These Terms and Conditions (the “Agreement”) are entered into between LeadMint LLC (“adjump”) and you, a developer of applications. If you represent an entity or organization, this Agreement extends to that entity or organization (referred to as “you,” “your,” or “Publisher”).
adjump provides a mobile application marketing advertising network platform (the “adjump Platform”). You can access the adjump Platform through the website located at https://adjump.io and other websites operated by adjump (each an “adjump Website”), or through mobile and online applications provided by and on behalf of adjump (each, an “adjump Application,” and each adjump Website and adjump Application treated as a part of the “adjump Platform” for purposes of this Agreement).
The adjump Platform provides users the ability to access certain software referred to as the adjump SDK, for serving advertisements, interactive features, or advertising content (“Advertisements”) to users (“End Users”) of Publisher’s proprietary mobile application (“Publisher Application”) (collectively, the delivery of Advertisements by adjump through the Publisher Application, and any accompanying functionality or features, in accordance with this Agreement shall be referred to as the “Services”).
You are the owner or licensed operator of the Publisher Application and wish that adjump provides you with Advertisements for the purpose of displaying such Advertisements through the Publisher Application. In return, adjump may provide you with the Payment (as defined below), all subject to and in accordance with the terms and conditions set forth in this Agreement. adjump is willing to provide you with a license to access or use the Services as set forth in this Agreement if you agree to be bound by the terms and conditions of this Agreement.
Please carefully review the terms and conditions of this Agreement. By clicking the “I accept the terms in this agreement” button or by downloading, accessing, installing, or using the Services, you acknowledge that you have read this Agreement and consent to be bound by its terms and conditions. If you do not agree to comply with the terms and conditions of this Agreement, adjump is unable to grant you any rights or licenses to access or use the Services. In such a case, you must refrain from downloading, accessing, installing, or using the Services. This Agreement takes effect on the date of your first download, access, installation, or use of the Services (the “Effective Date”).
Although not a part of this Agreement, to understand how we may process User personal information and Users’ rights with regard to their personal information, please view the adjump Privacy Policy (“Privacy Policy”).
The terms used in this Agreement shall carry the definitions provided herein. If a term is not defined in this Agreement, it shall have its plain English meaning as commonly interpreted in the United States.
adjump reserves the right to make modifications to the adjump Platform or any of its Services at any time, with or without prior notice to you, by making these modifications available through the adjump Platform. Additionally, adjump reserves the right to modify this Agreement at its discretion. adjump will notify you of any changes to this Agreement by posting them on the adjump Platform or providing notice through the adjump Platform. These modifications will take effect immediately upon being posted on the adjump Platform or upon delivery of such notice through the adjump Platform. If you disagree with any such modifications, you have the option to terminate this Agreement, as outlined below. However, you will be deemed to have accepted all modifications by continuing to use the adjump Platform or any Services after notice or posting of the updated Agreement.
To access and use the Services, you may need to create an account (“Account”) on the adjump Platform. adjump reserves the right to approve or deny your request to establish an Account at its sole discretion. If you represent an organization, you may authorize designated employees within your organization to use and access Services through your Account (each such individual is referred to as a “User” of your Account). If you are an individual, you may use and access Services through your Account as the sole User of the Account. Each user identification and password for your Account (each referred to as an “Account ID”) is personal and may only be used by you or, in the case of a User, the individual to whom the Account ID is assigned.
In the process of creating an Account, you will be required to provide certain information about yourself and, if applicable, your organization (“Registration Information”). You agree that: (a) all information you provide will be accurate, complete, and up-to-date; (b) you will promptly update this information to ensure its accuracy, completeness, and currency; and (c) you will not provide any information belonging to another person or organization with the intent to impersonate them. Before sharing any Registration Information of Users associated with your Account on the adjump Platform, you are responsible for obtaining any necessary authorizations required by federal or state law, including those related to the sharing of their personal information.
