TopOn Service Agreement
Updated February 11, 2025
All of the following content applies to all registrations on the TopOn platform to use the TopOn ad mediation service (hereinafter referred to as "TopOn Ad Mediation Service") and (or) TopOn ADX real-time trading platform services (hereinafter referred to as "TopOn ADX Services") and other related services provided by TopOn (hereinafter collectively referred to as "TopOn Services") natural or legal persons.
In this Agreement, unless otherwise stated, Ascent Pro Technology Limited and TOPON PTE. LTD shall be collectivly referred to as "TopOn". If you handle and sign this Agreement on behalf of the company, you should ensure that you have obtained the legal and valid authorization of the company. In this Agreement, TopOn and the Partner are respectively referred to as "a party" and collectively referred to as "both parties" or "the parties".
This Agreement stipulates that TopOn cooperates with you (hereinafter also referred to as "Partner") on the services provided by TopOn.
Please read the following carefully, and pay special attention to the definitions of terms; if you do not fully understand and agree to all the terms of this Agreement, you may not register on the TopOn platform or use TopOn's Services in any form. By clicking "I agree" to the TopOn Service Agreement including this online agreement and using TopOn's Services and registering on the TopOn platform or you use/continue to use this service, it means that you have read, understood and accepted this Agreement constraints. Your successful registration and click to agree will generate relevant data messages on the TopOn platform, constituting a legal and valid electronic signature.
If you signed an agreement related to TopOn Services (hereinafter referred to as "Offline Agreement") with TopOn before or after signing and accepting this Agreement and the offline agreement is still valid, if there is a conflict between the Offline Agreement and this Agreement where the content is not covered by the Offline Agreement, this Agreement shall prevail.
TopOn reserves the right to unilaterally change, modify, add or delete any part of this Agreement at any time. Changes to relevant content will take effect from the date of publication on TopOn's official website, and Partners should log in regularly The site to view. When using the TopOn service, the Partner should check and understand the revised content in a timely manner, and consciously abide by the latest terms. The Partner's continuous use of the TopOn service is deemed to have read, understood, accepted and agreed to all modifications. In the event of a dispute, the latest terms shall prevail. If the Partner does not agree to the modification, the Partner shall immediately stop using the service.
this Agreement is signed and becomes effective on the day when the Partner successfully clicks to agree on the TopOn platform. Unless both parties terminate this Agreement in the manner stipulated in this Agreement, this Agreement shall continue to be effective.
1.1 Advertisement refers to any material provided by TopOn and delivered to users to promote the advertiser's products, services or brands.
1.2 Advertisement Style refers to the various forms that TopOn uses to display advertisements, including but not limited to banners, native advertisements, videos, interstitials, etc.
1.3 Advertisement Space refers to various positions and timings where advertisements are displayed.
1.4 You/Media/Developer refers to a legal person or other organization that has successfully registered an account on the TopOn platform, has the corresponding qualifications and capabilities required to provide services using the TopOn platform, and owns and/or operates products such as mobile applications and websites.
1.5 Developer Products refer to the mobile applications legally owned and/or operated and/or operated by you and recognized by the TopOn platform and/or any mobile applications added by Partners through other technologies of TopOn and the above-mentioned mobile applications All Derivative Works.
1.6 Advertiser refer to a) the customer, advertising platform and/or advertising alliance acquired by TopOn for Partner through the TopOn platform, or b) TopOn itself, when they want to promote their own products/services or promote third-party legitimate products through cooperative products When authorizing the promoted product/service.
1.6 TopOn Ad Mediation Service refers to the one-stop advertising ad mediation tool provided by TopOn, which can provide you with fast, convenient and lightweight SDK, global high-quality advertising resource allocation, industry-leading advertising styles, stable global deployment support and other services.
1.7 TopOn ADX Service refers to the TopOn ADX advertising transaction platform, a technical service system independently developed and operated by TopOn, which provides Partners with online advertising resource demand side access, online advertising resource transactions, transaction-based online advertising delivery, and advertising information maintenance , effect monitoring and financial settlement and other technical services.
1.8 SSP refers to a platform that connects with the TopOn ADX platform and provides advertising space and other media release resources to the TopOn ADX platform. SSP can collect a certain amount of media release resources through its own service products, and integrate its self-developed product system with TopOn ADX The platform docking enables the promotion information of Party A's advertisers to be released and displayed on Party B's SSP advertising space and other media publishing resources through Party A's ADX platform. Under this Agreement, if you actually use the TopOn ADX service for traffic monetization, your legal status is equivalent to that of SSP.
1.9 DSP refers to the traffic demand-side platform docked with the TopOn ADX platform. The DSP platform collects a certain number of customers through its own service products, and connects its self-developed DSP platform with the TopOnADX platform to realize the promotion information/advertisement of DSP platform customers Self-publishing and management of the TopOn ADX platform. DSP platform customers refer to companies or other economic organizations introduced by the DSP platform, including advertisers or their agents that have a direct contract relationship with TopOn, or third-party advertising demand-side platforms, media-side platforms or advertising information exchange platforms that cooperate with TopOn. Hereinafter referred to as "Customer".
