Terms and Conditions
Please read these terms and conditions (“Agreement”) carefully before using the Online Services offered by Gurutraff Inc. (“Company” or "Gurutraff").
1. GENERAL CONDITIONS
"You” or “Your” - Publisher and/or Advertiser as well as any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency, network or other third party that has access to Your account and/or Your Online Services Data (as defined below), which will also be bound by the terms and conditions of this Agreement.
“Publisher” - A developer or publisher of mobile applications that serves advertisements of Advertiser on own ad space inventory (“Publisher’s App”).
“Advertiser” - means a developer or publisher and/or advertisers that offers advertisements ("Online Service Ads") by virtue of the Online Service to be published on Publisher's ad space inventory.
The Online Services (as defined below) are available only to individuals who are at least 18 years old and to companies that are appropriately licensed and otherwise legally permitted to conduct business. You represent and warrant that (a), if You are an individual, You affirm that You are above eighteen (18) years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in the Agreement, and to abide by and comply with the Agreement, and (b) if You are a company, that You are appropriately licensed and legally permitted to conduct business.
This Agreement and any relevant addendum (collectively “Agreement”) constitutes the entire and only agreement between You and Gurutraff and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Content, products or services, which may include any real-time bidding mechanisms, provided by Gurutraff (the “Online Services” or the "Platform"), and the subject matter of this Agreement.
Gurutraff may modify this Agreement at any time by posting a revised version of this Agreement. Such revised Agreement will become effective on the later of (a) seven (7) days after being posted or (b) the date set forth in the revised Agreement. Participation in or any other use or access of the Gurutraff Online Services on or after the effective date of such revised agreement shall be deemed to constitute acceptance by You of any modified terms. It is Your sole obligation to review the terms and to be aware of any modifications.
2. GURUTRAFF SERVICES
Gurutraff has constructed a Platform that connects Publishers and Advertisers and permits the exchange of advertising between them on the Publishers App via the Online Service ("Online Services App(s)”).
Publishers shall share part of their respective ad space inventory of their Online Services App(s) with other Publishers via the Online Service without direct cost ("Exchanged Ad Inventory").
Gurutraff will provide to Publishers Online Services Ads for display on their Online Services App(s) based upon the criteria selected by Publisher via the protocol and/or user interface provided by Gurutraff for accessing the Online Services. This protocol and/or user interface may be updated by Gurutraff from time to time without prior notice to You (“Online Services Interface”).
If You are an Advertiser, You will provide to Gurutraff Online Services Ads for display on the Online Services Apps.
3. IMPLEMENTATION AND USE OF GURUTRAFF ONLINE SERVICES
Password. You will be assigned a username and password with which You shall be able to access Your account. Your account is for Your personal use only. You are responsible for maintaining the strict confidentiality of Your password, and You shall be responsible for any access to or use of Your account, including any fees, costs, or expenses incurred or accumulated as a result of such use, by You or any person or entity using Your password, whether or not such access or use has been authorized by or on behalf of You, and whether or not such person or entity is Your employee or agent. In the event that the login details are lost or stolen, it is Your obligation to alert Gurutraff in order to block the account and all account activity until new login credentials are created to enter the Platform safely. Gurutraff shall not be liable for any loss or damage arising from any unauthorized use of Your account or any other breach of security pertaining to Your account, including with respect to any of Your details update made through the Your account. If You permit any third party to access Your Online Services account, You agree that You are liable for any such third party usage.
Correct Integration. You will implement the Gurutraff Online Services in a manner that complies with the technical and implementation requirements provided by Gurutraff to You, including those instructions that were provided in writing, on the site and/or contained in the documentation regarding the Online Services Interface. Without limiting the foregoing, You acknowledge and agree to the following
You acknowledge that absent such compliance, Gurutraff may be unable to provide the Online Services to You and the Online Services may operate incorrectly. If You do not properly implement Gurutraff Online Services in a manner that complies with the technical and implementation requirements provided, Gurutraff may charge You a fee of an amount of US$ 0.5 per 1000 ad impressions ("Non Compliance Fee"). Gurutraff reserves itself the right to modify the Non Compliance Fee and/or to add additional fees.