You bear sole responsibility for all access to and use of your Account, whether authorized or unauthorized, including all Services accessed through your Account. adjump may consider any actions taken through your Account as authorized by you. Compliance with this Agreement is your responsibility, as well as the responsibility of any other Users associated with your Account. You are responsible for maintaining the security and confidentiality of each Account ID and must promptly notify adjump if any Account ID is lost, stolen, or compromised. You acknowledge full responsibility for all costs, fees, liabilities, or damages incurred and material transferred, stored, modified, or shared through the use of each Account ID, whether lawful or unlawful. Any orders placed or transactions completed through your Account will be considered lawfully completed by you. adjump is not liable for the aforementioned obligations or for your failure to fulfill them.
If you represent an organization, the individual who establishes your Account (the “Account Authority”) will have control over your Account. If you are an individual, you will be the Account Authority for your Account unless you designate a different Account Authority as specified below. The Account Authority has full authority over all decisions related to your Account, including (a) adding or removing Users, (b) granting permissions to access your Account, (c) resolving disputes concerning your Account, (d) receiving notices and other communications related to your Account, and any other decisions concerning your Account. Each Account must have only one designated Account Authority at all times. The initial Account Authority should be designated during the initial Account creation request. If an initial Account Authority is not designated, the individual requesting the Account will be considered the initial Account Authority. Changes to the Account Authority can be made: (i) by sending an email to adjump from the registered email address of the current Account Authority; (ii) by providing bona fide written legal notice to adjump from one of your corporate officers; or (iii) as separately directed and acknowledged by adjump. It is your responsibility to designate a new Account Authority when necessary. In the event of a dispute where multiple individuals claim to be the rightful Account Authority, adjump reserves the right, at its sole discretion, to (1) suspend all access to your Account until a new Account Authority is designated to adjump’s satisfaction, or (2) terminate your Account and delete your Registration Information.
Subject to the terms and conditions of this Agreement, adjump grants you a non-exclusive, non-sublicensable, non-transferable, limited license to access and use the Services solely for the purpose of displaying Advertisements on a Publisher Application that is under your control and responsibility. adjump reserves the right, at its sole discretion, to: (1) determine the scope of the Services, including the available Advertisements; and (2) modify, replace, or make any other changes to the Service (or any part thereof), or discontinue the Service. adjump is not obligated to monitor any Advertisements available through the Services. You must display the Advertisements on the Publisher Application in accordance with the terms of this Agreement, including any placement requirements and technical specifications provided by adjump to ensure the proper display of such Advertisements. You are prohibited from adding, modifying, altering, or deleting content, text, or appearance of the Advertisements without prior written approval from adjump.
The adjump Platform allows you to access specific Advertisements through the Services. Your access to and use of these Advertisements may be subject to Additional Terms that you have agreed to with adjump regarding the Advertisements (whether as part of receiving access to the Advertisements or Services or otherwise). If you have not entered into a separate agreement with adjump regarding the Advertisements, you receive a non-exclusive, non-transferable, non-sublicensable, limited license to access and view the Advertisements solely through the Services using the adjump Platform. If you wish to use the Advertisements in a manner not explicitly granted in this Section, you must enter into additional terms with adjump to obtain those rights.
You agree that adjump may: (1) showcase the Publisher Application in various marketing materials and as part of promotional campaigns, including newsletters, case studies, and press releases; and (2) identify you as a user of the Services. To facilitate these activities, you grant us a limited, worldwide, non-sublicensable, non-exclusive license to utilize your trademarks, trade names, and associated logos (“Publisher Marks”) solely for the purpose of conducting the marketing and promotional activities described herein. All rights that are not explicitly granted in this Agreement remain reserved by you. We will not employ the Publisher Marks, either in whole or in part, in any manner that is not expressly permitted under this Agreement or without your prior written consent.
The adjump Platform, Services, and Advertisements may be used and accessed by Publisher solely as expressly stated in this Agreement. All rights, titles, and interests in and to the adjump Platform, Services, and Advertisements, including any modifications, enhancements, improvements, updates, upgrades, or new versions, and all associated intellectual property rights (IPR), are retained by adjump and its third-party providers. The adjump name, logo, and all other names and logos displayed on the adjump Platform, within the Services, or in any Advertisements are the trademarks or service marks of adjump and its advertisers or third-party providers. Except for the rights granted under this Agreement for using the adjump Platform, Services, and Advertisements, no rights or licenses are provided to use such trademarks or service marks without the express written consent of adjump.
