Terms and Conditions

Last updated: July, 2024

1. General

1.1. These terms and conditions (“Terms”) shall govern the relationship between Publisher and Odeeo (as these capitalized terms are defined below), according to the commercial terms set forth in the insertion order executed between Publisher and Odeeo in connection with Publisher’s use of Odeeo’s Service, as defined below (“Insertion Order”), which is attached to these Terms by reference and form an integral part of these Terms. These Terms should be read carefully by Publisher in their entirety prior to Publisher’s execution of the Insertion Order and/or use of the Service. These Terms and the Publisher Guidelines (as defined below) constitute a legally binding agreement between Publisher and Odeeo. By accepting these Terms, executing the Insertion Order and/or using the Service, Publisher hereby agrees to be bound by these Terms. If Publisher does not agree to be bound by any of these Terms, Publisher shall not execute the Insertion Order and/or use any of Odeeo’s services, including without limitation, the Service.

1.2. Under these Terms: (i) “Publisher“ means the developer, owner, operator, publisher or agency of a Mobile App (as defined below), who applied to use the Service, and its affiliated entities; and (ii) “Odeeo” means Sonic Odeeo Ltd. and its affiliated entities.

1.3. Odeeo reserves the right to make any changes and/or adjustments to the Service (including without limitation, to the SDK) and/or these Terms at any time, without prior written notice, and Odeeo shall provide Publisher with at least 7 days prior written notice in case of any material changes to the Service and/or to these Terms and your continued use of the Service thereafter means that Publisher accepts those changes.

1.4. Publisher represents and warrants that Publisher has the power and authority to enter into these Terms, including the Insertion Order, and Publisher agrees to be legally bound by their terms.

1.5. If Publisher does not agree to any of these Terms, then Publisher must refrain from executing the Insertion Order, using the Service and/or any other service made available by Odeeo in accordance with these Terms.

2. Definitions

2.1. “Advertisement” means, but is not limited to, advertisements, internal content, promotions, content management, multimedia images, graphics, text, data and advertising materials.

2.2. “Demand Partner(s)” means a third party advertiser, such as a direct brand, agency and/or ad exchange.

2.3. “Mobile App” means a mobile application owned and/or operated by the Publisher.

2.4. “SDK” means Odeeo’s proprietary software development kit, and any updates and/or new or alternative versions thereof.

3. Service

3.1. Subject to these Terms, Odeeo hereby grants Publisher a limited, non-exclusive, revocable, non-sub-licensable and non-transferable right to use the SDK to make Publisher’s advertisement placement inventory (“Placement Inventory”) available to Demand Partners for their display of Advertisements to end users who use and/or have access to the Mobile App (“End Users”) within the Mobile App (“Service”).

3.2. As a condition of using the SDK and/or the Service, Publisher will comply with any of Odeeo’s protocols and any other instructions contained in any documentation, as provided by Odeeo.

3.3. Publisher hereby acknowledges and agrees that Odeeo will not be held responsible for any failure to support and/or facilitate any integration between the Mobile App and the SDK and Publisher shall bear all responsibility in checking Publisher’s systems and/or internal software and/or configuration, including that the SDK was integrated in accordance with Odeeo’s guidelines and in compliance with Odeeo’s integration specifications. Furthermore, Publisher acknowledges and agrees that Odeeo may release version updates for the SDK, that to the extent requested by Odeeo, Publisher will be required to promptly update in accordance with Odeeo’s instructions, and for the avoidance of doubt, Odeeo will not be held liable for any failure on Publisher’s part to update to the latest version following such request on Odeeo’s behalf.

3.4. Except as expressly set forth in these Terms, Publisher will not, and will not allow any third party to: (i) directly or indirectly access, launch or activate any of the protocols or any other technology, content, software, materials and/or documentation belonging to Odeeo, through or from, or otherwise incorporated in any of the, Mobile App, SDK, Service, Odeeo’s website or other means; (ii) copy, distribute, rent, sell, lease, lend, sublicense, transfer the SDK and/or the Service or make any of these available to any third party; (iii) decompile, reverse engineer, or disassemble the SDK and/or the Service; (iv) create derivative works based on any component of the SDK and/or the Service and/or create any product or service competitive with the SDK and/or the Service; (v) modify, remove, or obscure any proprietary notices or anything of similar nature that appears on or during the use and operation of the Service and/or the otherwise SDK; (vi) create or attempt to create a substitute or similar service or product to that of the SDK and/or the Service or proprietary information related thereto; (vii) authorize or encourage any third party to generate fraudulent impressions of or fraudulent clicks on any Advertisement, including but not limited to, through 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; or (viii) use or modify any feature or functionality of the SDK and/or the Service in order to, inter alia, collect personally identifiable information of any third party.