1.10 End User refers to an individual viewing an advertisement within a Product, excluding robots, macro programs, internet proxies, simulators and other automated tools that simulate the behavior of natural persons.
1.11 Affiliated Company refers to a company that directly or indirectly controls or is directly or indirectly controlled by a party, or is directly or indirectly controlled by a party. "Control" in this subsection means directly or indirectly owning an aggregate of 50% or more of the voting capital.
1.12 Platform rules refers to the platform rules that you should abide by when using TopOn services, including but not limited to TopOn ad mediation platform advertising implementation business regulations, TopOnSDK developer use compliance regulations and other policies and rules related to this service issued by the platform in the future , specifications, notifications, etc.
1.13 Law means any statute, treaty, decree, rule, regulation, license, order, writ, injunction, judicial decision, judgment, code or other legally binding requirement of a government authority that may be in force from time to time.
1.14 TopOn platform data refers to the relevant data generated during your use of TopOn services, including but not limited to data formed by operational behavior and various advertising-related data.
1.15 CPM (Cost Per Thousand Impressions) refers to the cost per thousand times an ad is shown to a user. In this Agreement, effective display means that the user successfully sees the display content of the advertisement.
1.16 Data protection Law refers to any applicable data protection law or privacy law, including but not limited to the "EU General Data Protection Regulation" effective from May 25, 2018; ), (b), (c) other laws identified in the law.
1.17 API (Application Programming Interface) refers to the application programming interface provided by TopOm for Partners to help Partner products access TopOn's services.
1.18 Interface refers to any API, SDK, H5 code or other interfaces or technical means used to display advertisements.
1.19 SDK (Software Development Kit) refers to the software development kit provided by TopOn.
1.20 Revenue refers to the total income obtained by the Partner from the services provided by TopOn in this Agreement, and the income is based on the data presented by the TopOn platform as the only standard and basis. For the avoidance of ambiguity, the amount of actual income has included the price paid by TopOn for the purchase of advertising space in the product, and the platform promotion fee paid by TopOn for the opportunity to provide this service or for the provision of this service.
1.21 Territory refers to the country or region set by the Partner and identified by the TopOn platform and/or added by the Partner through other technical means of TopOn.
1.22 Intellectual Property Right refers to any and all tangible and intangible rights in the world, now known or hereafter known: (a) rights related to works of authors, including copyright, moral rights and collective work rights; (b) trademarks , service marks and trade names and all similar rights and all related goodwill; (c) trade secret rights; (d) patents, patentable materials, designs, algorithms and other industrial property rights; (e) all other Intellectual and industrial property rights, whether arising by law, contract, license or otherwise; (f) rights of privacy and publicity; and (g) all registrations, applications, renewals, extensions, continuations, right to divide or republish.
1.23 Fraudulent Activities refer to, but not limited to the following examples, actual or attempted: (i) Use, encourage or urge others to use optimization services and/or software to fraudulently exaggerate the number of impressions, clicks or other user behaviors or related user behaviors (ii) conduct or promote actions based on fraudulent or deceptive practices, including the use of deceptive implementation methods, robots or other automated tools, to generate unintentional user behavior, or encourage or promote any illegal user behavior; (iii) mislead users click on an advertisement; (iv) minimize or obstruct the display of any advertisement in any way, or edit, modify, filter or change the order of the information contained in any advertisement; (v) edit site tags, source code, links, pixels, modules, interface or other data provided by TopOn; (vi) give or offer any unauthorized incentives (financial or otherwise) to users, or (vii) use unsolicited emails or inappropriate newsgroup posts to promote advertising; (viii) self-download, install, and register; (ix) force users to download, install, register, or endlessly pop up search result windows on the condition of resource exchange; Cooperation with unconventional means such as search engine cheating.
1.24 Force Majeure Events refer to earthquakes, typhoons, floods or other natural disasters, fires, explosions, actions of government or military authorities, turmoil, riots, wars or other unforeseen and unavoidable major emergencies.
2.1 If you are not a natural person, you guarantee that you are a legally established and operated entity in accordance with laws and regulations, have obtained the necessary business qualifications, and have the right and ability to sign and perform this Agreement. When registering, using and managing your TopOn Ad Mediation Platform account, you provide All materials (including but not limited to registration information, identity qualifications, etc.) are true, legal and valid.
2.2 If your data, information, etc. change, you should immediately modify it through the personal data modification on the TopOn Ad Mediation Platform.
2.3 You should keep your account information properly, use, operate, and manage the TopOn Ad Mediation Platform account correctly and appropriately, and take full legal responsibility for all activities that occur under this account.
2.4 Cooperative Execution
Both parties confirm that the cooperation content stipulated in this Agreement is:
3.1 Rights and obligations of Partners
3.1.1 You understand and promise that you will not use any plug-ins, plug-ins, systems or third-party tools that are not authorized or licensed by TopOn to interfere, destroy, modify or otherwise affect the normal operation of the TopOn platform and related services.
