By downloading the AdColony SDK, you are granted a limited, non-commercial
license to use and review the SDK solely for evaluation purposes. If you wish to
integrate the SDK into any commercial applications, you must register an account
with AdColony and accept the terms and conditions on the AdColony website.

Note that U.S. based companies will need to complete the W-9 form and send it to
us before publisher payments can be issued.

Terms of Service for Publishers AdColony publishing and monetization partners
must sign, acknowledge, and agree to their own terms of service document within
the AdColony portal. The version below is for general reference purposes and
does not serve as a legal or binding agreement with any entity.

Additional agreements and terms of service may be required on a per client basis
to comply with regulatory needs. Contact support@adcolony.com for more details.

SDK License and Publisher Terms

These AdColony SDK License and Publisher Terms (this “Agreement”) is made
available by AdColony, Inc. (“AdColony”). By downloading or using the AdColony
SDK, you and any company, entity, or organization on behalf of which you are
accepting this Agreement (“Developer”) hereby agrees to be bound by all terms
and conditions of this Agreement, and you represent and warrant that you are an
authorized representative of Developer with the authority to bind Developer to
this Agreement. IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS
AGREEMENT, DO NOT DOWNLOAD OR USE THE ADCOLONY SDK.

1.  Definitions

“Advertisers” means third-party advertisers. “Developer Apps” means the mobile
applications owned and/or controlled by Developer, including all content images,
music and text contained therein, that Developer wishes to use with the AdColony
SDK and AdColony Platform. “I/O” means a fully executed insertion order
containing advertising campaign details for user acquisitions and campaigns run
by Developer on AdColony’s Platform. “AdColony Ads” means video, playable,
display, or any type of media advertisements, sourced by or on behalf of
AdColony, which are routed and/or served by the AdColony Platform to the
Developer Apps. “AdColony Platform” means AdColony’s advertising system or
network, which supports advertisement insertion within mobile applications, and
related advertisement reporting tools. “AdColony SDK” means the software
development kit and any other software and documentation that may be provided by
AdColony to Developer with the software development kit, including any updates
thereto. “Personally Identifiable Information” or “PII” means information that
specifically identifies or locates a particular person or entity such as name,
postal address, telephone number, and email address. “Pseudonymous Identifiers”
means data that is linked or reasonably linkable to a particular computer or
device resettable device identifiers such as Google Advertising ID, Apple
Identifier for Advertisers, IP address, or other similar identifiers.
Pseudoymous Identifiers may not be utilized to identify a particular person. 2.
AdColony SDK License

License Grant. Subject to the terms and conditions of this Agreement, AdColony
grants Developer a non-exclusive, non-transferable, non-sublicenseable,
worldwide license to: (a) integrate the AdColony SDK with Developer Apps solely
for internal use; (b) use, reproduce and distribute certain portions of the
AdColony SDK as required for Developer’s distribution of Developer Apps, solely
as enabled by, and in accordance with documentation provided by AdColony; and
(c) use the AdColony SDK and AdColony Platform to have advertisements, including
AdColony Ads, distributed and presented within Developer Apps. SDK Updates.
AdColony periodically releases new versions of the AdColony SDK which may
contain new features and fixes, and AdColony may sunset versions of the AdColony
SDK. Developer is encouraged to check the AdColony website (or
AdColony-designated distribution site) from time to time for the latest version
releases, and to download and integrate such new versions within the Developer
Apps, subject to this Agreement (including any amendments). C. License
Restrictions. Except as expressly provided in this Agreement, Developer shall
not (and shall not allow any third party to): (a) decompile, reverse engineer,
disassemble, modify, adapt, create derivative works of, copy or distribute the
AdColony SDK or AdColony Platform, (b) modify, remove, or obscure any copyright,
trademark, patent or other proprietary notices or legends from the AdColony SDK
or AdColony Platform; (c) copy, distribute, rent, lease, lend, sublicense,
transfer or make the AdColony SDK or AdColony Platform available to any third
party, and (d) use the AdColony SDK or AdColony Platform to develop, upload, or
transmit any software viruses or other computer code, files or programs designed
to interrupt, destroy, or limit the functionality of any software or hardware.