Online Services Obligations. In order for the Online Services to work correctly, You must provide the following information with every ad request: (i) a unique device identifier or other device ID, (ii) App ID, (iii) device type, (iv) language, (v) OS version, (vi) SDK version, (vii) device model, (viii) display type and (ix) country, as well as end user in-app purchase data (“IAP Data”), which may include such data obtained from third party mobile measurement partners. IAP Data may include identifiers for advertising (for example, IDFA on iOS and GAID on Google Play), timestamps, purchase amounts, and bundle and product IDs. In addition, for any video ad request You must provide statistics about videos and video playback required by Gurutraff such as: start/bootup information, cancel, amount played/session length information, memory on device used for our video cache, videos cached on a device and complete view event.
In addition, You or Your selected third-party attribution platform must notify Gurutraff when an application is opened by the user. Advertisers must be pre-approved in writing in order to use third-party attribution data (“Attribution Data”). Attribution Data includes all sessions for the applicable app, as well as attributed installs to Gurutraff. You will be solely responsible for all, without limitation, Online Services ad content, Online Services Ad information, Attribution Data, IAP Data Online Services ad URLs, editorial, text, graphic, audiovisual, and other Content and any other information You enter into the Online Services, whether generated by or for You by a third party (“Online Services Data”). You will obtain Gurutraff’s prior written consent (to include email) for any third party use of the Online Services except for (i) a third party’s use solely to provide analytics information for Your apps and (ii) a bona fide advertising agency’s use. If You permit any third party to access Your Online Services account, You agree that You are liable for any such third party usage. If You permit a third party to provide to Gurutraff post-install data on Your behalf using “Post-Install Tools”, which include post-install analytics, retargeting and newsfeed, You must generate a unique authentication token that must be used in connection with such third party’s provision to Gurutraff of such data, which may include IAP Data. You will not permit access to the third party unless and until it agrees to comply with Gurutraff’s terms and conditions. Any data collected or accessed through the Online Services must be directly accessible by Gurutraff. Your use of an intermediary who has sole direct access to user data arising from the Online Services is prohibited.
Prohibited Use. You will not, and will not allow any third party to: (a) directly or indirectly access, launch and/or activate the Online Services through or from, or otherwise incorporate the Online Services in, any software application, website or other means other than the Online Services App(s), and then only to the extent expressly permitted herein; (b) transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co- branding, timesharing, service bureau or other unauthorized purposes the Online Services or access thereto (including, but not limited to ads, including without limitation Online Services Ads, or any part, copy or derivative thereof); (c) directly or indirectly generate queries, or impressions of or clicks on ads, including without limitation Online Services Ads, through any automated, deceptive, fraudulent or other invalid means (including, but not limited to, click spam, robots, macro Online Services, and Internet agents); (d) encourage or require end users or any other persons, either with or without their knowledge, to click on ads, including without limitation Online Services Ads, through offering incentives or any other methods that are manipulative, deceptive, malicious or fraudulent; (e) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Online Services, Gurutraff's then current protocol for accessing and implementing the Online Services (the “Gurutraff Protocol”), or any other Gurutraff technology, Content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials, and documentation; (f) remove, deface, obscure, or alter Gurutraff's copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of the Online Services, the Gurutraff Protocol, or any other Gurutraff technology, software, materials and documentation; (g) create or attempt to create a substitute or similar service or product through use of or access to any of the Online Services or proprietary information related thereto; or (h) utilize any feature or functionality of the Online Services, or include anything in Online Services Data or Online Services Ads, that could be so utilized, to personally identify and/or personally track individual end users or any other persons.