3.1.2 You will not use or aim at the TopOn platform and related services to conduct any behavior that endangers the security of the computer network, including but not limited to unauthorized attempts to probe, scan, test the weaknesses of the TopOn platform system or network or other implementations that undermine network security behaviors, as well as other behaviors that violate laws and regulations, this Agreement, the Platform Rules of the TopOn, and infringe upon the legitimate rights and interests of others.
3.1.3 You shall not engage in any fraudulent practices. If you engage in any fraudulent activity as determined by TopOn, TopOn has the option to terminate your account without payment to you. You also shall fully indemnify TopOn for any losses suffered as a result of this fraud.
3.1.4 You promise that your product does not contain any content that may be considered to be related to the following: (i) any content that is illegal or may contribute to violations of applicable laws, regulations, policies, public order and morals in any region, or hinder social stability, Harm public interest or public order, endanger public safety, or harm the national interests of the area where it is placed; (ii) any content that contains or promotes hatred or demeans any concept of race, religion, gender, sexual orientation, or nationality; (iii) any content that promotes guns , bombs and other weapons, or instructions on how to operate any of the above; (iv) any content that contains false, misleading or deceptive statements at the sole discretion of TopOn; (v) contains, promotes, links to Any content that is obscene, obscene, or sexually explicit; (vi) any content (MP3, copyrighted video, or similar content) that infringes any third party intellectual property rights, facilitates or promotes illegal file sharing; content, including but not limited to sexually suggestive content, images containing nudity, dating services, international bridal services, and adult merchandise, unless permitted by applicable law, and the Partner obtains prior written approval from TopOn; (viii) any content that contains or promotes illegal activities including, but not limited to, hacking, communication theft or phishing; (ix) any destruction, harmful interference, covert interception or confiscation of any system, data or personal data (as defined in applicable data protection laws) on any computer Viruses or other computer programming programs; or (x) any content that may cause TopOn's liability or cause TopOn to violate all or part of the requirements of other Internet service providers or to lose services;
3.1.5 You promise not to violate the developer policies of Google Play, App Store or other application stores. If its products are punished or taken off the shelves by the above-mentioned app store due to violation of the policies of the above-mentioned app store, or the Partner’s improper delivery of advertisements under this Agreement, you shall bear the relevant responsibilities.
3.1.5 Partner agrees to abide by all applicable trade, economic and financial laws and regulations before signing the contract and during the performance of the contract, including those issued by the United States, the European Union and relevant member states, the United Kingdom, the United Nations Security Council or any other combine
The laws and regulations administered and enforced by government agencies having jurisdiction over the Author's activities (collectively, "Sanctions"). If the Service Provider becomes a Sanctioned Party, or if TopOn reasonably determines that it is unable to perform its obligations under this Agreement due to a sanctions-related injunction (each a "Sanction Event"), TopOn may immediately terminate this Agreement and shall be entitled to Any payments already incurred will not be paid. The Partner shall release TopOn from all liability and, to the extent permitted by the sanction measures, indemnify TopOn for all costs, expenses, damages and losses arising from the sanctioned event. Partner agrees to allow TopOn to use any information related to Partner, including but not limited to business name, place of incorporation, beneficiaries and/or directors, for sanctions screening purposes. If TopOn reasonably believes that there is a sanction event, TopOn has the right to refuse the Partner's account registration request or terminate the Partner's account. For the avoidance of doubt, TopOn's screening capabilities or actions do not relieve TopOn of any obligation and/or liability hereunder.
3.2 TopOn's rights and obligations
3.2.1 In any case, if the TopOn platform has reason to believe that any of your actions violate or may violate the above agreement, the TopOn platform will take legal measures to pursue your relevant legal responsibilities.
3.2.2 TopOn has the right to revise this Agreement when necessary, including but not limited to adjusting TopOn's service content.
3.2.3 The TopOn platform has the right to transfer part or all of the rights and obligations under this Agreement to the related parties of the TopOn platform after notification. If you do not agree to the transfer of the TopOn platform, you should not continue to use the service or cancel the obtained Serve. If you continue to use the service, you are deemed to accept it.
3.2.4 During the term of this Agreement, TopOn grants the Partner a non-exclusive, non-transferable and non-sublicensable worldwide license to embed the interface into the product. In addition, Customer hereby grants to TopOn a limited, royalty-free, non-transferable, non-exclusive license to use Customer's trademarks, trade names, service marks and domain names and such trademarks, trade names, service marks and Any visual representation of the Domain Name, including company logos, designs, symbols, wordmarks, imagery, colors and palettes, trade dress and characteristics, and any other rights of publicity or proprietary marks owned or used by Customer or its affiliates. In the case that TopOn is the Partner's advertiser, TopOn grants the Partner a non-exclusive, non-transferable, revocable license to reproduce, transmit and distribute TopOn's advertisements based on the content displayed on the TopOn platform.
3.2.4 As an advertising Ad Mediation platform and/or real-time advertising trading platform, TopOn is only a neutral technical service provider, and does not assume responsibility for the compliance of advertisers, DSPs, and DSP customers' advertisements, materials, and other information content. TopOn will do its best commercial efforts to require advertisers, DSPs, DSP clients' advertisements, materials and other information content not to violate the release area and other laws and regulations that should be applicable according to law. If you find that advertisements, materials and other information content may violate the applicable laws and regulations, you should notify TopOn in a timely manner, and TopOn will contact the corresponding advertiser and DSP within a reasonable period and deal with the violation information according to law.
