TERMS OF SERVICE – PUBLISHERS
“You” or “Your” means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency, network or other third party that has access to Your account and/or Your Online Services Data (as defined below), which will also be bound by the terms and conditions of this Agreement. The KIDOZ Online Services are available only to individuals who are at least 18 years old and to companies that are appropriately licensed and otherwise legally permitted to conduct business. You represent and warrant that (a), if you are an individual, you are at least 18 years old, and (b) if you are a company that you are appropriately licensed and legally permitted to conduct business.
This Agreement constitutes the entire and only agreement between You and KIDOZ, Inc. (“KIDOZ”), and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the content, products or services provided by KIDOZ (the “Online Services”), and the subject matter of this Agreement. This Agreement may be amended at any time by KIDOZ without specific notice to you. The latest Agreement will be posted on kidoz.net (the “Site”), and you should review this Agreement prior to using the Site or the Online Services.
Developer / Publisher – An app Publisher registered to the Services pursuant to the terms of this Agreement.
KIDOZ – KIDOZ Inc. and any of its assignees and successors.
Online Services – Facilitating End Users to view content promotions and ads through their mobile devices.
Website – KIDOZ website at www.kidoz.net.
End User – A person or entity that has downloaded an Application from an application store.
Application – an application developed by Publisher.
Online Services App – an App that includes KIDOZ SDK or Tags provided by KIDOZ.
SDK/KIDOZ SDK – a software development kit provided by KIDOZ to Publisher pursuant to the terms of this Agreement, as may be updated by KIDOZ from time to time in its sole discretion.
2. Description of Online Services.
KIDOZ will serve to advertisements and promotions provided by third-party advertisers (“Online Services Ad(s)”), for display on the app(s) using the Online Services (“Online Services App(s)”), based upon the criteria selected by You via KIDOZ Online Services protocol and/or user interface (“Online Services Interface”). The Online Services Interface may be updated by KIDOZ from time to time without notice to you.
3. Implementation of Online Services.
You will implement the Online Services in a manner that complies with the technical and implementation requirements provided on the Site or in writing by KIDOZ to you, including those instructions contained in the documentation regarding the Online Services Interface. Without limiting the foregoing, you acknowledge and agree to the following:
3.2. Prohibited Actions.
You will not, and will not allow any third party to: (a) directly or indirectly access, launch and/or activate the Online Services through or from, or otherwise incorporate the Online Services in, any software application, website or other means other than the Online Services App(s), and then only to the extent expressly permitted herein; (b) transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co- branding, timesharing, service bureau or other unauthorized purposes the Online Services or access thereto (including, but not limited to ads, including without limitation Online Services Ads, or any part, copy or derivative thereof); (c) directly or indirectly generate queries, or impressions of or clicks on ads, including without limitation Online Services Ads, through any automated, deceptive, fraudulent or other invalid means (including, but not limited to, click spam, robots, macro Online Services, and Internet agents); (d) encourage or require end users or any other persons, either with or without their knowledge, to click on ads, including without limitation Online Services Ads, through offering incentives or any other methods that are manipulative, deceptive, malicious or fraudulent; (e) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Online Services, KIDOZ then current protocol for accessing and implementing the Online Services (the “KIDOZ Protocol”), or any other KIDOZ technology, content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials, and documentation; (f) remove, deface, obscure, or alter KIDOZ copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of the Online Services, the KIDOZ Protocol, or any other KIDOZ technology, software, materials and documentation; (g) create or attempt to create a substitute or similar service or product through use of or access to any of the Online Services or proprietary information related thereto; or (h) utilize any feature or functionality of the Online Services, or include anything in Online Services Data or Online Services Ads, that could be so utilized, to personally identify and/or personally track individual end users or any other persons.
3.3. Online Services are to be used only for serving advertisements and promotions to Online Services Apps. You may not use the Online Services with Online Services Apps that: (i) promote or depict illegal activity or violence; (ii) advocate against a particular group; (iii) infringe a third party’s rights; (iv) introduce viruses, spyware, and malware; (v) contain sexually explicit content; (vi) depict illicit drugs and drug paraphernalia; (vii) promote online casinos and gambling; (viii) promote weapons or ammunition; (ix) promote hard alcohol; (x) could harm minors in any way; or (xi) contain any content that is illegal, promotes illegal activity, or provides information that is misleading, inaccurate, or infringes on the legal rights of others.
