Terms & Conditions

1. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used elsewhere in these Terms and not otherwise defined shall have the meanings assigned herein:

2. Purpose and Services

This Agreement governs the Customer's subscription to and use of the Platform, which is a multi-channel advertising campaign management solution designed to enable advertisers to plan, execute, manage, and measure campaigns across multiple third-party advertising networks. The Platform consists of a unified dashboard for campaign management, AI-powered creative generation tools, optimization and performance recommendation features, cross-platform attribution enabled through the InMobi Pixel, and robust reporting and analytics capabilities. In addition to granting access to the Platform, InMobi will provide related services, which include but are not limited to hosting, technical support, campaign optimization, event tracking, reporting, ongoing maintenance of the Platform, integration with third-party APIs, monitoring of security systems, and the continued enhancement of Platform features.

3. License Grant and Restrictions

Subject to the Customer's strict compliance with this Agreement, InMobi grants the Customer a limited, non-exclusive, non-transferable, and revocable license to access and use the Platform during the Term, solely for the Customer's internal business purposes and exclusively for the management of advertising campaigns. This license does not convey any right to sublicense, sell, resell, lease, rent, or otherwise commercially exploit the Platform or any of its components. The Customer is expressly prohibited from copying, reproducing, distributing, modifying, reverse engineering, decompiling, disassembling, or attempting to derive the source code of the Platform. Furthermore, the Customer shall not interfere with, compromise, or attempt to circumvent the security, availability, or integrity of the Platform or its infrastructure, nor shall the Customer use the Platform in a manner that infringes intellectual property rights, violates applicable laws, or breaches the terms of service of third-party platforms with which the Platform integrates. The Customer shall not introduce viruses, malware, or any harmful code into the Platform. Any use of the Platform beyond the licensed scope or in contravention of the foregoing restrictions shall constitute a material breach of this Agreement.

4. Customer Responsibilities

The Customer shall provide accurate, current, and complete registration information at the time of onboarding and throughout the Term, and shall designate authorized users who are permitted to access and use the Platform in compliance with this Agreement. The Customer is responsible for safeguarding all login credentials associated with its Account and for preventing unauthorized access or use. Where the Customer elects to implement the InMobi Pixel, such implementation must be carried out strictly in accordance with InMobi's documentation and technical guidelines. The Customer shall be solely responsible for ensuring that all legally required disclosures are made to end-users and that all necessary consents are validly obtained prior to deploying the Pixel or otherwise collecting Personal Data through the Platform. The Customer further undertakes that all User Inputs, advertising materials, and campaign content will be lawful, will not infringe the intellectual property or other rights of third parties, and will comply with all applicable laws and industry standards. The Customer shall implement and maintain commercially reasonable organizational and technical safeguards for any of its own systems that interface with the Platform. The Customer acknowledges and agrees that it shall be fully liable for any misuse of the Platform by its employees, agents, contractors, or other parties acting on its behalf.

5. Representations and Warranties

(a) The Customer represents and warrants that it is duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation, with full power and authority to enter into and perform its obligations under this Agreement. The Customer further represents and warrants that execution and performance of this Agreement will not conflict with or breach any other contract, obligation, or applicable law. The Customer warrants that its advertisements, creatives, and campaigns will not contain illegal, obscene, defamatory, hateful, infringing, or otherwise unlawful content, and that it has obtained all necessary third-party rights, consents, and authorizations for lawful use of Customer Data, User Inputs, and campaign materials. The Customer additionally warrants that it shall comply with all applicable laws and regulations, including those relating to data privacy, consumer protection, advertising, anti-bribery, and export control.