If you actually use the TopOn ADX service, this section "IV. Payment, Taxes and Fees" applies to you. The settlement between you and TopOn will use the agreement in this section.
4.1 Reporting
You have the right to regularly check real earning statistics through the TopOn platform. You agree to accept statistical data collected on the TopOn platform and/or provided by TopOn as an official basis for measuring actual benefits. You further acknowledge that, in some cases, TopOn will need to make adjustments to the displayed statistical data due to fraudulent behavior, statistical errors, abnormal data, third-party tracking specifically agreed upon by the parties, or any violation of this Agreement by you. Both parties agree that TopOn shall not make any payment related to fraudulent behavior (TopOn shall independently determine fraudulent behavior and shall not be liable to you).
4.2 Payment
4.2.1 TopOn and you agree that the CPM pricing model applies in this Agreement. TopOn will notify you by e-mail of any changes.
4.2.2. You should confirm the actual income statistics after the end of each natural month, and you agree and accept the data of the TopOn platform as the sole settlement basis for this Agreement. You are obliged to provide TopOn with an invoice (or invoice) before payment is made by TopOn. If you fail to provide TopOn with an invoice (or invoice) of the correct amount, TopOn shall not make any payment to you and shall not be deemed to be in breach of this Agreement.
4.2.3. The settlement currency on the TopOn platform shall be USD dollar. TopOn shall make payment to you within forty-five (45) natural days after receipt of your correct and legally valid invoice (or invoice) and confirmation by TopOn. All payments due to you under this Agreement will be paid by wire transfer in US dollars to the bank account registered by you on the TopOn platform or otherwise designated by you in writing.
(3) Taxes. You shall be responsible for any taxes imposed by any competent tax authority (including but not limited to value-added tax, goods and services tax, etc.). TopOn will pay you the actual proceeds in the amount displayed on the TopOn platform, unless the tax authority imposes any withholding tax on any payment due to you under this Agreement, then the payment will be made to you after deducting such withholding, and TopOn shall Pay such withholding taxes to the relevant authorities.
(4) Bank charges. Any fees charged by banks or other institutions in connection with wire transfers shall be borne by each party. like
If SWIFT international remittance is applicable, TopOn will choose the SHA (shared) mode when remitting money to you, that is, TopOn will bear the handling fee charged by the remittance bank, and you will bear the receiving bank and intermediary bank (if any) The handling fee charged.
In order to save the handling fees charged by both banks, if the actual amount of income you apply for settlement is less than one thousand dollars (lowercase $1,000.00), TopOn has the right to combine the amount with the income expenses of the following months for settlement until the actual amount you apply for settlement The total amount of income exceeds the aforementioned threshold; if you insist on requiring TopOn to pay an income fee lower than the aforementioned threshold, TopOn shall pay you the amount, but all the handling fees charged by the banks of both parties and the intermediary bank (if any) shall be borne by you . In addition to the above, if the actual amount of income you apply for settlement is not enough to cover the handling fees charged by the banks of both parties and the intermediary bank (if any), TopOn has the right to combine the amount with the income fees of subsequent months for settlement until you apply The actual benefit of the settlement exceeds the aforementioned threshold.
4.2.4 After this Agreement takes effect and before the Partner applies to TopOn for revenue settlement through the TopOn platform, the Partner shall
According to TopOn's requirements, provide true, legal and effective relevant personal identity information/legal entity registration information, payment information and all qualification documents that TopOn will require Partners to provide at that time, otherwise TopOn has the right to refuse the settlement and payment of relevant proceeds and will not be liable Liability for any breach of contract. If the above information and qualification documents provided by the Partner to TopOn are inconsistent with the information provided by the Partner when registering on the TopOn platform, or if there is any false, illegal or invalid situation, TopOn has the right to delay payment until the above information and qualification submitted by the Partner The document complies with TopOn's internal review requirements and does not assume any liability for breach of contract.
4.2.4 TopOn has the right to unilaterally determine that the Partner has breached the contract or illegal or illegal operations, and the traffic obtained due to the Partner's breach of contract or illegal or illegal operations shall not be used as billing traffic. If any loss is caused to TopOn due to illegal, regulated, or breach of contract operations by the Partner, TopOn has the right to directly deduct the corresponding expenses from the actual income that should be paid to the Partner now or in the future as compensation. If all the actual income has been paid to the Partner by TopOn, or if the unpaid actual income is not enough to compensate the loss of TopOn, the Partner shall compensate TopOn separately.
4.2.5 If the latest TopOn payment date stipulated in this Agreement is a statutory holiday, the latest payment date will be automatically postponed to the first working day after the statutory holiday.
5.1 During the process of registering an account or using the TopOn Ad Mediation Platform, you may need to fill in some necessary personal information. If there are special provisions in national laws and regulations, you need to fill in your real identity information. If the information you fill in is incomplete or untrue, you will not be able to use relevant software or services or be restricted during use.