Fraudulent activity will be understood to include but not be limited to the following examples:
- - Automated clicks made by tools or robots, traffic generated by false accounts,
- - Any form of obscuring the ad visual or impression, or editing tags, sources codes, links, pixels, modules, software,
- - Contributing inventory that does not comply with Gurutraff policies or international code,
- - Activities that violate any applicable law or infringes on the rights of third parties, in particular those related to privacy, intellectual or industrial property,
- - The use of material containing virus, worms, malware, spyware, trojans, spam-ware or other forms of malicious codes that in some way limit or interrupt the normal service of the Platform and/or the display of ads,
- - The use of any method that destroys, disrupts, limits, or negatively affects the normal function of the software of third parties, mobiles, hardware, networks, or communication equipment, or that interferes with the control of the operating system of end-users and their preferences.
- - The use or employment of any malicious, misleading, fraudulent, or inappropriate practices that trick the end-user into performing a certain action.
- - Participating or including in the reports, invoices, or other information and any other materials associated with the collaboration agreement, anything other than impressions generated by real, physical people over the course of the normal use of whatever terminal, including, but not limited to: online navigation, mobiles or other technology or platform, counting impressions generated by robots, or incentivizing the end-user.
Restrictions.You must use the Online Services only for serving advertisements and promotions to Online Services Apps. You may use the Online Services only with free Apps. You may not use the Online Services to serve other Content. You may not serve advertisements that interfere with the correct operation of the userʼs mobile device. You may not use the Online Services with Online Services Apps that: (i) promote or depict illegal activity or violence, (ii) advocate against a particular group , (iii) infringe a third party’s rights, (iv) introduce viruses, spyware, and malware, (v) contain sexually explicit content, (vi) depict illicit drugs and drug paraphernalia, (vii) promote online casinos and gambling, (viii) promote weapons or ammunition, (ix) promote hard alcohol, (x) could harm minors in any way, or (xi) contain any Content that is illegal, promotes illegal activity, misleading, inaccurate, or infringes on the legal rights of others.
Gurutraff reserves the right to remove any Content from the Online Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Gurutraff is concerned that You may have breached the immediately preceding sentence), or for no reason at all. You, not Gurutraff, remain solely responsible for all Content that You upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Online Services, and You warrant that You possess all rights necessary to provide such Content to Company and to grant Company the rights to use such information in connection with the Services and as otherwise provided herein.You are responsible for all of Your activity in connection with the Online Services. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of Your right to access or use the Online Services. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Online Services. Use of the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity, is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or “spam” on the Services, or any processes that run or are activated while You are not logged on to the Services, or that otherwise interfere with the proper working of or place an unreasonable load on the Services’ infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any portion of the Services is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Online Services. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with Your activity in connection with the Services.You understand and agree that Gurutraff shall have the sole right to decide whether You are in violation of any of the restrictions set forth in this Section, and shall have sole discretion regarding the course of action to take in connection therewith i.e the right to delete a contact or user from the system, ban an account.
Each party agrees not to disclose the other party’s Confidential Information without the other partyʼs prior written consent. “Confidential Information” includes without limitation: (a) all software, technology, programming, specifications, materials, guidelines and documentation relating to the Online Services, including the existence and Content of this Agreement and any information provided pursuant to the Agreement; (b) any statistics relating to the performance of the Online Services; (c) any other information designated in writing by either party as “Confidential” or an equivalent designation; and (d) information disclosed under circumstances that a reasonable person should know such information is confidential/proprietary. Confidential Information does not include information that has become publicly known through no breach by the receiving party, or information that has been (i) independently developed without access to the disclosing party’s Confidential Information as evidenced in writing; (ii) rightfully received by the receiving party from a third party; or (iii) required to be disclosed by law or by a governmental authority. Neither party will use the other party’s name and logo in any news release, public announcement, advertisement, or other form of publicity without the prior written consent of the other party (which includes email), except that either party may use the other party’s name and logo on such party’s website and in publicity that announces the parties are working together. In addition, Gurutraff may use any Content used with the Online Services in any form of publicity.