3.5. Without derogating from the above, Odeeo does not grant Publisher the right to use the SDK and/or the Service with respect to any Mobile App(s) that:

  • 3.5.1. Contain any content or element of any nature whatsoever that is libelous, discriminatory, obscene, unlawful, illegal, or that is, in Odeeo’s sole discretion, otherwise unsuitable;
  • 3.5.2. Infringes Odeeo’s and/or any third party’s intellectual property rights, including but not limited to, illegal streaming and/or downloading; copies or resembles Odeeo’s and/or any third party’s property in whole or in part; or disparages Odeeo and/or any third party or otherwise damages Odeeo’s and/or any third party’s goodwill or reputation in any way; or
  • 3.5.3. Uses, runs and/or includes any spiders, robots, virus, Trojan horse or any other kind of malware, spyware or any other malicious code or code that may be used to circumvent any of Odeeo’s security measures.

3.6. Publisher shall bear all responsibility and liability at all times, to ensure that the Mobile App(s) in which such campaigns are displayed will not be intended for an audience that is not eligible for such type of campaigns. Publisher further acknowledges that Odeeo does not monitor nor supervise the Mobile App(s) in any manner that allows Odeeo to ensure that the audience to which the aforementioned Advertisements are displayed are above the minimum eligible legal age. Publisher irrevocably waives and discharges Odeeo from any and all liability related thereto, and will indemnify Odeeo for any and all damages, losses, fees (including reasonable attorneys’ fees) arising from any claim based on breach of Publisher’s warranties and obligations as set forth above.

3.7. If Odeeo determines, in its sole discretion, that Publisher has engaged in any of the activities that contravene the provisions of this Section 3, Odeeo may (without limiting any other rights or remedies available to Odeeo) terminate these Terms immediately with or without notice to Publisher.

4. Publisher Representations, Warranties and Undertakings

4.1. Publisher represents and warrants that:

  • 4.1.1. Publisher will be solely liable for the Mobile App and decisions relating to the Placement Inventory, End Users and/or additional third parties, including the handling of all inquiries and/or claims submitted by any of the aforementioned and all additional engagements, commitments and interactions that Publisher has with any third party;
  • 4.1.2. Publisher shall notify Odeeo promptly and in writing of any intended material change to the nature or design of the Placement Inventory including, without limitation, any change to the placement of the Placement Inventory, the type of content, or the target audience.
  • 4.1.3. All interactions and commitments that Publisher may have with any third party must be professional, proper and lawful under applicable law (including any laws or regulations relating to the content and nature of publishing or marketing) and otherwise comply with these Terms;
  • 4.1.4. Publisher will not have any direct contact with any of Odeeo’s Demand Partners for the period the Term and 6 months thereafter, and understands that in the event that Odeeo suspects that Publisher is communicating with any such Demand Partner during such period, Odeeo shall terminate all advertising campaigns in connection thereto and/or terminate these Terms;
  • 4.1.5. There is no contractual, legal or other prohibition upon Publisher and/or anyone acting on Publisher’s behalf (including, without limitation, Publisher’s controlling shareholders, directors, officers and/or Publisher’s ultimate beneficiary owners) to enter into these Terms;
  • 4.1.6. Neither Publisher nor anyone on Publisher’s behalf appear in repositories which prohibit Publisher and/or anyone on Publisher’s behalf directly or indirectly to conduct business with Odeeo (or with Odeeo’s affiliates) or with respect to the subject matter hereof; and
  • 4.1.7. It owns all rights to the Mobile App(s); that none of the Mobile Apps contains content of a sexually explicit nature or any illegal content; and the Mobile App(s) do not infringe, misappropriate or violate any intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity, including without limitation, rights of privacy and publicity.

4.2. Odeeo has the right, but not the obligation, to pre-screen, review and monitor any and/or all Advertisements and/or the Mobile Apps (“Monitoring”); however Publisher understands that regardless of any Monitoring of Odeeo, Publisher is and shall remain solely liable for its Mobile Apps, and that Odeeo does not control or endorse, nor does Odeeo make any representation or warranty of any kind regarding the content of the Advertisements, including, without limitation, the accuracy, completeness or decency of any Advertisement.

5. Intellectual Property Rights

5.1. Odeeo owns all intellectual property rights in and to the SDK and/or the Service, and Publisher shall not gain any ownership right, property right or any other right, except as expressly granted herein.