5.2 TopOn will use a variety of security technologies and procedures that match the services provided by the TopOn Ad Mediation Platform to establish a sound management system to protect your personal information from unauthorized access, use or disclosure. But you also understand and agree that due to the openness of the Internet and rapid technological updates, TopOn will not be responsible for any leakage of your information due to factors beyond TopOn's control.
5.3 TopOn Ad Mediation Platform will not make public or provide third parties with your registration information and non-public content stored on this website when you use network services, except in the following cases:
(1) Obtain your explicit authorization in advance;
(2) According to relevant laws and regulations;
(3) In accordance with the requirements of relevant government authorities;
(4) The third party agrees to assume the same responsibility for privacy protection as this platform.
5.4 On the premise of not disclosing user privacy information, TopOn Ad Mediation Platform has the right to analyze the entire user database and make commercial use of the user database.
5.5 End User Personal Information Protection
5.5.1 You understand and agree to abide by the "Data Agreement" you ticked when you registered (the content is the same as Appendix B). You should provide end users with clear instructions on the collection/use of user personal information by end users related to this service, including but not limited to the purpose, method and scope of collection and use of user personal information, and obtain the final consent in advance. User Consent. You understand and agree that Topon's Privacy Policy is listed as an annex to this Agreement and is an integral part of this Agreement.
5.5.2 You promise that in cooperation with TopOn, you will not collect and use any of your personal information in violation of regulations, and abide by relevant laws and regulations on the protection of minors and children's personal information; you should disclose it in your product privacy policy in accordance with laws and regulations The purpose, type, use and sharing scenarios of your personal information, access to the SDK, and the authorization and consent of the relevant personal information subject.
5.5.3 You shall adopt organizational measures and technical measures that comply with the law to maintain data and information security during the cooperation process.
You should complete interface docking and debugging according to the developer docking document published by TopOn. All your data retrieval and configuration activities must strictly abide by TopOn's specifications and requirements, subject to the scope of TopOn's written authorization. You promise to strictly abide by the authorized content, only perform obligations within the scope of authorization, and shall not implement behaviors that exceed the scope of authorization or violate the provisions of this Agreement and the original agreement.
5.5.4 You clearly understand and agree that you need to strictly abide by the specific agreement of the online or offline service agreement (including TopOn's privacy policy) signed with TopOn, TopOn has not established direct contact with the end users of your application, Therefore, you promise and guarantee that when TopOn processes relevant personal information or data based on the purpose of providing services to you, you have provided appropriate notification to the end user and obtained the user's effective consent according to law, and ensured the way, method and procedure for obtaining consent etc. will not violate applicable laws and regulations.
6.1 Any text, pictures, graphics, audio and video materials contained in the services provided by TopOn to end users according to the TopOn agreement are protected by copyright, trademark and other property ownership laws. Without the consent of TopOn or relevant obligees, the above materials and Any product of TopOn shall not be directly or indirectly published, played, rewritten or republished for the purpose of playing or publishing by you or provided to any third party, or used for any other commercial purposes.
6.2 Neither party shall in any way reverse engineer, reverse assemble, compile or otherwise attempt to discover the source code of the other party's products and services, and shall not use any party's products, SDKs, SDK interfaces, and related services for for any purpose other than the Service.
6.3 You may not, by accessing the Service, store, transfer, distribute, disseminate, publish or publish any content that violates any applicable laws and regulations, TopOn's policies or guidelines, or violates any other person's rights (especially intellectual property rights), or Restrict and prohibit anyone from obtaining and enjoying the service; you are also not allowed to implement any behavior beyond the authorized scope of TopOn and/or the third-party demand-side platform and ADX platform that TopOn cooperates with.
7.1 Whether during the period of cooperation with TopOn or after the cooperation ceases, one party must be responsible for any non-public information or data (including but not limited to technical information, business secrets, agreement content, data, SDK, SDK interface) that it has learned from the other party. and related services, collectively referred to as "confidential information") are kept strictly confidential, and shall not be disclosed, provided, or divulged to any third party without the prior written consent of the other party.
7.2 Confidential information: refers to any confidential or proprietary information or data related to this Agreement disclosed by the disclosing party or its affiliated companies to the recipient or its representatives, whether it is disclosed before or after the effective date, and no matter in the form of Electronic, oral or written form or by other means to the recipient or its representative. Notwithstanding the foregoing, for purposes of this Agreement, Confidential Information shall not include any information for which the recipient provides clear and convincing evidence that: (i) was known to the public at the time of disclosure or became public after disclosure; information known to the recipient, and the recipient or any of its representatives has not violated this Agreement, (ii) the disclosure was previously known to the recipient and was not previously disclosed by the disclosing party or its affiliates or representatives of the disclosing party, ( iii) obtained from a third party who lawfully holds the information and does not violate a duty of confidentiality owed to the disclosing party with respect to the information, or (iv) where the confidential information is not used, by or for the recipient or It represents independent development.
