---
key: adcolony-tos-2022
short_name: AdColony TOS for Publishers 2022
name: AdColony Terms of Service for Publishers 2022
category: Proprietary Free
owner: AdColony
homepage_url: https://support.adcolony.com/helpdesk/terms-of-service-for-publishers/
spdx_license_key: LicenseRef-scancode-adcolony-tos-2022
ignorable_urls:
    - http://www.aboutads.info/principles
    - https://www.adcolony.com/privacy-policy/
ignorable_emails:
    - support@adcolony.com
---

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

    1. “Advertisers” means third-party advertisers.

    2. “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.

    3. “I/O” means a fully executed insertion order containing advertising
    campaign details for user acquisitions and campaigns run by Developer on
    AdColony’s Platform.

    4. “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.
    
    5. “AdColony Platform” means AdColony’s advertising system or network, which
    supports advertisement insertion within mobile applications, and related
    advertisement reporting tools.
    
    6. “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.
    
    7. “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.
    
    8. “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

    1. 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.

    2. 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.

    3. 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.

    4. Advertising via The AdColony Platform

        1. 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.

        2. 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.

        3. 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.


    4. 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).

    5. Data & Privacy

        1. 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.
    
        2. 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.

    6. Developer Payments

        1. 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.

        2. 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.

        3. 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

        1. Term. This Agreement is effective until terminated in accordance with
        this Agreement.

        2. 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.

        3. 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.

        4. 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.

    9. 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.

    10. 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.

    11. Indemnification.

        1. 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.

        2. 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.

    13. General.

        1. 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.

        2. 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.

        3. 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.

        4. 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.

        5. 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.