies, Medialets will pay your Developer Revenue Share Payments electronically. Medialets will pay you via electronic funds transfer or through PayPal if you have a PayPal account. If you do not collect any payment within 60 days of sending, the payment will be returned to Medialets. You understand and agree that, notwithstanding any provision herein to the contrary, Medialets shall not be obligated to make any Developer Revenue Share payment to you unless and until Medialets has received corresponding net payment from its Advertisers or Advertising Agencies. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your Medialets account and your PayPal account.
(b) You agree that Medialets is authorized at any time to (i) chargeback any fee paid to you or (ii) setoff against any future Developer Revenue Share any amounts due to an Advertiser or Advertising Agency whose Ads have been displayed in your Application assessing a chargeback against Medialets or defaults on any amounts owed to Medialets for such Ads. Subject to the foregoing, payments for Ads for which Medialets contracted directly with Advertisers will be made to you within 30 days of the end of the month in which such Ads were displayed in your Application. In addition, subject to the foregoing, payments for Ads for which Medialets contracted with Advertising Agencies will be made to you within 30 days of the end of the calendar quarter in which Medialets received payment for such Ads displayed in your Application.
(c) ALL PAYMENTS WILL BE MADE IN UNITED STATES DOLLARS, except where prohibited by law. Medialets reserves the right to make payments to you only when your earned balance is greater than $100 USD. If you terminate this Agreement and your earned revenue is less than $100 USD, you will be paid the balance less any applicable transaction fees and reasonable reserves for chargebacks, credits, and payment defaults.
(d) You will be responsible for withholding, filing, and reporting all taxes (except Medialets’ U.S. income taxes), duties and other governmental assessments associated with your use of the Medialets Service.
(e) If you dispute any payment, you must notify Medialets in writing (and not any Advertiser or Advertising Agency) within 15 days of any such payment. If you do not notify Medialets within that time, you agree to waive any claims related to such disputed payment. Payments shall be calculated solely based on records maintained by Medialets. No other evidence, measurements or statistics of any kind shall be accepted by Medialets or have any effect under this Agreement. Medialets shall not be liable for any payment based on (i) any fraudulent Ad displays generated by any person, robot, automated program or similar device or for fraudulent impressions similarly generated on any advertisements, as reasonably determined by Company; (ii) Ad displays commingled with a significant number of fraudulent impressions or fraudulent clicks described in (i) above; or (iii) any breach of this Agreement by you.
(f) You agree to pay all applicable taxes or charges imposed by any government entity in connection with you use of the Advertising Program.
Prohibition of “Click Fraud” and Similar Activities. You shall not, nor may you permit, authorize or enable any third party to, (i) directly or indirectly generate queries, impressions or clicks on any Ad(s) through any manual, automated, or otherwise fraudulent means, including but not limited to repeated clicks, the use of robots or other automated query tools, (ii) edit or modify the information contained in any Ad, including but not limited to the presentation or the URL or URL mapping that may exist into the Ad unit, or (iii) run the Ad through any additional service that rewrites the URLs contained in the Ad.
Termination by You. You may terminate your rights under this Agreement at any time by ceasing use of the Web Site and its contents (including the SDK). You acknowledge that previously distributed applications using SDK may continue to be available for use by end users; and you will continue be paid for all Ads served on such previously distributed content so long as you maintain an account with Medialets. Upon your termination of this Agreement, you may in certain cases be prohibited from re-enrolling as a developer for a period of time based on agreements with Advertisers or Advertising Agencies.