8.1 If any party affects its performance of this Agreement due to a force majeure event, it shall not be considered as a breach of contract, but the affected party shall promptly notify the other party and use its commercially reasonable best efforts to mitigate or remedy the negative effects of such force majeure event on the performance of this Agreement. Under this Agreement, "force majeure event" refers to: (1) natural force majeure, lightning strikes, earthquakes, floods, droughts, storms, storms and blizzards, mudslides, water erosion, explosions and fires, epidemics and other natural disasters; ( 2) Acts of Government, Acts of War, Acts of Public Enemy, Terrorism, Riots, Riots, and Strikes.
8.2 You understand and agree: In order to provide you with better services, TopOn and its affiliates have the right to overhaul, maintain, and upgrade the TopOn Ad Mediation platform and related equipment on a regular or irregular basis, and such situations may affect related services. If it is interrupted or terminated within a reasonable time, and if it causes losses to you, you agree to waive the responsibility of pursuing TopOn and its affiliated companies.
8.3 You understand and agree: TopOn services are provided according to the status quo that the existing technology and conditions can achieve. TopOn will do its best to provide services to you and try to provide consistent and secure services; however, it cannot guarantee that the services are flawless, nor can it foresee and prevent legal, technical and other risks at any time, including but not limited to force majeure, viruses, Service interruption, data loss, and other losses and risks that may be caused by Trojan horses, hacker attacks, system instability, system vulnerabilities, system failures, third-party service defects, and government actions.
9.1 If the Partner commits fraudulent cheating or other breaches of contract, resulting in TopOn’s commercial purpose being unable to be realized, it will be deemed as a substantial breach of contract by the Partner, and TopOn has the right to unilaterally terminate this Agreement, and require the Partner to pay 3 months before the breach occurs. The Partner shall pay TopOn liquidated damages based on the accumulated actual income of the Partner. If the liquidated damages cannot make up for the loss suffered by TopOn, the Partner shall continue to compensate TopOn for all losses.
9.2 Unless otherwise specified in this Agreement, the Partner agrees to indemnify TopOn and its affiliates and their respective managers, Directors, shareholders, employees, agents and other representatives, defend and hold harmless from any unresolved, threatening, resolved or mediated third party claims, obligations, demands, judgments or causes of action, and any costs and expenses (including reasonable attorneys' fees, arbitration fees and costs, collectively, the "Claim") related to: (i) its representations, warranties, obligations or limitations under this Agreement; (ii) any breach by the Partner or its representatives of any applicable required by law or without notifying TopOn of any applicable law (including, without limitation, any data protection law); or (iii) Partner or its affiliates or any of their respective directors, officers, employees, contractors, agents or other representatives any gross negligence or willful misconduct.
9.3 TopOn agrees to indemnify the Client and its affiliates and their respective officers, directors, shareholders, employees, agents and other representatives, to defend and hold harmless from any claim arising out of: (a) TopOn's breach of this Agreement; or (d) TopOn or its affiliates or any of their respective directors, officers, employees,
Any gross negligence or willful misconduct of contractors, agents or other representatives.
9.4 Upon claiming compensation under this Agreement, the Indemnified Party shall immediately provide the Indemnified Party with written notice of any claim that the Indemnified Party deems to fall within the scope of the above clauses. The Indemnified Party may, at its option and at its own expense, assist in the defense, but the Indemnified Party shall control such defense and all negotiations related to the settlement of such claim, and shall not, without the written consent of the Indemnified Party, The non-monetary form of the settlement shall not be final.
If you have one of the following violations, TopOn has the right to suspend or terminate the cooperation, unilaterally cancel the TopOn agreement and close your account authority, and require you to take full responsibility and compensate for all losses:
10.1 Your product or your use of TopOn services violates laws and regulations, policy regulations, industry norms, this Agreement, etc.;
10.2 Your products or your use of TopOn services cause TopOn to be subject to third-party complaints, reports, and lawsuits (including but not limited to third parties filing lawsuits against TopOn in the form of complaints, letters, media reports, etc., reporting to relevant competent authorities, etc. ), or expose TopOn to the review or inquiry of relevant competent authorities, or TopOn has reason to believe that you or your products are or may cause TopOn to bear risks such as violations of laws and regulations, complaints, lawsuits, and negative impacts;
10.3 In violation of the confidentiality requirements of this Agreement and/or the end user's personal information protection requirements, transfer, copy, disseminate, transfer, license or disclose, allow, Provide for others to use, or engage in any other commercial or business activities other than the purpose of this Agreement;
10.4 Neither party shall be liable to the other party or any third party claimant for any indirect, special, punitive, consequential or incidental damages, including lost profits arising out of or in connection with this Agreement, howsoever arising, REGARDLESS OF ANY THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EVEN IF THIS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In any event, TopOn shall be fully liable for any loss of the Partner or any third-party claimant under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total amount actually paid by TopOn within three (3) months of the claim.
This Agreement, and any dispute, controversy or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement, its subject matter or its formation, shall be governed by and governed Singapore law, the dispute will be submitted to the Singapore International Arbitration Center (SIAC) for arbitration in accordance with its effective rules. The place of arbitration shall be Singapore. The arbitration procedure shall be conducted in English; the number of arbitrator shall be one. and the arbitration award shall be final and binding on both parties.