Intellectual Property. All ownership rights, title, and interest in and to the
AdColony SDK and AdColony Platform, including all intellectual property rights
therein, as such may be modified, upgraded, or enhanced from time to time
(“AdColony Property”) will remain and belong exclusively to AdColony. AdColony
reserves all rights not expressly granted to Developer herein. Developer shall
retain all ownership rights, title and interest in and to the Developer Apps,
including all intellectual property rights therein, as such may be modified,
upgraded or enhanced from time to time. Advertising via The AdColony Platform
AdColony Insertion & Sale of Ads. Developer hereby grants AdColony the right to
sell, and have sold, advertisement inventory in the Developer Apps, and to
insert AdColony Ads within such inventory. In addition, Developer hereby grants
AdColony the non-exclusive, worldwide right and license to use, reproduce,
distribute and display Developer’s and the Developer Apps’ trademarks, logos,
and images of the Developer Apps, in connection with the sale of AdColony Ads
hereunder, including: (a) listing the Developer Apps and inventory in pitch
materials to prospective Advertisers; (b) reporting the inclusion of Developer
Apps and inventory as part of AdColony’s advertising network; and (c)
identifying the Developer as a publishing partner on AdColony’s website and
other marketing materials. AdColony also reserves the right to utilize publisher
results (both specific and aggregate) in case studies and white papers for
promotional purposes. Developer Ad Campaigns. For user acquisitions and other
campaigns run by Developer on the AdColony Platform, Developer shall provide
AdColony with a signed I/O. The terms of the I/O, including the Interactive
Advertising Bureau terms and conditions incorporated into the I/O (the “IAB
Terms”) shall govern such advertising campaigns. In the event of any conflict
between the I/O and such IAB Terms, the I/O shall govern and control with
respect to such campaign. Developer Apps Content Policy. The Developer Apps will
not contain, consist of, or promote discrimination, illegal activities, hate
speech, defamation, graphic violence, firearms, tobacco, illegal drugs,
pornography, profanity, obscenity or sexually explicit material (“Developer Apps
Content Policy”). Developer will notify AdColony immediately of any Developer
Apps relating to alcohol or gambling or that are child-directed as defined under
COPPA. Developer agrees that AdColony has no responsibility for the Developer
Apps, including any content therein, and AdColony has no obligation or ability
to monitor or edit the Developer Apps. Developer will provide as much advance
written notice as reasonably practicable, but in no event less than fifteen (15)
days’ notice, regarding any material changes to the nature or design of any
Developer App, including without limitation, changes to the placement of
AdColony Ad inventory, any action that will increase or reduce expected AdColony
Ad inventory within the Developer Apps, the type of content contained within the
Developer Apps, or the target audience of the Developer Apps. Ad Restrictions.
Developer may not, and may not authorize or encourage any third party to: (a)
generate fraudulent impressions of, or fraudulent clicks on any AdColony Ads,
including through repeated manual clicks, the use of robots or other automated
tools or any other method that may lead to artificially high numbers of
impressions, clicks, downloads, installs, app-opens, installed app user
activity; or (b) edit, modify, filter, or change the order of the information
contained in any AdColony Ad, or remove, obscure or minimize any AdColony Ad in
any way. Developer shall promptly notify AdColony if it suspects that any third
party may be tampering with, abusing or manipulating the AdColony Platform or
the AdColony Ads within the Developer App. AdColony may suspend Developer’s use
of the AdColony Platform and/or terminate this Agreement immediately should
Developer violate the foregoing provisions of this Section as determined by
AdColony’s sole discretion upon evaluating its fraud detection and reporting
systems, and Developer shall not be entitled to any revenue associated with the
applicable campaign(s).