Termination by Medialets. Medialets, in its sole discretion, may terminate this Agreement at any time for any reason with or without notice. Medialets reserves the right in its sole discretion to block access or discontinue services and to investigate and take appropriate legal action against anyone who, in Medialets’ sole discretion, violates this Agreement, including without limitation, reporting you to law enforcement authorities. In addition to any other remedies that may be available to Medialets, if you breach this Agreement, Medialets has right to terminate this Agreement immediately, which will result in termination of the SDK license, and a forfeiture of any payment due. Your account, profile, and all associated information may be deleted and your password may be terminated without warning if Medialets believes that you are in breach of any of the foregoing representations and warranties. Further, you agree that Medialets shall not be liable to you or any third-party for any termination of your access to the Medialets Service. Medialets reserves the right to refuse participation to any applicant or user at any time in its sole discretion.
Account Password and Security. When this Agreement has been accepted and agreed to by you, the password that you create will soon be activated to enable you to access the password-protected portions of Web Site. Passwords may not be shared or used by more than one individual. It is each individual user’s responsibility to remember and protect such password and not to disclose it to any other person. Remember to choose a strong password, including numbers, capital letters, special characters, etc., and one that is not typically found in a dictionary. You shall not access or use the Web Site by means of any automated program, expert system, electronic agent or “bot,” and shall not give any person or entity access to the Web Site. You may never use someone else’s account, username or password without permission. When creating your account, you must provide accurate and complete information. You are responsible for maintaining the confidentiality of the password and account, and you agree that you are fully responsible for all activities that occur under your password or account. You agree to notify Medialets immediately if you discover any unauthorized use of your password or account or any other breach of security.
Indemnity. You will defend, indemnify and hold Medialets, and its officers, directors, employees, agents, subsidiaries, affiliates, licensors, and joint ventures, harmless from any loss, liability, claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party, including but not limited to infringement of intellectual property rights or that you actions resulted in damage to a third party.
Release; California Civil Code Waiver. If you have a dispute with one or more users, you release Medialets (and its officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
Third Party Beneficiaries. You agree that any Advertiser or Advertising Agency that supplies any Ad or any distributor that distributes your Application(s) shall be an intended third party beneficiary with respect to this Agreement, and that any such Advertiser or Advertising Agency that supplies any Ad or any distributor that distributes your Application(s) shall have the right to enforce such provisions in its own name as if the Advertiser or Advertising Agency that supplies any Ad or any distributor that distributes your Application(s) were Medialets.
Use of Your Name and Logo. You agree that Medialets may use your name, logo, and the title(s) and logo(s) of your Applications in presentations, marketing and promotional materials, customer lists, financial reports and Web Site listings of customers. This is an important part of our ability to sell ads within your application.
Web Site Controlled from United States. This Web Site is controlled from offices within the United States. Medialets makes no representation that content or materials in this Web Site are appropriate or available for use in other jurisdictions. Access to this Web Site content or materials from jurisdictions where such access is illegal is strictly prohibited. If you choose to access this Web Site from other jurisdictions, you do so at your own risk. You are always responsible for your compliance with applicable laws. THE LAWS OF the State of New York WILL GOVERN THE CONTENT AND MATERIALS CONTAINED IN THIS SITE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS AND YOU AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF New York IN RELATION TO ANY CLAIM, DISPUTE OR DIFFERENCE ARISING FROM THESE TERMS.
Not Authorized to Do Business In Every Jurisdiction. Medialets is not authorized to do business in every jurisdiction. Information published on this Web Site may contain references or cross-references to land, goods or services that are not available in your state or country.
Miscellaneous. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. You may not assign, voluntarily, by operation of law, or otherwise, any rights or delegate any duties under this Agreement without Medialets’ prior written consent, and any attempt to do so without that consent will be void. Medialets may assign this Agreement to a successor in interest in connection with a change of control, a sale of substantially all of its assets, or a merger, acquisition, public offering or other reorganization transaction. The section headings used herein are for convenience only and shall not be given any legal import. Solely with respect to breaches or threatened breaches of this Agreement, either party to this Agreement may seek a temporary restraining order and injunction to protect its legal rights or interests, without the need to post bond in any court having jurisdiction.
For further information, or inquiries about this Agreement, please contact:
450 West 15th Street, Suite 200
New York, NY 10011