12.1 TopOn may send you various rules, notices, prompts and other information related to this service through web announcements and web prompts. Once such information is published or sent by TopOn in any of the aforementioned ways, you will be deemed to have accepted it. and agree to be binding on you. If you do not accept it, please stop using this service, otherwise you will be deemed to have accepted and agreed.
12.2 This Agreement includes information about this Agreement (including attachments), privacy policy, etc. that TopOn may publish from time to time. The above content TopOn will be updated from time to time. Once the relevant content terms are changed, TopOn will notify and publicize them in accordance with the "Notification and Update" clause in Article 11 of this Agreement.
13.1 This Agreement comes into effect upon your online click to agree. Your use of this service is deemed to have read and agreed to be bound by this Agreement. Except for the circumstances of rescission or termination stipulated in this agreement or the statutory reasons for rescission or termination, this agreement will be effective for a long time. During the performance of this agreement, TopOn has the right to unilaterally decide to terminate this agreement at any time based on changes in platform operations without assuming any liability.
13.2 These Terms (subject to the version revised from time to time) constitute the entire agreement between the parties with respect to the content hereof and supersede all earlier written or oral agreements between the parties with respect to the relevant content. No waiver by TopOn of any breach or failure to comply with these Terms shall be deemed to be a waiver of any prior or subsequent breach or failure to comply with these Terms.
Annex
TopOn SDK License Agreement
This "TopOn SDK Authorization Agreement" (hereinafter referred to as the "SDK Authorization Agreement") serves as the offline or online "TopOn User Service Agreement" (hereinafter referred to as the "Cooperation Agreement") signed between you (hereinafter referred to as the "Partner") and TopOn ) and constitute an integral part of the cooperation agreement. This SDK authorization agreement will take effect from the effective date of the cooperation agreement and will remain in effect until the cooperation agreement is terminated. If there is any inconsistency or conflict between the SDK Authorization Agreement and the Cooperation Agreement and it is related to SDK authorization, this SDK Authorization Agreement shall prevail. The terms in quotation marks and undefined terms in this SDK License Agreement shall have the same meaning as stipulated in the cooperation agreement and/or relevant laws and regulations.
This agreement governs your use of the TopOn software development kit and any version it updates from time to time (TopOn SDK, the download link is subject to the one provided by TopOn. For the avoidance of doubt, unless otherwise specified, the SDK in this agreement refers to the TopOn SDK) All or part of your access and use (including your access and use before or after you agree to this SDK License Agreement). By downloading, accessing or using the SDK, you agree to the terms of this agreement and the cooperation agreement. If you use the SDK on behalf of an entity, you represent and warrant that you have sufficient legal authority to bind that entity to this Agreement and the Cooperation Agreement, and that you accept this Agreement and the Cooperation Agreement or download, access or use the SDK, are made on behalf of such entity, and all references in this Agreement to "you" or "your" shall refer to that entity. If you do not agree to all the terms of this Agreement and the Cooperation Agreement, please do not download, access or use the SDK, and do not access or use any TopOn services agreed in the Cooperation Agreement ("TopOn Services").
1.Authorization
Subject to your compliance with this Agreement and the Cooperation Agreement, TopOn hereby grants you a limited, worldwide, non-sublicensable, non-transferable, royalty-free, fully revocable, non-exclusive license to allow you to This SDK License Agreement and Cooperation Agreement, and use the SDK only for the purpose of using TopOn services ("Permitted Purposes").
2.1. You may not use the SDK where prohibited by law. Except with the express written permission of TopOn, you may not, directly or indirectly (or assist or allow a third party to) (1) distribute, sell, sublicense, rent, loan, lease or transfer the SDK to any third party; (2) use the SDK to create or help create any product or service that competes in any way with any service provided by TopOn, including connecting to any other supplier platform or any third-party ad server using the SDK; (3) combining the SDK with other software to limit, Block, circumvent, damage, or affect the functions of the SDK or charge for access to the SDK; (4) Copy, decompile, modify, reverse engineer, decompile, disassemble, disassemble, translate, adapt or create derivative works of the SDK ( including the runtime component and any other part thereof); (5) Use the SDK to develop any software to upload or otherwise transmit any material that contains software viruses or other computer code, files or programs designed to interrupt, destroy or limit any software or the functionality of the hardware, or violate any applicable laws or regulations; (6) Use the SDK in any manner that will damage TopOn's interests or reputation.
2.2. You shall not represent to the public or any of your business partners that any of your SDK products are certified or otherwise endorsed or guaranteed by TopOn.
2.3. Nothing in this Agreement shall restrict or limit TopOn’s right to assert infringement or other intellectual property rights claims against you.