(b) InMobi represents and warrants that it will provide the Platform and related services in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PLATFORM AND RELATED SERVICES ARE PROVIDED "AS IS." INMOBI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

6. Fees and Payment Terms

The fees applicable to the Customer's use of the Platform shall be specified in the relevant Order Form, subscription plan, or pricing schedule. All fees are exclusive of applicable taxes, which shall be borne solely by the Customer. Unless otherwise expressly provided in writing, all invoices issued by InMobi shall be payable within thirty (30) days of the date of invoice. Fees paid by the Customer are non-refundable except where such refund is required under applicable law. InMobi reserves the right to suspend or terminate the Customer's access to the Platform in the event of non-payment of undisputed amounts by the applicable due date. Interest shall accrue on all overdue amounts at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower, calculated from the due date until payment is received in full.

7. Data Collection and Use

(a) The Customer acknowledges and agrees that InMobi may collect, retain, store, back up, transfer, and use information and data relating to the Customer's usage of the Platform ("Data") in order to provide, maintain, and improve the Platform and related services. For clarity, InMobi does not require the Customer to provide Personal Data in order to use the Platform; however, the Customer may, at its sole discretion, upload Personal Data or authorize its collection via the Platform, including through Pixel integrations. In such cases, the Customer remains solely responsible for ensuring that it has obtained all necessary rights and lawful bases to collect, process, transfer, or upload such Personal Data.

(b) InMobi may use Data to monitor service usage, calculate applicable fees, analyze performance coverage, and ensure compliance with contractual obligations. In addition, InMobi may use Data in aggregated, anonymized, and non-attributable form for purposes of improving the operation, efficiency, and functionality of the Platform, for research and development, and for generating industry-level insights. The Customer and its users agree and acknowledge that opting out of certain types of Data collection or processing may adversely affect functionality or restrict the Customer's use of certain features of the Platform.

(c) The Customer shall be responsible for obtaining any necessary consents from end-users or other data subjects for the collection and use of Data as described herein, and shall ensure compliance with applicable data protection laws when transferring Data across jurisdictions, including transfers into or out of the United States, the European Economic Area, Singapore, India, or any other relevant jurisdiction. InMobi reserves the right to establish or amend general practices and limits relating to the storage or retention of Data, and may periodically delete or anonymize Data where permitted by law and consistent with its internal policies.

8. Data Protection

(a) InMobi and the Customer agree that each will comply with all data protection laws which apply to such party in connection with this Agreement. InMobi shall process Personal Data in accordance with its Privacy Policy and Cookie Policy, as updated from time to time and made available at InMobi Accelerate Privacy Policy and InMobi Accelerate Cookie Policy. Any exchange of Personal Data between Customer and InMobi shall be governed by Data Processing Terms located at Data Protection Terms. The Customer is solely responsible for ensuring that all required disclosures are provided to end-users and that valid consents are obtained for the collection and processing of Personal Data, particularly in connection with the use of the InMobi Pixel or other tracking technologies.

(b) The Parties further agree that each shall determine its respective status under applicable data protection laws based on: (i) the nature and extent of its own access to, collection of, and/or processing activities in relation to the Personal Data; and (ii) the jurisdiction(s) in which the relevant Data Subjects are located. The classification of the Parties' roles (including whether as controller, processor, joint controller, or otherwise) shall at all times remain subject to any contrary determination by a competent Supervisory Authority, and, in such circumstances, the determination of such Supervisory Authority shall take precedence and govern.

9. AI Creative Inputs and Outputs

The Platform enables the Customer to submit prompts, text, images, or other creative materials for the purpose of generating advertising creatives or campaign recommendations through artificial intelligence functionality. The terms governing the Customer's use of such AI-based Creative Services are set out in Annexure A.

10. Pixel Integration

As part of the Platform's attribution, measurement, and optimization functionalities, InMobi may provide a proprietary tracking pixel, tag, or similar code for implementation on the Customer's digital properties, including but not limited to its websites, mobile applications, or other owned digital assets. The Customer's use of such Pixel Integration Services shall be governed by the terms set forth in Annexure B.

11. Confidentiality

(a) Each Party undertakes to treat as confidential all non-public information, data, or materials disclosed by the other Party in connection with this Agreement and to use such Confidential Information solely for the purpose of performing obligations hereunder. Confidential Information shall not include information that is (i) publicly available without breach of this Agreement; (ii) independently developed without reliance upon the other Party's Confidential Information; or (iii) lawfully obtained from a third party without restriction.