5.2. Publisher may submit questions, comments, suggestions, ideas, plans, notes, drawings, original or creative materials or other information about Odeeo and/or about the SDK and/or the Service (collectively, “Suggestions”). Publisher understands that any Suggestions submitted to Odeeo in any way of communication shall constitute Odeeo’s Confidential Information (as defined below) and shall become Odeeo’s sole property. Odeeo shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of any Suggestions for any purpose, commercial or otherwise, without any acknowledgment and/or compensation to Publisher.

6. Payments

Payments shall be made in accordance with the terms set out in any applicable Insertion Order duly executed by both parties (“Consideration”).

7. Term and Termination

7.1. These Terms shall take effect as set forth and agreed by the parties in any Insertion Order and unless otherwise agreed in the Insertion Order, these Terms may be solely terminated by either party for any reason by providing 30 days prior written notice to the other party (“Term”).

7.2. In the event that either party is in breach of these Terms, and fails to take actions to rectify any such breach within 30 days following receipt of notice of such breach from the other party, the non-breaching party may immediately terminate these Terms by providing written notice to the party in default, with immediate effect. Without derogating from the aforementioned, if Odeeo suspects any fraudulent activity was committed by Publisher and/or by anyone on Publisher’s behalf, Odeeo reserves the right to suspend Publisher’s use of the SDK and/or the Service and any payment owed to Publisher as Consideration with respect to the said activities, until an internal investigation by Odeeo is concluded regarding this matter.

7.3. The following will apply upon termination of these Terms: (i) Publisher’s access to the SDK and/or the Service will terminate; (ii) Publisher shall destroy any and all copies of the SDK and/or the Service in Publisher’s possession or control and/or in anyone on Publisher’s behalf; (iii) Publisher shall return to Odeeo all of Odeeo’s Confidential Information; and (iv) to the extent that these Terms are terminated by Odeeo due to fraudulent activity, any outstanding balance owed to Publisher shall be paid subject to the review of Publisher’s account and activity and findings thereof.

7.4. Upon termination, the provisions of these Terms shall cease to have effect, save for the following provisions which shall survive and continue to have effect, in accordance with their express terms or otherwise indefinitely: Sections 3.4, 5, 7.3, 7.4 and 8 to 14.

8. Privacy

8.1. Odeeo’s privacy policy is available at https://odeeo.io/privacy-policy/ (“Privacy Policy”).

8.2. Except as instructed otherwise to Odeeo (e.g., in the consent string), Publisher hereby agrees that Odeeo shares some End User data with the Demand Partners and/or with third parties which provide services to Odeeo, in order to provide the Service.

8.3. Publisher represents, warrants and covenants that Publisher shall: (i) comply with any and all applicable laws, rules, regulations, platform policies, any applicable self-regulatory regimes and best industry standards, including, without limitation, and as applicable: U.S. laws; the rules, codes and guidelines of the Digital Advertising Alliance; the Network Advertising Initiative; the Transparency and Consent Framework for Publishers (as amended from time to time) available at https://iabeurope.eu/tcf-for-publishers/; any platform restrictions such as the Apple Tracking Transparency Framework (or similar to this framework, for example, from Google); the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council (“GDPR”); the EU Directive 2002/58/EC on privacy and electronic communications (as amended, “ePrivacy Directive”); any data protection laws substantially amending, replacing or superseding the GDPR, the Data Protection Act 2018, as updated, amended, replaced or superseded from time to time by the UK Information commissioner Officer (“UK-GDPR”); the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, as implemented, amended or modified, including, without limitation, by the attorney general regulations (“CCPA”); the Virginia Consumer Data Protection Act (“VCDPA”); the Colorado Privacy Act (“CPA”); the Connecticut Data Privacy Act (“CDPA”); the Utah Consumer Privacy Act (“UCPA”); any other applicable federal and/or state law, and the data protection or privacy laws of any other country; and guidelines as may become available from time to time by Odeeo or its third party advertising partners and the Children’s Online Privacy Protection Act (“COPPA”); and (ii) obtain all necessary and required consents and/or have any and all ongoing legal bases from the End Users, so that Odeeo and the Demand Partners will be able to provide the Services in a lawful manner; and (iii) implement all required transparency obligations (including, without limitation, displaying any and all relevant and required privacy notices or policies).