3.Data
3.1. You acknowledge and agree that by accessing or using the SDK and TopOn Services, you agree that the SDK will enable you to transmit or share information with TopOn, and that TopOn may collect and receive information about your use of the TopOn Services and about your end users. Information, including end-user device information, end-user browsing behavior, and other information as detailed in the TopOn Privacy Policy, as may be updated by TopOn from time to time (the "TopOn Privacy Policy") ("User Data"). You further agree that, in connection with the TopOn Services and your use of the SDK, TopOn may transfer or share information collected directly or indirectly from you, including User Data, with third parties that provide services for the purpose of performing and improving the TopOn Services. By using and accessing the SDK, you agree to and shall comply with all applicable laws, regulations and other requirements. Without prejudice to the TopOn Privacy Policy and Privacy and Data Protection Agreement, you represent and warrant that, in all circumstances, you have provided adequate notice to and obtained valid consent from your end users to collect and transfer information. To TopOn, giving TopOn the right to process such information in accordance with the TopOn Privacy Policy, Cooperation Agreement and this Agreement.
3.2. TopOn may provide reporting data, including revenue data, number of impressions, ad delivery, and ad response data related to ad impressions sent through the SDK ("Reporting Data"). In accordance with the terms of this Agreement, the Cooperation Agreement and all applicable laws, regulations and rules (including applicable privacy and data protection laws), you promise and agree that you will only access and use the TopOn service for internal business purposes. Report Data, you also agree that you will not, and will not allow any third party to (i) intercept or obtain any Report Data, including the value of advertising or impressions, in order to circumvent the TopOn Service or compete with the TopOn Service; (ii) intercept or obtain any revenue data, including determining the value of an ad or impression before an impression is rendered and thereby directly or indirectly using such information to dynamically, programmatically or otherwise select whether to assign an impression to TopOn; (iii) access or use any Report Data for other purposes not expressly authorized by this Agreement; (iv) reverse engineer, decompile, triangulate or modify any Report Data to obtain, determine or infer any information beyond the data fields provided through the SDK, including TopOn's confidential information, pricing information and the identity of any TopOn partners not included in TopOn's reports; or (v) use any report data with personally identifiable information without legal consent or beyond the scope of the end user's consent and authorization. Identifying information is combined, mixed, associated, combined or combined, except as permitted by applicable law or regulation.
4.Ownership
TopOn owns and retains ownership of all right, title and interest in and to the SDK, including without limitation all copyrights and other intellectual property rights therein. TopOn reserves all rights regarding the SDK not expressly enumerated in this Agreement. Nothing in this Agreement gives you the right to use any trade names, trademarks, service marks, logos or other unique brand features and other intellectual property rights of TopOn and its affiliates.
5.Update
If TopOn provides any upgrades, patches, enhancements or fixes to the SDK ("Updates"), such Updates will become part of the SDK and shall be subject to this Agreement. TopOn may make any changes to the SDK at any time, including permanently or temporarily discontinuing any functionality in the SDK.
You agree to defend, indemnify and hold TopOn and any of its directors, officers, employees, affiliates and agents harmless from and against all claims, losses, damages, liabilities and other expenses arising from your use of the SDK or breach of this Agreement (Including attorneys' fees, arbitration or litigation costs).
Notwithstanding anything to the contrary in this Agreement or any other agreement or document, if you breach this Agreement, TopOn shall have the right to cancel cooperation or withdraw any suggestions, quotations or transactions provided to you, and to immediately terminate any agreement between TopOn and you, without notifying you.
TopOn provides the SDK "as is" without warranty of any kind, and except as otherwise expressly stated in this Agreement, TopOn hereby disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, performance, accuracy, reliability WARRANTY OF SEX, AVAILABILITY, COMPATIBILITY, AND NON-INFRINGEMENT. Your use of the SDK, and any data (including report data) or materials downloaded or otherwise obtained through your use of the SDK, is done at your own discretion and risk, and you shall be solely responsible for any and all liability arising directly or indirectly from your use of the SDK. You are solely responsible for any damage to your computer system or other equipment or loss of data, profits or revenue.
To the maximum extent permitted by applicable law, TopOn and/or its affiliates shall not be liable for any damages (including but not limited to losses of business profits, business interruption losses, loss of business information or other economic losses) arising out of the use or inability to use the SDK. losses), even if TopOn or such party has been advised of the possibility of such damages. Without prejudice to this Section, the provisions of the Cooperation Agreement regarding limitations of liability shall still apply to you and TopOn.
This Agreement will remain in effect as long as you use the SDK or TopOn Services. If you breach any term of this Agreement, TopOn has the right to terminate this Agreement immediately. Upon termination of the Agreement, you agree to destroy all copies of the SDK and any reporting data in your possession or control. The confidentiality, indemnity, disclaimers, limitations of liability and general provisions set forth in this Agreement shall survive the termination of this Agreement.
10.General Agreements
10.1. You may not transfer any part of this Agreement to any third party.
10.2. This agreement constitutes the complete agreement between the two parties regarding this authorization and is a supplement to the cooperation agreement. If the Cooperation Agreement is invalid or unenforceable, this Agreement will remain valid and binding on you and TopOn. If any provision of this Agreement is held to be unenforceable for any reason, that provision shall be modified only to the extent necessary to render it enforceable. If there is any conflict between this Agreement and any other agreement governing your use of the SDK, the terms of this Agreement shall control. For any issues not addressed in this Agreement, the Cooperation Agreement shall still apply. As used herein, the term "including" means "including, but not limited to."
10.3. The applicable laws and dispute resolution methods specified in the cooperation agreement shall apply to this agreement.