The Services may include software owned by third parties (“Third-Party Software”). Your rights concerning Third-Party Software are subject to the terms of any additional third-party licenses provided with the Third-Party Software (“Third-Party Licenses”). Any Third-Party Software not subject to a Third-Party License is governed by the terms of this Agreement, and the owners of such Third-Party Software are considered third-party beneficiaries of this Agreement.
The Publisher Application and Publisher Marks may be used and accessed by adjump solely as expressly stated in this Agreement. Except for the portions owned by adjump as described in Sections 7.1 and 7.2, you and your third-party providers (if any) retain all rights, titles, and interests in and to the Publisher Application and Publisher Marks, including any modifications, enhancements, improvements, updates, upgrades, or new versions, and all associated IPR. All rights not explicitly granted under this Agreement are reserved by you and your third-party providers (if any).
adjump is not obligated to provide you with any Updates to the Services, correct defects or errors in the Services, or offer support or maintenance for the Services. Any Updates provided by adjump will be considered part of the “Services” under this Agreement. Upon receiving such Updates, you must discontinue the use of any prior version of the Software.
For the purposes of this Agreement, “IPR” encompasses all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and all other legal rights protecting data, information, or intangible property globally. This includes copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
You shall not, and shall not permit any third party to:
You acknowledge and agree that the adjump Platform, Services, Advertisements, and all hardware, software, and other technology used to operate the Services (“Technology”) are the property of adjump and contain valuable assets and proprietary information.
Therefore, except as expressly permitted in this Agreement, you shall not, and shall not permit any third party to:
You acknowledge and agree that adjump shall have no obligation to make any Payment to you in the following cases:
adjump may withhold or offset (as adjump deems appropriate, in its sole discretion) the relevant portion of any Payment due to you or any portion of any Payment previously received by you in respect of any matter under subsections (a) and (b) of this Section.
The Payment calculation shall adhere to the Dashboard and will be based on the tracking and reporting conducted by adjump through the adjump Platform, adjusted for any credits or chargebacks communicated to you by adjump. Unless otherwise specified, Payment shall be delivered within 30 days after the end of each calendar month, in U.S. Dollars via electronic funds transfer.
If you wish to dispute the Payment calculation, you shall provide adjump with a written notice (via email to the address specified in the adjump Platform) detailing the reasons for the dispute with as much detail as possible (the “Dispute Notice”), no later than 7 days after the delivery of the relevant calculations to you, whether provided in a report or otherwise. Failure to deliver such Dispute Notice to awithin the applicable timeframe shall deem the calculations accepted and agreed upon by you. After receiving a Dispute Notice, the parties will work together in good faith to resolve any such dispute.
Your Account includes a dashboard where you can access reports regarding impressions, clicks, rates, and your current estimated Payment (the “Dashboard”). You acknowledge and agree that the Dashboard is provided for your convenience only, and adjump is not liable for any unavailability or inaccuracies, temporary or otherwise, in the Dashboard. You also acknowledge and agree that adjump may modify or alter the way the Dashboard reports are generated (the “Reports”), including how Payment is calculated and presented therein, at any time without prior notice to you. It is clarified that the Reports are considered part of adjump’s Confidential Information.
You acknowledge and agree that you are responsible for paying all applicable taxes, including but not limited to value-added taxes, customs fees, import duties, or other taxes and duties imposed by any governmental authority on you with respect to the Payment. Furthermore, you agree to refund adjump any Payment that was paid to you and is subject to chargeback or other fees incurred by adjump following its delivery to you.
You declare and assure that:
adjump actively monitors traffic for fraudulent activities. If fraud is detected, your account may be deactivated pending further investigation. Accounts may be flagged for various reasons, including but not limited to:
If fraudulent activities, such as adding or inflating leads or clicks, are detected, you may forfeit your entire commission for all programs, and your account may be terminated. Failure to take prompt action to stop fraudulent activities, if notified by adjump, may result in you being held responsible for all costs and legal fees arising from these fraudulent activities. adjump also reserves the right to seek reimbursement from you for any Payment made for fraudulent activities.