1.  Data & Privacy

Collection of Data. Developer acknowledges and agrees that Pseudonymous
Identifiers may be used in connection with the performance of this Agreement in
order to collect and use data from end users and their devices (“App Data”) in
connection with advertisement performance, targeting, and end user interests
(“Performance Data”), and to display AdColony Ads to end users. Developer agrees
that in connection with AdColony Ads, AdColony may access or call to the
Developer Apps, or the servers that make them available, and cause the routing,
transmission, reproduction, and presentation of AdColony Ads as contemplated
herein. Additionally, Developer agrees that AdColony may collect App Data and
Performance Data, including Pseudonymous Identifiers , usage data, and streaming
data, with regard to the Developer Apps (and included content) within which
AdColony Ads are routed and/or served and (i) disclose such information to third
parties (including Advertisers and attribution partners) as reasonably necessary
in connection with the operation of the AdColony Platform, (ii) disclose such
data if required by any court order, process, law or governmental agency; (iii)
disclose such data generally when it is aggregated, such that the specific
information relating to Developer is not identified as such; and (iv) use such
information for AdColony’s internal business purposes, including to develop and
improve the AdColony SDK and AdColony Platform. AdColony will collect and use
the data in accordance with the Digital Advertising Alliance Self-Regulatory
Principles (“DAA Codes”), which are available at
http://www.aboutads.info/principles and AdColony Privacy Policy, which is
available at https://www.adcolony.com/privacy-policy/ (as updated from time to
time) and is hereby incorporated by reference. Compliance with Laws. Developer
agrees to comply with all Privacy Requirements (as defined below), including
conspicuously posting a privacy policy that accurately describes the Developer’s
and third parties’ collection, use, and disclosure of end user data from the
Developer Apps, which include disclosure that third parties may collect or
receive information and use that information to provide measurement services and
targeted ads, and disclosure of how and where users can opt-out of collection
and use of information for ad targeting. Developer will not pass any PII to
AdColony unless expressly permitted in writing, and as permitted under any
Privacy Requirements. Developer represents and warrants that any data Developer
provides to AdColony regarding devices, location, or users, and the ability for
AdColony to collect the App Data and Performance Data, is permitted and provided
in compliance with all Privacy Requirements including Developer’s posted privacy
policy. Developer further represents and warrants that it has made any and all
disclosures and obtained any and all consents or permissions required by law
with respect to Developer’s privacy practices, including without limitation: (a)
any end user data Developer collects, uses, and/or discloses, (b) the use and
disclosure of App Data and Performance Data to AdColony via the AdColony SDK and
AdColony Platform, and (c) notice and parental consent required by the
Children’s Online Privacy Protection Act (“COPPA”). AdColony reserves the right
to modify, suspend, or terminate this Agreement should Developer violate this
Section, and/or to remain compliant with law. C. “Privacy Requirements” means
all (i) applicable laws (including COPPA), governmental regulations, court or
government agency orders, and decrees relating in any manner to the collection,
use, or dissemination of information from or about users, user traffic, or
otherwise relating to privacy rights; (ii) the DAA Codes; and (iii) Developer’s
posted privacy policy.

1.  Developer Payments

Developer Payment. Subject to the terms and conditions of this Agreement,
AdColony shall pay to Developer Net Revenue amounts determined by AdColony. All
revenue received from activities that AdColony deems to be fraudulent may be
refunded to the Advertiser(s) in AdColony’s sole discretion. Payment Terms.
AdColony will pay any Developer Payment due to Developer sixty (60) days after
the completion of the month in which such AdColony Ad campaign runs; provided
that, AdColony may withhold payment until the following month for Developer
Payment amounts less than $100 U.S. Developer shall be responsible for any bank,
transfer or transaction fees (e.g., PayPal). AdColony may deduct any
withholding, sales, value added, and other applicable taxes (other than its net
income taxes) as required by law. Developer is responsible for paying any other
taxes, duties, or fees for which Developer is legally responsible. Earnings are
forfeited by publisher if a) the publisher’s lifetime earnings are less than
$100 and it has been more than 12 months since the publisher had earnings or b)
the publisher has not provided payment information, outstanding earnings are
less than $1,000 and it has been more than 12 months since the publisher had
earnings. 7. Term and Termination

Term. This Agreement is effective until terminated in accordance with this
Agreement. Termination by AdColony. AdColony may terminate this Agreement at any
time by providing sixty (60) days’ notice to Developer. Additionally, AdColony
may terminate this Agreement immediately if Developer breaches any provision of
this Agreement. Termination by Developer. Developer may terminate this Agreement
at any time by providing written notice to AdColony (email to suffice), ceasing
all use of the AdColony Platform and AdColony Property, and destroying or
removing from all hard drives, networks, and other storage media all copies of
the AdColony Property. Effect of Termination. Upon termination of this Agreement
by Developer, the Agreement (including all rights and licenses granted and
obligations assumed hereunder) will remain in force and effect until the
completion of all AdColony Ad campaigns associated with the Developer Apps in
effect on the date of such termination (“Sell-Off Period”). AdColony’s payment
obligations will remain in effect during the Sell-Off Period. Upon any
termination of this Agreement, each party will promptly return or destroy all
copies of any Confidential Information in its possession or control. Sections 3,
7(D) through 13 shall survive any expiration or termination of this Agreement.
8. Confidentiality