(b) Each Party shall implement reasonable safeguards to protect the confidentiality of the other Party's information and shall not disclose Confidential Information to any third party without the disclosing Party's prior written consent, except to employees, agents, or contractors who have a legitimate need to know and are bound by confidentiality obligations no less restrictive than those set forth herein. Confidential Information shall be returned or destroyed promptly upon request or termination of this Agreement. Disclosure may occur where required by law, subpoena, or court order, provided the receiving Party gives prompt notice to the disclosing Party to enable it to seek protective measures. The obligations of confidentiality shall survive for a period of two (2) years following termination or expiration of this Agreement.

12. Intellectual Property Rights

(a) InMobi retains all right, title, and interest in and to the Platform, including all software, technology, algorithms, APIs, dashboards, documentation, content, designs, and any enhancements or modifications thereto, together with all related Intellectual Property Rights. No ownership interest or rights are granted to the Customer other than the limited license expressly provided under this Agreement.

(b) The Customer retains ownership of its own advertising materials, campaign content, and User Inputs. To the extent necessary for InMobi to provide the Platform and related services, the Customer grants InMobi a worldwide, royalty-free, non-exclusive license to host, process, display, and transmit Customer Data and User Inputs. The Customer shall not assert or attempt to claim any rights in the Platform or any InMobi Intellectual Property, and shall not take any action that would prejudice or impair the validity or enforceability of InMobi's Intellectual Property Rights.

13. Third-Party Platforms and Integrations

The Platform interoperates with and depends on third-party advertising networks, publishers, and related services through APIs and other integrations ("Third-Party Platforms"). The Customer acknowledges that access to and use of such Third-Party Platforms is governed by their respective terms of service, policies, and practices, and that InMobi does not control and assumes no responsibility for the performance, availability, or compliance of such Third-Party Platforms. Any breach of the terms of a Third-Party Platform by the Customer may result in suspension or termination of access to that Third-Party Platform and may also affect the Customer's ability to use the Platform. To the extent the Platform contains links to external websites or services operated by third parties ("Third-Party Websites"), the Customer acknowledges that InMobi provides such links solely for convenience and does not endorse, warrant, or assume liability for the content, security, or practices of such Third-Party Websites. All use of Third-Party Platforms or Third-Party Websites is at the Customer's sole risk and discretion.

14. Indemnification

The Customer shall indemnify, defend, and hold harmless InMobi, its parent, subsidiaries, affiliates, licensors, service providers, and its and their respective officers, directors, employees, contractors, and agents from and against any and all claims, actions, demands, proceedings, losses, liabilities, damages, fines, penalties, costs, and expenses, including reasonable legal and attorneys' fees, arising out of or in connection with (i) the Customer's breach of this Agreement, including representations and warranties, confidentiality obligations, and data protection requirements; (ii) infringement or alleged infringement of any third-party intellectual property rights, privacy rights, or other proprietary rights by Customer Data, User Inputs, or advertising content; (iii) any fraudulent, unlawful, or negligent act or omission by the Customer or its representatives; (iv) the Customer's violation of applicable laws, regulations, or third-party platform policies; or (v) unauthorized access to or misuse of the Platform through the Customer's account.

15. Term and Termination

(a) This Agreement shall commence on the Effective Date and shall remain in full force and effect until terminated in accordance with this section.

(b) InMobi may terminate this Agreement for convenience upon providing fifteen (15) days' prior written notice to the Customer.

(c) Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within seven (7) days after receipt of written notice specifying the breach. In addition, InMobi may immediately suspend or terminate the Customer's access to the Platform if the Customer uses the Platform in an unlawful manner, fails to pay undisputed amounts when due, misuses the InMobi Pixel, or otherwise jeopardizes the security, integrity, or reputation of the Platform. Either Party may also terminate this Agreement upon the insolvency, bankruptcy, liquidation, or assignment for the benefit of creditors of the other Party, or if proceedings are instituted against such Party and are not dismissed within sixty (60) days.