You shall compensate End Users for clicking on Advertisements or other commercial materials, as specified by adjump, or provide any other incentives or benefits as described in the Advertisements. Failure to reward End Users as specified by adjump shall be considered a breach of this Agreement.
You must comply with all applicable laws, including data privacy and security laws and regulations, regarding the personal information of End Users accessed, collected, used, or shared by you. You shall publish a privacy policy on the Publisher Application that abides by all applicable laws and provides adequate disclosure to End Users about:
adjump may use cookies and pixels as part of the Services for purposes such as performance analysis, detecting technical issues, and improving the Services. adjump shall not be liable for cookies placed by third parties.
adjump will make the adjump Platform available to you, subject to the terms of this Agreement. adjump employs reasonable and appropriate data security measures to maintain the security and confidentiality of data and information associated with your Account. However, adjump cannot guarantee continuous security for data related to you, the Publisher Application, or End Users. adjump shall not be liable for any unauthorized access to or alteration of personal information belonging to you or any other individual in connection with the Account or Publisher Application.
Except as expressly provided in Section 12, the adjump Platform, Services, and Advertisements are provided “AS IS” without any warranty of any kind. To the maximum extent permitted by law, adjump specifically disclaims all other warranties, whether express or implied, oral or written, arising by law or otherwise, concerning this Agreement or the adjump Platform, Services, and Advertisements. This disclaimer includes, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement. adjump does not warrant that the adjump Platform, Services, and Advertisements will be accurate, current, or complete, that they will meet your specific needs or expectations, or that their operation will be error-free or uninterrupted. adjump provides all content as a service to you, and accuracy cannot be guaranteed. adjump also reserves the right, at its sole discretion, to modify certain aspects of the content, including but not limited to watermarking and dimensions.
adjump and its third-party providers shall not be liable for any indirect, consequential, exemplary, punitive, or incidental damages, including, without limitation, lost revenue or profits, lost opportunities, or loss of data or access to data, arising from or related to this Agreement or the adjump Platform, Services, and Advertisements, even if adjump has been advised of the possibility of such damages. adjump’s total cumulative liability arising from or related to this Agreement or the adjump Platform, Services, and Advertisements is limited to $10,000. Certain jurisdictions may not allow the limitation or exclusion of incidental damages, so this limitation may not apply to you. Your use of and access to the adjump Platform, Services, and Advertisements are solely at your own risk.
You shall indemnify, defend, and hold harmless adjump, its third-party providers, subsidiaries, affiliates, subcontractors, and their respective owners, officers, directors, employees, and agents from any and all direct or indirect claims, damages, losses, liabilities, expenses, and costs (including reasonable attorney’s fees) arising from:
adjump will provide you with notice of any such claim or allegation, and adjump reserves the right to participate in the defense of any such claim at its expense.
This Agreement will commence on the Effective Date and will continue indefinitely until terminated as described herein (the “Term”). Either party may terminate this Agreement with five days’ prior written notice for any reason and without liability. adjump may also suspend or discontinue access to the adjump Platform or Services or terminate your Account at any time, with or without notice to you, upon any actual or suspected breach of this Agreement.
Upon expiration or termination of this Agreement, all rights granted to you under this Agreement shall immediately cease, and you shall:
Any Advertisements will not be accessible (and will be forfeited) after the expiration or termination of this Agreement. adjump shall not be liable to you or any person for the termination of this Agreement or the suspension or termination of your Account. adjump shall have no obligation to maintain any information stored in its data centers related to you or your Account or to forward any information to you or any person following the effective date of termination of this Agreement. Following the termination of this Agreement or the suspension of your Account, any information related to your Account may no longer be accessible by you.
Sections 1, 6, 7, 8, 9, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, and 22 shall survive the expiration or termination of this Agreement.