4. No Endorsement.
KIDOZ does not represent or endorse any ads, links, content, advice, opinion, offer, proposal, statement, data or other information from any third party products/services (“Disclaimed Content”) that is displayed or distributed through Online Services. KIDOZ hereby disclaims any liability or responsibility for any Disclaimed Content. KIDOZ reserves the right, but will have no responsibility, to edit, modify, refuse to post or remove any Disclaimed Content, in whole or in part, that KIDOZ, in its sole and absolute discretion, deems is objectionable, erroneous, illegal, fraudulent or otherwise in violation of this Agreement.
4. Online Services Term.
This Agreement will be effective as of the date KIDOZ activates Your Online Services account and will continue until terminated, as provided in this Agreement (the “Online Services Term”). You may terminate this Agreement, with or without cause, at any time by sending written notice to email@example.com of your desire to cancel your participation in the Online Services. This Agreement will be deemed terminated within ten (10) business days of KIDOZ receipt of your notice. If you violate this Agreement, KIDOZ may in its sole discretion, without notice, terminate this Agreement, or suspend or terminate the participation of Your Online Services App in all or part of the Online Services. In addition, KIDOZ may terminate this Agreement, or suspend or terminate the participation of Your Online Services App in all or part of the Online Services, with or without cause, upon thirty (30) days’ prior notice.
5. Data and Reporting Measures
KIDOZ shall grant you exclusive access to your dashboard, which contains the following data:
KIDOZ may, but is not obligated to, display other data beyond the above, and for periods longer than 6 months back.
KIDOZ books and records shall constitute final evidence regarding downloads and impressions of the Online Services counted by KIDOZ for the purpose of calculating the consideration due to Publisher hereunder.Account and Dashboard
6. The account opened for you by KIDOZ:
- Is for your personal use only
- Cannot be transferred
- Will be used occasionally to provide you with news, updates of terms and policies and general communication between you and KIDOZ.
Keeping account credentials private is your sole responsibility.
From time to time, KIDOZ may require your consent to new terms. Complying and approving those terms may be a condition for continued use of the Online Services. Failing to approve mandatory changes/updates may result in termination of the agreement.
7. License to Online Services Interface.
KIDOZ grants you a limited, revocable, non-transferable, non-exclusive and non-sub licensable license during the Online Services Term to use the Online Services Interface solely for the purpose of transmitting Online Services Requests and other required information and receiving Online Services Results Sets solely to the extent permitted hereunder. Except to the limited extent expressly provided in this Agreement, KIDOZ does not grant, and you will not acquire, any right, title or interest (including, without limitation, any implied license) in or to any KIDOZ intellectual property rights; and all rights not expressly granted herein are reserved to KIDOZ.
9. Confidentiality; Publicity.
Each party agrees not to disclose the other party’s Confidential Information without the other party’s prior written consent. “Confidential Information” includes without limitation: (a) all software, technology, programming, specifications, materials, guidelines and documentation relating to the Online Services, including the existence and content of this Agreement and any information provided pursuant to the Agreement; (b) any statistics relating to the performance of the Online Services; (c) any other information designated in writing by either party as “Confidential” or an equivalent designation; and (d) information disclosed under circumstances that a reasonable person should know such information is confidential/proprietary. Confidential Information does not include information that has become publicly known through no breach by the receiving party, or information that has been (i) independently developed without access to the disclosing party’s Confidential Information as evidenced in writing; (ii) rightfully received by the receiving party from a third party; or (iii) required to be disclosed by law or by a governmental authority. Neither party will use the other party’s name and logo in any news release, public announcement, advertisement, or other form of publicity without the prior written consent of the other party (which includes email), except that either party may use the other party’s name and logo on such party’s website and in publicity that announces the parties are working together. In addition, KIDOZ may use any content used with the Online Services in any form of publicity.
10. Advertisements and Content Availability.
KIDOZ has the sole discretion in deciding what content and advertisements are sent to be displayed in your apps. You may, when terms allow and capabilities are available, customize your content and advertisement preferences through your account. KIDOZ cannot guarantee the availability of content and advertisements regardless of whether you have customized your preferences or not, and shall not be liable or responsible in those cases.