5. DATA USE.
This section will apply to the maximum extent permitted by applicable law. Gurutraff provides the site and the services on an “AS IS” and “as available” basis and grants no warranties of any kind, whether express, implied, statutory or otherwise with respect to the services or the site (including all information contained therein), including any implied warranties of merchantability, fitness for a particular purpose or non-infringement. Gurutraff does not warrant that Your use of the site and the services will be secure, uninterrupted, always available, error-free or will meet Your requirements, or that any defects in the site or the services will be corrected. Gurutraff disclaims liability for, and no warranty is made with respect to, the connectivity and availability of the site or the services. Gurutraff reserves the right, in its sole discretion, to include or cease providing the Online Services at any time, and Gurutraff does not give or enter into any conditions, warranties or other terms with regard to the Online Services.
7. LIMITATION OF LIABILITY
NEITHER PARTY WILL BE LIABLE TO THE OTHER OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE ONLINE SERVICES), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY. IN ANY EVENT, GURUTRAFF’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE NET AMOUNT PAID BY YOU TO GURUTRAFF IN THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
GURUTRAFF DOES NOT REPRESENT OR ENDORSE ANY ADS, LINKS, CONTENT, ADVICE, OPINION, OFFER, PROPOSAL, STATEMENT, DATA OR OTHER INFORMATION FROM ANY THIRD PARTY PRODUCTS/SERVICES (“DISCLAIMED CONTENT”) THAT IS DISPLAYED OR DISTRIBUTED THROUGH ONLINE SERVICES. GURUTRAFF HEREBY DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY DISCLAIMED CONTENT. GURUTRAFF RESERVES THE RIGHT, BUT WILL HAVE NO RESPONSIBILITY, TO EDIT, MODIFY, REFUSE TO POST OR REMOVE ANY DISCLAIMED CONTENT, IN WHOLE OR IN PART, THAT IN GURUTRAFF, IN ITS SOLE AND ABSOLUTE DISCRETION, DEEMS IS OBJECTIONABLE, ERRONEOUS, ILLEGAL, FRAUDULENT OR OTHERWISE IN VIOLATION OF THIS AGREEMENT. YOU WILL BE SOLELY RESPONSIBLE FOR ALL MATTERS RELATED TO YOUR THIRD PARTY ADVERTISERS WHO PROVIDE ADVERTISEMENTS TO YOU IN CONNECTION WITH THE ONLINE SERVICES INCLUDING WITHOUT LIMITATION THE SOLICITATION AND TRAFFICKING OF ONLINE SERVICES ADS, BILLING AND PAYMENT OF ONLINE SERVICES ADVERTISERS, PROVIDING ALL TECHNICAL SUPPORT SERVICES TO ONLINE SERVICES ADVERTISERS, AND HANDLING ALL OTHER INQUIRIES AND DISPUTES OF ANY TYPE OR NATURE.
8. INTELLECTUAL PROPERTY OWNERSHIP
OWNERSHIP. Other than as set out expressly in this Agreement, Gurutraff retains all right, title and interest in and to the Services, the Software and Advertisements created by Gurutraff (“Grurutraff Ads”). You may not copy, modify, distribute, sell, or lease any part of our Services, Gurutraff Ads, or included Software, nor may You reverse engineer or attempt to extract the source code of the Software. You will not remove, obscure, or alter Gurutraff's copyright notice or other proprietary rights notices affixed to or contained within the Services, Software, or documentation. You agree that Gurutraff Ads may be used solely for mobile properties within Gurutraff's network in connection with the Services.
INTELLECTUAL PROPERTY. Gurutraff grants to You a limited, revocable, non-transferable, non-exclusive and non-sublicensable license during the Term to use the Online Services Interface solely for the purpose of transmitting Online Services Requests and other required information and receiving Online Services results sets solely to the extent permitted hereunder. Unless otherwise noted, all text, Content, and documents made available via the site or the Service, including any names, logos, trademarks, service marks, brand identities, characters, trade names, graphics, designs, copyrights, trade dress, or other intellectual property appearing via the site or the Service, and the organization, compilation, look and feel, illustrations, artwork, videos, music, software and other works via the site or the Online Service (the “Content”) are owned by Gurutraff or used with permission or under license from a third party, and are protected under copyright, trademark and other intellectual property and proprietary rights laws. As between Gurutraff and You, all right, title and interest in and to the Content will at all times remain with Gurutraff and all rights not expressly granted herein are reserved to Gurutraff. All brand names, product names, titles, slogans, logos, or service names and other marks used via the site or the Online Service, are registered and/or common law trade names, trademarks or service marks of Gurutraff.