8.4. To the extent that Publisher’s End Users include children, Publisher must comply at all times with any and all children Laws in each jurisdiction, including, without limitation, Children’s Online Privacy Protection Act (“COPPA”) (“Children Laws”) when collecting, using and sharing such personal data. Unless Publisher is able to demonstrate compliance with applicable Children Laws, Publisher must not (nor shall the Publisher use the Services to): (i) target children underage stated in the relevant applicable Children Laws (e.g., 13 years old according to the COPPA, 16 years old according to the EU GDPR, but not below 13 years old according to the national legislation of certain EU member states); and/or (ii) collect information from children that Publisher knows are underage, as stated in the relevant applicable Children Laws. Publisher undertakes to review the relevant Children Laws that apply to its activities prior to any launch of any campaigns and shall remain liable at all times with respect to the foregoing. Subject to Publisher’s compliance with applicable laws, including Children Laws, Publisher shall instruct in the SDK to Odeeo if the user is a child. In case that the End User is marked as a child, Odeeo will treat the End User in a child’s mode. Without derogating from the generality of the above, Publisher undertakes to obtain, collect, and retain at all times parental consent whenever such consent is required in accordance with applicable Laws and to submit Odeeo a copy of this parental consent upon Odeeo’s request.

8.5. To the extent that in accordance with applicable law, Publisher needs a Data Processing Agreement (“DPA”) in place with Odeeo, Publisher shall request Odeeo at privacy@odeeo.io, to provide Odeeo’s DPA and Publisher shall return it signed to Odeeo.

8.6. Without derogating the foregoing, Publisher hereby acknowledges and agrees with Odeeo’s Publishers’ guidelines available here: [Eado to complete URL once available] (“Publisher Guidelines”), which are incorporated herein by reference. The Publisher Guidelines are intended to add information and instructions related to the provision of the Services. Publisher shall read the Publisher Guidelines and make sure that Publisher complies with it. In the event of any inconsistency by and between the Terms and Publisher Guidelines, the Publisher Guidelines shall prevail. Publisher acknowledges and agrees that Odeeo may update, change and/or amend the Publisher Guidelines from time to time at Odeeo’s sole discretion.

9. Disclaimers

9.1. Odeeo is not responsible for the conduct, whether online or offline, of any Demand Partner, End User or any additional third party, or for any Advertisement or problems or technical malfunction of any computer online systems, servers or providers, computer equipment, software or failure on account of technical problems or traffic congestion on the internet or at any website or combination thereof, including injury or damage to Publisher’s computer(s), device(s), software(s), system(s), server(s) or program(s) related to or resulting from the SDK and/or the Service. Under no circumstances will Odeeo be responsible for any loss or damage resulting from anyone’s use or inability to use the SDK and/or the Service.

9.2. Except as otherwise expressly set forth in these Terms, Odeeo makes no other warranties or representations (whether express or implied by law, statute or otherwise) with respect to the SDK and/or the Service and/or anything thereof affecting Publisher, the End Users or any third parties, or any content, products or services available therein or related thereto or that Publisher’s system, network, services, software or hardware (or any of which are provided to Odeeo by third parties) will be error-free or uninterrupted or with respect to the quality, merchantability, fitness for particular purpose, non-infringement or suitability of the SDK and/or the Service. All warranties, representations and implied terms and conditions are hereby excluded to the fullest extent permitted by law.

9.3. Publisher acknowledges and agrees that Odeeo has no control over and are merely a passive conduit with respect to any Advertisements and/or content that may be submitted by any Demand Partner, and whether or not any of the Advertisements are appropriate or acceptable.

10. Limitation of Liability; Indemnification

10.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ODEEO BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE LOSS, INJURY OR DAMAGE OF ANY KIND OR FOR ANY LOSS OF BUSINESS, REPUTATION, REVENUE, PROFITS AND/OR DATA THAT ARISES UNDER OR IN CONNECTION WITH THESE TERMS OR THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SDK AND/OR THE SERVICE, EVEN IF ODEEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, INJURY OR DAMAGE.

10.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY BETWEEN THE PARTIES AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN ANY EVENT, ODEEO’S TOTAL, AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES ARISING UNDER OR IN CONNECTION WITH THESE TERMS, OR THAT RESULT FROM PUBLISHER’S USE OF OR INABILITY TO USE THE SDK AND/OR THE SERVICE, OR IN CONNECTION WITH ANY ACT OR OMISSION OF ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, DEMAND PARTNERS AND/OR END USERS, OR ANY INDEMNIFICATION OBLIGATION OR APPLICABLE LAW REGARDING DATA PROTECTION OR PRIVACY (INCLUDING, WITHOUT LIMITATION, THE DPA), WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR FOR BREACH OF STATUTORY DUTY OR IN ANY OTHER WAY, SHALL NOT EXCEED THE CONSIDERATION PURSUANT TO THESE TERMS OVER THE PREVIOUS 6 MONTHS PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE LIABILITY.