A. Definition. “Confidential Information” means any and all business, technical
and financial information or material of a party, whether revealed orally,
visually, or in tangible or electronic form, that is not generally known to the
public, which is disclosed to or made available by one party (the “Disclosing
Party”) to the other, or which one party becomes aware of pursuant to this
Agreement (the “Receiving Party”). The AdColony SDK is AdColony’s Confidential
Information, and the terms and conditions of this Agreement shall remain
confidential. The failure of a Disclosing Party to designate as “confidential”
any such

information or material at the time of disclosure shall not result in a loss of
status as Confidential Information to the Disclosing Party. Confidential
Information shall not include information which: (i) is in or has entered the
public domain through no breach of this Agreement or other act by a Receiving
Party; (ii) a Receiving Party rightfully knew prior to the time that it was
disclosed to a Receiving Party hereunder; (iii) a Receiving Party received
without restriction from a third-party lawfully possessing and lawfully entitled
to disclose such information without breach of this Agreement; or (iv) was
independently developed by employees of the Receiving Party who had no access to
such information.

B. Use and Disclosure Restrictions. The Receiving Party shall not use the
Confidential Information except as necessary to exercise its rights or perform
its obligations under this Agreement, and shall not disclose the Confidential
Information to any third party, except to those of its employees,
subcontractors, and advisers that need to know such Confidential Information for
the purposes of this Agreement, provided that each such employee, subcontractor,
and advisor is subject to a written agreement that includes binding use and
disclosure restrictions that are at least as protective of the Confidential
Information as those set forth herein. The Receiving Party will use at least the
efforts such party ordinarily uses with respect to its own confidential
information of similar nature and importance to maintain the confidentiality of
all Confidential Information in its possession or control, but in no event less
than reasonable efforts. The foregoing obligations will not restrict the
Receiving Party from disclosing any Confidential Information required by
applicable law; provided that, the Receiving Party must use reasonable efforts
to give the Disclosing Party advance notice thereof (i.e., so as to afford
Disclosing Party an opportunity to intervene and seek an order or other relief
for protecting its Confidential Information from any unauthorized use or
disclosure) and the Confidential Information is only disclosed to the extent
required by law. The Receiving Party shall return all of the Disclosing Party’s
Confidential Information to the Disclosing Party or destroy the same, no later
than fifteen (15) days after Disclosing Party’s request, or when Receiving Party
no longer needs Confidential Information for its authorized purposes hereunder.

1.  Representations and Warranties of Developer. Developer represents, warrants
and covenants to AdColony that: (a) it has all necessary rights, title, and
interest in and to the Developer Apps, and it has obtained all necessary
rights, releases, and permissions to grant the rights granted to AdColony in
this Agreement, including to allow AdColony to sell and insert the AdColony
Ads as contemplated herein; (b) it shall not use the AdColony Platform to
collect or discern any personally identifiable information of end users, or
use the data received through the AdColony Platform to re-identify an
individual; and (c) the Developer Apps will comply with the Developer Apps
Content Policy, and will not infringe upon, violate, or misappropriate any
third party right, including any intellectual property, privacy, or
publicity rights.

2.  Warranty Disclaimer. THE ADCOLONY SDK AND ADCOLONY PLATFORM ARE PROVIDED “AS
IS”. ADCOLONY DOES NOT MAKE ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY,
NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED
WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. ADCOLONY AND ITS
SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE ADCOLONY PLATFORM
OR ADCOLONY SDK WILL BE CORRECT, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS
WILL BE CORRECTED, OR THAT THE ADCOLONY PLATFORM OR ADCOLONY SDK ARE FREE OF
VIRUSES OR OTHER HARMFUL COMPONENTS. ADCOLONY DOES NOT WARRANT THE RESULTS
OF USE OF THE ADCOLONY PLATFORM OR ADCOLONY SDK. DEVELOPER ACKNOWLEDGES THAT
ADCOLONY MAY MODIFY OR SUSPEND THE ADCOLONY PLATFORM AT ANY TIME IN ITS SOLE
DISCRETION AND WITHOUT NOTICE.