You understand and accept that when no advertisements are available, KIDOZ shall do its best to produce other content recommendations, including items that do not provide monetization
KIDOZ does not represent or warrant that the Online Services is reliable, accurate, complete, or otherwise free from defects. Accordingly, the Online Services is made available for use “as is”, and any use thereof will be undertaken solely at your own risk. KIDOZ reserves the right, in its sole discretion, to include or cease providing the Online Services at any time (subject to notice as may be required herein), and KIDOZ does not give or enter into any conditions, warranties or other terms with regard to the Online Services. In particular, no condition, warranty or other term is given or entered into to the effect that the Online Services will be of satisfactory quality, no infringement or that the Online Services will be fit for any particular purpose.
12. Limitation of Liability.
NEITHER PARTY WILL BE LIABLE TO THE OTHER OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE ONLINE SERVICES), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY. In any event, KIDOZ total cumulative liability to You for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement will not exceed the net amount paid by You to KIDOZ in the six month period immediately preceding the date of the claim.
13. Representations and Warranties.
You represent and warrant that: (i) You have and will maintain throughout the Online Services Term all end user consents and all rights, authorizations and licenses (including without limitation any copyright, trademark, patent, publicity or other rights) that are required with respect to Online Services Ads or Online Services Data to permit KIDOZ to perform the Services contemplated under this Agreement (including without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of Online Services Ads or Online Services Data); (ii) You will not advertise anything illegal or engage in any illegal or fraudulent business practice; (iii) all of the information provided by You to KIDOZ to enroll in the Online Services is correct and current; (iv) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (v) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Your performance of any acts hereunder. KIDOZ represents and warrants that: (i) it has the power and authority to grant the rights and perform the obligations to which it commits herein; and (ii) its Online Services Interface will not knowingly violate the intellectual property rights of any third party.
You agree to defend, hold harmless and indemnify KIDOZ and its affiliated companies, and each of their officers, directors, employees, agents, licensees (collectively, the “KIDOZ Indemnitees”) from and against any and all liabilities, losses, damages, costs and expenses (including reasonable legal fees and expenses) relating to or arising out of or from (a) your use or inability to use the Online Services; (b) your violation of any terms of this Agreement; or (c) your violation of any applicable laws, rules or regulations.
15. Compliance with COPPA for Publishers.
Although KIDOZ invests great effort in certifying its Online Services as COPPA compliant, and will do its best to update all partners in case of a change in this status, it is your sole responsibility to assure your Apps are certified COPPA compliant prior to and post integration with the Online Services, if you wish to maintain a valid COPPA certification.
Integration with our Online Services does not make your App COPPA compliant.
16. Accepted Applications.
KIDOZ reserves the exclusive right to deny a publisher or any content from using or appearing on its service, to remove it from its network and to delete its account without providing any cause, if deemed as inappropriate or in violation of any parts of this agreement.
17. Any information sent from the Online Servicesor KIDOZ to you, such as Google Advertiser ID, personal user information or other, shall remain at your sole discretion and may not be shared with third parties unless used for the sole purpose of Analytics and cannot be accessed by the third party.
18. Additional Compliance.
It is your sole responsibility to comply with other programs, institutions, legal bodies or companies’ policies and terms, including but not limited to Google developers terms, publisher terms, Family program, YouTube terms and others
19. Usage of the Online Services.
- You are obligated to use the Online Services as instructed in the appropriate sources.
- You must provide the user with sufficient value in the app beyond the content our Online Services provide.
- You cannot display an overlay on the Online Services tools, content and creatives.
- You cannot change, modify, edit, add, or remove any of the Online Services tools, content and creative.
This Agreement shall be governed by and construed in accordance with the laws of Israel without regard to the conflicts of laws and provisions thereof. Any claims, legal proceeding or litigation arising in connection with this Agreement will be brought solely in Tel Aviv County, Israel, and you consent to the jurisdiction of such courts. Neither party’s waiver of any default is a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the party’s intention, and remaining provisions of the Agreement will remain in full effect. You may not assign any of your rights hereunder and any such attempt is void (except to your successor in the event of your merger, acquisition or sale of all or substantially all of your assets). You and KIDOZ are not legal partners or agents, but are independent contractors. Notwithstanding termination of this Agreement, the terms and conditions contained in this Agreement that by their sense and context are intended to survive the performance hereof by the parties hereunder, shall survive and continue in effect.
If you have questions or wish to send us comments about these terms, please send an email with your questions or comments to:
Please be assured that any personal information that you provide in communications to the above address will not be used to send you promotional materials, unless you so request.