10.3. Publisher shall defend, indemnify and hold Odeeo harmless from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including legal fees) resulting or arising from: (i) Publisher’s breach of these Terms; (ii) Publisher’s use of the SDK and/or the Service not in accordance with these Terms; and/or (iii) any claims regarding the Mobile App and/or Placement Inventory (including without limitation IP infringement and privacy claims). Without derogating from or excusing Publisher’s obligations under this Section, Odeeo reserves the right (at Odeeo’s own expense), but is not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by Publisher, if Publisher chooses not to defend or settle it. Publisher agrees not to settle any matter subject to an indemnification without first obtaining Odeeo’s express approval.

11. Confidential Information

The parties’ communication and exchange of information in connection with these Terms and the Services shall be subject to and governed by the Confidentiality Agreement executed between them concurrently herewith (“NDA”). The purpose of the NDA is hereby amended so it includes the parties’ engagement under these Terms. The term “Confidential Information” as used herein shall bear the meaning set forth in the NDA. In addition, if these Terms extend beyond the term of the NDA, the term of the NDA will be automatically extended to be coterminous with the term of these Terms. In case of any inconsistency or contradictions between the provisions of these Terms and the provisions of the NDA, the provisions of these Terms shall prevail.

12. Force Majeure

Nonperformance of either party shall be excused to the extent that such performance is rendered impossible by strike, fire, flood, hurricanes, earthquakes, any other natural disasters or any epidemics, pandemics or disease outbreaks, governmental acts, orders or restrictions, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party, provided that the non-performing party uses its reasonable best efforts to promptly resume performance once it is possible to do so.

13. Third Party Sources

13.1. The SDK and/or the Service may use or include third party software, files and components that are (or might be) subject to open source and third party license terms (“Third Party Sources”). Publisher’s right to use such Third Party Sources as part of, or in connection with, the SDK and/or the Service, is subject to acknowledgements and license terms accompanying such Third Party Sources, contained therein or related thereto. These Terms do not apply to any Third Party Sources accompanying or contained in the SDK and/or the Service and Odeeo disclaims all liability related thereto.

13.2. Publisher acknowledges that Odeeo is not the author, owner or licensor of any of the Third Party Sources, and that Odeeo makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Sources. UNDER NO CIRCUMSTANCES SHALL THE SDK AND/OR THE SERVICE OR ANY PORTION THEREOF (EXCEPT FOR THE THIRD PARTY SOURCES CONTAINED THEREIN) BE DEEMED TO BE “OPEN SOURCE” OR “PUBLICLY AVAILABLE” SOFTWARE.

14. Miscellaneous

14.1. All notices or reports permitted or required under these Terms shall be in writing, in English, and shall be by personal delivery, by express courier service (such as FedEx or UPS) that requires proof of delivery; certified or by registered mail, return receipt requested; or by facsimile or electronic mail, and shall be deemed effective: (a) if mailed, 5 business days after mailing; (b) if sent by messenger or express courier service, upon delivery; and (c) if sent via facsimile or electronic mail, upon transmission (if transmitted on a non-business day – on the first business day following transmission).

14.2. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between the parties in connection with these Terms. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in these Terms.

14.3. Unless received Odeeo’s prior written consent, Publisher may not assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with these Terms or any rights under these Terms, or sub-contract any or all of Publisher’s obligations under these Terms, or purport to do any of the same. Any purported assignment in breach of this Section shall confer no rights on the purported assignee.

14.4. These Terms shall be governed by and construed in accordance with the laws of the State of Israel without giving effect to conflicts of law principles. Publisher irrevocably agrees to submit, for Odeeo’s benefit, to the exclusive jurisdiction of the courts of Tel-Aviv-Jaffa, Israel, for the settlement of any claim, dispute or matter arising out of or concerning these Terms, their enforceability and Publisher waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.

14.5. When possible, each provision of these Terms will be interpreted in such a manner as to be effective and valid under applicable law. To the extent that any provision of these terms is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of these Terms or any other provision hereof.

14.6. These Terms, including the Insertion Order, embody the complete agreements and understandings of the parties hereto with respect to the subject matter hereof and supersedes any prior agreement or understanding between the parties in relation to such subject matter. Each of the parties acknowledges and agrees that in entering into these Terms, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to these Terms or not) other than as expressly set out in these Terms. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this Section it might otherwise have had in relation to any of the foregoing.

14.7. A person who is not a party to these Terms has no right to rely upon or enforce any term of the Terms herein.

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