3.  Indemnification.

Developer Indemnification. Developer agrees to indemnify, defend, and hold
harmless AdColony and its affiliates, and their directors, officers, employees,
and agents from and against any liabilities, damages, costs and expenses
(including reasonable attorneys’ fees) arising out of any claim, demand, action,
or proceeding initiated by a third party arising from or in connection with any
breach of Developer’s obligations, representations or warranties set forth in
this Agreement; provided that, AdColony: (a) promptly notifies Developer in
writing of the claim, except that any failure to provide this notice promptly
only relieves Developer of its responsibility to the extent its defense is
materially prejudiced by the delay; (b) grants Developer sole control of the
defense and/or settlement of the claim; and (c) reasonably cooperates with
Developer in connection with such claim at Developer’s cost and expense.
AdColony Indemnification. AdColony agrees to indemnify, reimburse and hold
harmless, Developer, its officers, directors, employees, and agents from and
against any and all third party claims, liabilities, demands, causes of action,
damages, losses and expenses, including, without limitation, reasonable
attorneys’ fees and costs of suit, arising out of or in connection with
AdColony’s infringement or misappropriation of a third party U.S. copyright,
trademark or trade secret by the use of the AdColony Platform and/or the
AdColony SDK by Developer as permitted hereunder; provided that, Developer: (a)
promptly notifies AdColony in writing of the claim, except that any failure to
provide this notice promptly only relieves AdColony of its responsibility to the
extent its defense is materially prejudiced by the delay; (b) grants AdColony
sole control of the defense and/or settlement of the claim; and (c) reasonably
cooperates with AdColony in connection with such claim at AdColony’s cost and
expense. In addition, if the use of the AdColony Property by Developer has
become, or in AdColony’s opinion is likely to become, the subject of any claim
of infringement, AdColony may at its option and expense (i) procure for
Developer the right to continue using the AdColony Property as set forth
hereunder; (ii) replace or modify the AdColony Property to make it non-
infringing so long as the AdColony Property has substantially equivalent
functionality; or (iii) if options (i) or (ii) are not reasonably practicable,
terminate this Agreement. AdColony shall have no liability or obligation under
this Section with respect to any claim if such claim is caused in whole or in
part by (x) compliance with designs, data, instructions, or specifications
provided by Developer; (y) modification of the AdColony Property by any party
other than AdColony without AdColony’s express consent; or (z) the combination,
operation, or use of the AdColony Property with other applications, portions of
applications, product(s), data or services where the AdColony Property would not
by itself be infringing unless AdColony has required or expressly allowed such
combination, operation, or use. THE INDEMNIFICATION RIGHTS CONTAINED IN THIS
SECTION 11 ARE DEVELOPER’S SOLE REMEDY FOR THIRD PARTY INFRINGEMENT CLAIMS
RELATING TO ADCOLONY’S SDK AND THE ADCOLONY PLATFORM. 12. Limitation of
Liability. EXCEPT WITH RESPECT TO INDEMNIFICATION OBLIGATIONS HEREIN AND
BREACHES OF SECTIONS 2 and 8, NEITHER PARTY SHALL BE LIABLE TO OTHER PARTY FOR
ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES,
INCLUDING LOST BUSINESS, DATA, REVENUE, OR ANTICIPATED PROFITS, WHETHER BASED ON
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR
NOT A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT WITH
RESPECT TO INDEMNIFICATION OBLIGATIONS HEREIN AND BREACHES OF SECTIONS 2 and 8,
IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED
THE TOTAL DEVELOPER PAYMENT PAYABLE TO DEVELOPER UNDER THIS AGREEMENT BY
ADCOLONY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE
CLAIM.

1.  General.

Relationship of the Parties. Each Party shall be and act as an independent
contractor and not as partner, joint venturer, or agent of the other. No party
shall have any right to obligate or bind any other party. Assignment. Neither
party may assign any of its rights or obligations under this Agreement without
the prior written consent of the other party, except in connection with any
merger (by operation of law or otherwise), consolidation, reorganization, change
in control or sale of all or substantially all of its assets related to this
Agreement or similar transaction. Notwithstanding the foregoing, Developer may
not assign this Agreement to a direct competitor of AdColony without AdColony’s
prior written consent. This Agreement inures to the benefit of and shall be
binding on the parties’ permitted assignees, transferees and successors.
Amendments; Waiver. No changes or modifications or waivers are to be made to
this Agreement unless evidenced in writing and signed for and on behalf of both
parties. The failure by either party to insist upon the strict performance of
this Agreement, or to exercise any term hereof, will not act as a waiver of any
right, promise or term, which will continue in full force and effect. Governing
Law; Jurisdiction. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California, without reference to
conflicts of laws principles. The parties agree that the federal and state
courts in Los Angeles County, California will have exclusive jurisdiction and
venue under this Agreement, and the parties hereby agree to submit to such
jurisdiction exclusively. Entire Agreement. This Agreement contains the entire
understanding of the parties regarding its subject matter and supersedes all
other agreements and understandings, whether oral or written.
