Adtile is a mobile website and app ad serving and tracking platform (“the Services”) that is owned and operated by Adtile Technologies, Inc. (“Adtile”), and includes the www.adtile.me website. Additionally, Adtile provides software development kits (“the Adtile SDK”) for different mobile operating systems and the web that allow You to generate data processed by the Services, as well as Application Programming Interface adaptors (“the Adtile API adaptors”) to interface with any advertising network, including but not limited to the the Adtile White ad service, and related documentation, software, and other materials (collectively referred to as “the Materials”). The following Terms of Service (“Terms”) govern Your access to and use of the Services and the Materials. Further access to and use of the Services and Materials are conditioned upon acceptance of the Terms, and You agree to be bound by these terms by accessing or using the Services or the Materials. You and Adtile will be collectively referred as the “Parties,” or individually as a “Party” or “one of the Parties” as appropriate.
These Terms of Service may be updated from time to time, and applies to Your access to and use of the Services and Materials on and after the date that this Terms of Service is posted. You should check the date of the Terms of Service and review any changes since the last version.
You shall keep confidential the Adtile’s confidential information that is disclosed as part of providing the Services to you, which includes any commercial, financial, marketing, and/or technical information in written, electronic, or any other form or medium, which is marked “confidential” or “secret,” or is, by its nature, clearly confidential. The obligations of confidentiality hereunder shall not prevent the disclosure of information which is in, or has become part of the public domain other than by breach of the Terms of Service, becomes available to the You in a lawful manner from a third party, can be proven was independently developed by or for You, or is required to be disclosed by law.
Adtile grants You a limited, revocable, non-sublicensable, non-exclusive license to access the Services for Your own internal business purposes as they relate to tracking the performance of ad networks that You engage and for no other purpose whatsoever, and to the use of the Materials for the purpose of enabling You to receive the benefit of the Services.
a) In order to access some features of the Services, You will need to create an account. You may never use another user’s account without the account holder’s permission. When creating Your account, You must provide accurate and complete information. You are solely responsible for all activity that occurs on Your account.
b) You are responsible for safeguarding the password that You use to access the Services and for any activities that occur under Your account.
c) You are responsible for ensuring that You have appropriate protection for Your computers and any systems that You use to access the Services or Materials. Adtile is not responsible for any computer viruses, worms, software bugs, or like items that affect Your computers, computer systems, software, infrastructure or data as a result of Your access of the Services or use of the Materials.
d) You acknowledge and agree that (i) nothing herein guarantees that the Services will be free from interruption or errors, (ii) there will be periods when the Services are unavailable and cannot be accessed.
a) By using the Services, You agree to comply with each of the following conditions:
i) You will not post or transmit any material that violates or infringes the rights of any other party, including, without limitation, rights of privacy, rights of publicity, copyright, trademark, or other intellectual property rights.
ii) You will not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Services or the Materials other than the source code in the Adtile SDK that has been explicitly provided to you and licensed to you under these Terms.
iii) You will not post or transmit any software or computer files that contains malware, computer viruses, worms, Trojan horses, rootkits, spyware, adware, and other malicious and unrequested software, computer code, or file, or obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services.
iv) You will not access, tamper with, or use non-public areas of the Services, Adtile’s computer systems, or the technical delivery systems of Adtile’s providers.
v) You will not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures.
vi) You will not access or search or attempt to access or search the Services by any means other than through our currently available interfaces.
vii) You will not forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false-source identifying information.
viii) You will not distribute the Adtile Materials to any third party, or assist or attempt to assist any third parties in obtaining access to the Services or the Materials.
b) Failure to comply with these conditions may lead to You being immediately and permanently banned from the Services.
You retain all rights, title and interest in and to all of Your data and shall have the sole responsibility for the legality, reliability, integrity, accuracy, and qualify of Your data. You grant to Adtile a worldwide, non-exclusive, royalty-free license, with the right to sublicense, to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such data in any and all media distribution methods whether known or later developed for any purpose connected with the provision and operation by Adtile of the Services (including the provision of the Services to third parties).
a) All right, title and interest in and to the Services and the Materials are and will remain the exclusive property of Adtile. The Services and Materials are protected by copyright, trademark, patent, and other laws of both the United States and foreign countries. Nothing in the Terms gives You a right to use the Adtile name, or any of the Adtile trademarks, logos, domain names, and other distinctive brand features.
b) Any feedback, comments, or suggestions You may provide regarding the Services or the Materials to Adtile is entirely voluntary and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to You.
c) The Services and the Materials that Adtile provides are always evolving and the form and nature of the Services and Materials may change from time to time without prior notice to You. In addition, Adtile may stop, either permanently or temporarily, providing the Services or the Materials, or any particular feature of the Services to You or to users generally and may not be able to provide You with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to You.