9. REPRESENTATIONS AND WARRANTIES
You agree to defend, hold harmless and indemnify Gurutraff and its affiliated companies, and each of their officers, directors, employees, agents, licensees (collectively, the “Gurutraff Indemnitees”) from and against any and all liabilities, losses, damages, costs and expenses (including reasonable legal fees and expenses) relating to or arising out of or from (a) Your use or inability to use the Online Services; (b) Your violation of any terms of this Agreement or (c) Your violation of any applicable laws, rules or regulations. You further agree, on behalf of yourself and Your permitted successors, and Your and their legal representatives, to the extent permitted by applicable law, not to make any claim, file any complaint, or bring any lawsuit or other action against any Gurutraff Indemnitees arising out of or related to any breach or alleged breach by Gurutraff (or any of its affiliated companies) of any agreement between Gurutraff (or such affiliated company) and a third party, regardless of whether or not You are a third party beneficiary to such agreement.
11. ONLINE SERVICES FEE
Some of the services in the Online Services require payment of fees. Gurutraff reserves the right to change its price list and to institute new charges at any time, upon thirty (30) days’ prior notice to You, which may be sent by email or posted on the site. If You are an Advertiser, You will pre-pay all applicable fees, as described on the site. Fees for video ads will be on a Cost Per Mile (“CPM”) basis. If You are an Advertiser, you must make a minimum bid as listed on the Gurutraff dashboard. Gurutraff utilizes a virtual money (“credits”, “$”) which the Publisher accumulates through the functions of the Gurutraff Online Services. Clients can apply credits to serve ads without direct cost through the medium of Gurutraff Online Services.
The Gurutraff conversion of served advertisement to a virtual money is calculated upon 7 days it was served by Publisher. The conversion shows on the Platform in a transparent and automatic manner, disappearing after the moment of consumption. Gurutraff reserves the right to update and modify the conversion formula and allocation of a virtual money in the Platform, following notification within the Platform 30 days before the changes take effect.
This Agreement will be effective as of the date Gurutraff activates Your Online Services account and will continue until terminated as provided in this Agreement (the “Online Services Term”). You may terminate this Agreement, with or without cause, at any time by sending written notice of Your desire to cancel Your participation in the Online Services to firstname.lastname@example.org. This Agreement will be deemed terminated within ten (10) business days of Gurutraff receipt of Your notice. If You violate this Agreement, Gurutraff may in its sole discretion, without notice, terminate this Agreement, or suspend or terminate the participation of Your Online Services App in all or part of the Online Services. In addition, Gurutraff may terminate this Agreement, or suspend or terminate the participation of Your Online Services App in all or part of the Online Services, with or without cause, upon thirty (30) days’ prior notice. Your obligation to pay any fees (or other payment) pursuant to this Agreement in connection with services provided to You pursuant hereto, shall survive the termination of this Agreement and its provisions shall continue to remain in force with respect to such obligations.
14. ARBITRATION- GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its rules regarding conflict of laws. The competent courts located in the Tel Aviv district shall have exclusive jurisdiction with respect to any claims or disputes arising out of or concerning this Agreement. Neither partyʼs waiver of any default is a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the partiesʼ intention, and remaining provisions of the Agreement will remain in full effect.
Gurutraff 's failure to enforce any provision of the Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
Gurutraff and You are not legal partners or agents, but are independent contractors.
This Agreement shall be executed in the English language. If there is any discrepancy between the provisions of the English and another other language version of this Agreement, the provisions of the English version shall prevail and be used in interpreting this Agreement in all cases, and the provisions of any other language version shall not affect the interpretation of this Agreement.