Upon adjump’s request, you shall provide assurances satisfactory to adjump that you are using the adjump Platform, Services, and Advertisements in accordance with the terms of this Agreement. adjump may inspect your records, accounts, and books related to the use of the adjump Platform, Services, and Advertisements to ensure compliance with this Agreement.
The adjump Platform and Services may contain confidential and proprietary information of adjump, which a reasonable person would recognize as confidential or proprietary given the circumstances (“Confidential Information”). You shall not use Confidential Information for any purpose not explicitly permitted under this Agreement and shall only disclose it to your employees and authorized sublicensees who need to know for the purposes of this Agreement, and who are bound by a duty of confidentiality at least as restrictive as your duty hereunder. You shall protect Confidential Information from unauthorized use, access, or disclosure using reasonable care, similar to how you protect your own confidential information.
adjump shall have the right to collect, extract, compile, synthesize, and analyze data or information resulting from your use of the adjump Platform and Services (“Usage Data”). Any Usage Data collected by adjump shall be the sole property of adjump and may be used by adjump for any lawful business purpose without any obligation to account to you.
You acknowledge and agree that due to the unique nature of the adjump Platform and the Confidential Information, there may be no adequate remedy at law for a breach of your obligations under this Agreement. A breach could result in unfair competition with adjump, causing irreparable harm to adjump. Therefore, in the event of any such breach or threat thereof, you will not oppose any attempt by adjump to obtain, in addition to any remedies available at law, an injunction or other appropriate equitable relief, without the need to demonstrate additional irreparable harm. You also agree to support the waiver of any requirement for adjump to post a bond before obtaining such injunction or relief.
Any notices to adjump related to this Agreement shall be in writing and delivered by personal delivery or certified mail (return receipt requested) to the following address and will be deemed effective upon receipt by adjump:
LeadMint LLC
ATTN: Legal Department
All notices to you related to this Agreement shall be delivered by personal delivery, email, facsimile transmission, or certified mail (return receipt requested) to the address associated with your Account, and will be considered given upon personal delivery, 5 days after mailing, or upon acknowledgment of receipt of electronic transmission.
This Agreement includes all its terms and conditions, which are integral to the agreement. Unless expressly modified by Additional Terms, this Agreement constitutes the complete and exclusive understanding and agreement between you and adjump concerning your use of the Services. It supersedes any prior oral or written proposals, agreements, or communications between you and adjump related to the Services. Your acceptance of this Agreement is contingent upon your agreement with the terms and conditions outlined herein. Any additional or conflicting terms presented by you in documents such as a purchase order will not have any legally binding effect on adjump. Modifications to this Agreement can only be made through a binding written instrument signed by both you and adjump.
All waivers under this Agreement must be in writing. Failure to enforce any provision of this Agreement on one occasion will not constitute a waiver of that provision on any other occasion or of any other provision in this Agreement.
If any provision of this Agreement is found to be invalid or unenforceable, it will be amended to the minimum extent necessary to make it valid and enforceable while preserving the intent of the provision. The remaining provisions of this Agreement will remain valid and enforceable and will be liberally construed to fulfill the provisions and intent hereof. The invalidity or unenforceability of any provision in this Agreement in one jurisdiction will not affect its validity or enforceability in any other jurisdiction, nor will it affect its validity or enforceability with respect to any other party.
You may not assign or transfer this Agreement or any of your rights or obligations herein without the prior written consent of adjump. This restriction applies to both assignment by operation of law and by contract, including but not limited to mergers or consolidations. Any attempted assignment or transfer in violation of this provision will be null and void.
The parties are and shall remain independent contractors, and this Agreement does not create an agency, partnership, or joint venture relationship between them. Neither party is an employee or legal representative of the other, and neither party has the authority to create obligations on behalf of the other.
Neither party will be liable for any failure or delay in performance of its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to strikes, shortages, riots, natural disasters, acts of God, war, government actions, or other similar causes.
This Agreement is governed by the laws of the State of Wyoming, USA, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any legal action or proceeding arising from or related to this Agreement must be brought in the federal or state courts located in Wyoming. Each party consents to the jurisdiction and venue of these courts for such actions or proceedings.
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