(d) Upon termination, all rights granted to the Customer under this Agreement shall immediately cease, and the Customer shall discontinue all use of the Platform. Termination shall not relieve either Party of obligations accrued prior to termination, including payment obligations and indemnity obligations.

16. Limitation of Liability

(a) To the fullest extent permitted by law, in no event shall InMobi or its service providers involved in the creation, production, or delivery of the Platform be liable to the Customer or any third party for any indirect, incidental, consequential, exemplary, special, or punitive damages, including but not limited to loss of profits, revenues, data, goodwill, or business opportunities, service interruption, computer damage, or the cost of substitute services, arising out of or in connection with this Agreement or the use of or inability to use the Platform, whether based on contract, tort, negligence, strict liability, or any other legal theory, even if InMobi has been advised of the possibility of such damages.

(b) Notwithstanding anything to the contrary, InMobi's total aggregate liability under this Agreement, whether arising in contract, tort, or otherwise, shall not exceed United States Dollars Two Hundred and Fifty. The foregoing limitations shall not apply to liability arising from gross negligence, willful misconduct or fraud.

17. Warranty Disclaimer

The Platform is provided "as is" and "as available," without warranty of any kind. Without limiting the foregoing, InMobi expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, and non-infringement, as well as any warranties arising from course of dealing, usage, or trade. InMobi does not warrant that the Platform or any of its components will be uninterrupted, secure, error-free, free from latency, or free from defects, or that it will meet the Customer's specific requirements, expectations, or compliance needs. The Customer acknowledges that it uses the Platform at its own risk, and that InMobi does not guarantee campaign performance, outcomes, or results. Some jurisdictions do not permit the exclusion of certain warranties, so certain disclaimers may not apply to the Customer in full.

18. Notices

All notices, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given (i) upon personal delivery; (ii) on the date of transmission if sent by email with confirmation of receipt, provided that such email contains the subject line "CONTRACTUAL NOTICE"; or (iii) three (3) business days after being deposited in the mail, postage prepaid, by certified or registered mail. Notices to InMobi shall be addressed to:

Notices to the Customer shall be sent to the contact information specified in the applicable Order Form or associated with the Customer's Account. InMobi may also provide general notices regarding the Platform by posting them within the Platform interface or on its website, which shall be deemed effective upon posting.

19. General Provisions

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, or representations, whether written or oral. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. If any provision of this Agreement is held invalid or unenforceable under applicable law, such provision shall be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. Neither Party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil disturbances, epidemics, labor disputes, power failures, cyberattacks, or governmental actions ("Force Majeure Event"). If a Force Majeure Event continues for more than fifteen (15) days, the non-affected Party may terminate this Agreement without liability by providing written notice. InMobi reserves the right to amend or modify this Agreement. Continued use of the Platform after the effective date of such amendments shall constitute acceptance. If the Customer objects to any amendment, it may terminate this Agreement upon written notice during such thirty (30) day period.

20. Governing Law and Compliance with Laws

(a) This Agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to conflict of law principles. The Parties irrevocably submit to the exclusive jurisdiction of the courts of Singapore for the resolution of any dispute, claim, or controversy arising out of or relating to this Agreement, including non-contractual disputes or claims, unless otherwise agreed in writing between the Parties.

(b) Each Party shall comply with all applicable laws and regulations in the performance of this Agreement, including but not limited to data protection laws, export control regulations, sanctions regimes, and anti-bribery and anti-corruption laws such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and the Indian Prevention of Corruption Act. The Customer represents that it has implemented appropriate internal controls to prevent bribery, corruption, or other unlawful practices, and shall promptly notify InMobi upon becoming aware of any violation of such laws. InMobi may terminate this Agreement immediately upon notice if the Customer is found to have violated applicable trade, export, or anti-bribery laws, without liability or prejudice to any other remedies available under contract or law.