7) NO WARRANTIES. ADTILE MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. Your access to and use of the Services and Materials is at Your own risk. You understand and agree that the Services is provided to You on an “AS IS” and “AS AVAILABLE” basis. Adtile makes no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security, or reliability of the Services or Materials.
8) LIMITATION OF DAMAGES. If You are dissatisfied with the Services, Materials or these Terms, Your sole and exclusive remedy is to discontinue using the Services or Materials. You understand and agree that Adtile shall not be responsible or liable for any loss or damage resulting from Your use of the Services or Materials. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ADTILE BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, DATA, USE, GOOD-WILL, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH CLAIM IS BASED ON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, AS A RESULT OF (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES OR MATERIALS; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS, or (iv) A BREACH OF ANY WARRANTY OR ANY OTHER TERM OF THESE TERMS, REGARDLESS OF WHETHER ADTILE WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH STATES: 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.
9) TERMINATION. These Terms are effective until terminated by either one of the Parties at any time with written notice to the other. In addition, these Terms and the licenses and permissions contained herein shall terminate automatically if You breach of the terms or conditions contained in these Terms. Notwithstanding the foregoing, Sections 2, 8 and 10, as well as any other provision which expressly or by implication is intended to come into effect on, or to continue in effect after such termination, shall survive any termination of these Terms. You agree that upon termination, Adtile has the right to delete or deactivate Your account, block Your email or IP address, or otherwise terminate Your access to or use of the Services and Materials immediately and without notice, and remove and discard any data stored within the Services, for any reason. You agree not to attempt further use of the Services and Materials upon termination.
10) INDEMNITY. You agree to defend, indemnify and hold Adtile, its parents, subsidiaries, affiliates, shareholders, licensors, customers, officers, and employees harmless from and against any and all damages, liability, loss, and claims, including attorney’s fees, resulting from Your use of the Services or Materials or any breach of Your obligations under these Terms.
a) Exclusions. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to You.
b) Assignment. You may not assign the benefit of or obligations under these Terms to any third party without the prior written consent of Adtile, which may be delayed or withheld in its discretion. Adtile reserves the right to freely assign any of its rights or obligations under these Terms.
c) Dispute Resolution. These Terms shall be deemed to be executed and to be performed in the State of California, and shall be exclusively governed by, construed and interpreted in accordance with the laws of the State of California as to all matters, including but not limited to matters of validity, construction, effect and performance, excluding choice of law principles of such State which would require application of the laws of another jurisdiction. In the event of any controversy, claim or dispute between You and Adtile arising out of or relating to these Terms, such controversy, claim or dispute shall be tried exclusively in the courts of the State of California or in the United States Federal District Court for the Central District of California, located in the County of Riverside, as either party may elect. Both parties hereby waives any defense of lack of in personam jurisdiction, improper venue and forum non conveniens, and agrees that service of process of such court may be made upon each of them by personal delivery or by mailing certified or registered mail, return receipt requested, to the other at the address indicated herein or as otherwise agreed to. The parties hereby submit to the jurisdiction of the court so selected, to the exclusion of any other courts which may have had jurisdiction apart from this paragraph. If any action or proceeding is brought to enforce the terms of these Terms, the prevailing party in such action or proceeding shall be entitled to recover its costs and reasonable attorneys’ fees incurred whether or not suit is prosecuted to judgment.
d) Non Waiver. The failure of Adtile to enforce any right or provision of these Terms will not be deemed to be a waiver of such right or provision.
e) Severability. If any provision of this agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
f) Amendments. Unless Adtile make a change for legal or administrative reasons, or to correct an inaccurate statement, we will provide You with seven (7) days notice and an opportunity to comment on changes to these Terms. Your continued use of the Services or Materials following changes to our terms constitutes Your acceptance of our amended terms.
g) Force Majeure: Neither You nor Adtile shall be responsible for any delay or failure in performance of any part hereunder to the extent that such delay is caused by reason of acts of God, wars, revolution, civil unrest, embargoes, acts of government, or any other circumstances beyond the reasonable control of the delayed party. Adtile shall not be responsible for any failure to perform its obligations hereunder where such failure results from any cause beyond Adtile’s reasonable control.
h) Entire Understanding. These Terms set forth the entire understanding and agreement between You and Adtile with respect to the subject matter contained herein, and supersedes any prior written or oral agreements or understandings.
Last updated: November 4, 2013