Terms of Service

Last Updated: May 27, 2022

 

Best International LTD. ("AppAds," "we," "us," or "our") owns and operates the website located at Hong Kong and www.appads.ai (the "Site"). Please read these Terms of Service carefully. The Terms of Service state the terms and conditions under which you may use our services which are available through the Site (the "Services"). By replying “I ACCEPT” you("you", "user", "client" or, "end user") acknowledge that you have read, understood, and agree to be legally bound by these Terms of Service and you represent and warrant that you are of the legal age of majority in the jurisdiction(s) or older in which You reside (at least 18 years of age in many countries). If you are accepting these Terms of Service on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to the terms and conditions set forth herein. If you do not have such authority, or if you do not agree to any of these terms, then you are not permitted to use the Services.

 

  1. 1. Subscription Service

Services

Through the Site, we offer solutions for driving organic app growth and analyzing app marketplace intelligence. The Services are offered to you on a subscription basis ("Subscription"). The features and functionality of the Services available to you will be based on the Subscription package you choose. Technical support will be provided to you based on the Subscription package you choose. All technical support will be available via email for all paid-up Subscriptions, as well as by phone for Premium and Enterprise Subscriptions.

 

Authorization

Subject to and conditioned on Customer’s payment of the Fees and compliance and performance in accordance with all other terms and conditions of these Terms, Provider hereby authorizes Customer to access and use, solely in the Territory and during the Term, the Services and such Provider Materials as Provider may supply or make available to Customer solely for the Permitted Use by and through Authorized Users in accordance with the agreed specifications, and the conditions and limitations set forth in these Terms. This authorization is non-exclusive and non-transferable.

Restrictions

Subject to the terms and conditions of these Terms of Service, you are granted a non-exclusive, non-transferable license to access and use the Services. You will not (and will not permit any third party to):

  1. a. share a login (a login may only be used by a single person);
  2. b. register of create accounts for “bots” or other automated uses;
  3. c.reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code, underlying ideas, algorithms, file formats, or interface protocols of the Services;
  4. d.copy, modify, adapt or translate the Services, or otherwise make any use, resell, distribute or sublicense the Services other than to the extent permitted here;
  5. e. (v) make the Services available on a “service bureau” basis or allow any third parties to use the Services, other than your employees acting on your behalf, without AppAds’s prior written consent;
  6. f. or modify any proprietary marking or restrictive legends placed on the Services;
  7. g.introduce into the Services any virus, worm, “black door,” Trojan Horse, or similar harmful code;
  8. h.use the Services in violation of any applicable law or regulation. If you violate this section, we reserve the right in our sole discretion to immediately deny you access to the Services, or any portion of thereof, without notice.

 

License to AppAds for Connected Account Data

You have the option to connect your App Store Connect and Google Play Developer accounts (or other similar accounts from other App distributors or marketplaces) with the Software, in order to use the Software to analyze the information about your Apps stored in the Connected Account. By doing so, you understand and agree that AppAds will receive certain information about you and your Apps from the Connected Account. ("Connected Account Data"). Notwithstanding anything to the contrary herein, you hereby grant AppAds (and our successors and assigns) a non-exclusive, world-wide, perpetual, royalty-free, irrevocable, sublicensable and transferable license to use your Connected Account Data to produce anonymized data for the purpose of (1) further developing and optimizing the Software, (2) the development and sale of new products, and (3) expanding the features and functionality of existing products.

 

  1. 2. Proprietary Rights

Reservation of Rights

AppAds owns and retains title and interest in and to the Subscription Services, including all copies of any software used for the provision of the Subscription Services and all Intellectual Property Rights therein or relating thereto. All rights not expressly granted to You in the Agreement are reserved by AppAds.

 

Feedback

You hereby grant to AppAds a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to use, modify and incorporate Your Feedback into the Subscription Services and to further market, distribute and sell the Subscription Services with Your Feedback incorporated therein.

 

Subscriber Data

You shall exclusively own all rights, title, and interest in and to the Subscriber Data. You hereby grant to AppAds a non-exclusive, worldwide, royalty-free, fully paid-up license during the Term of the Agreement and the follow-on period described in Section 12 to: (i) collect, analyze, use, store, and transmit the Subscriber Data, (ii) combine and aggregate the Subscriber Data with other data to perform the Subscription Services, and (iii) to disclose the Subscriber Data as required by law. You grant AppAds a worldwide, irrevocable, non-exclusive, transferable, fully paid-up, and royalty-free license to aggregate, use, display, reproduce, distribute, and analyze Aggregated Subscriber Data in any format and through any applicable channels for any legal purposes.

 

Aggregated Use Data

You acknowledge and agree that AppAds may collect Aggregated Use Data related to Your use of the Subscription Services collected in accordance with the Agreement in order to continue to develop, improve functionality of, and provide bug-fixes for the Subscription Services. AppAds is the sole owner of Aggregated Use Data.

 

  1. 3. Privacy and Data Security

Your use of the Site and/or the Services may involve the transmission to us of certain personally-identifiable information. Our policies with respect to the collection and use of such personally-identifiable information are governed according to our Privacy Policy (located below), which is hereby incorporated by reference in its entirety.

 

  1. 4. AppAds Intellectual Property

Any content that we provide or make available in or through the Services, including any estimates and reports provided through the Services and any third-party User Submissions (“Content”), are our intellectual property and copyrighted work or that of third-party authors.

 

You may not use any of our trademarks (including our brands and logos) or any links to our Sites in any way without our express permission.

 

You authorize AppAds to potentially list your company, your User Content, or your intellectual property (including but not limited to your logos or trademarks) for promotional purposes.

 

You agree not to copy, reproduce, sell, transfer, modify, publish, distribute, display, prepare derivative works from, reverse engineer, disassemble or decompile or exploit any portion of the Services, the AppAds Content.

 

As between AppAds and you, AppAds shall own all right, title, and interest in and to (i) the Services including, without limitation, all source code, object code, operating instructions, and interfaces developed for or relating to the same; (ii) all modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, improvements, and derivative works of the foregoing, and all intellectual property rights therein; and (iii) any other materials available on the Site and/or the Services that are provided by or on behalf of AppAds and all intellectual property rights therein (collectively, the “AppAds Intellectual Property”). Except as expressly permitted in these Terms of Service, you have no rights in or to the AppAds Intellectual Property.

 

  1. 5. Your Obligations

Marketing Support

During the Term, You grant AppAds the right to publish Your corporate logo on its website and in marketing materials that include examples of AppAds customers and publicly acknowledge You as a AppAds customer in a press release, the content of which, AppAds and You shall mutually approve in advance. Subject to Your agreement, You may participate in a AppAds customer case study, provided that AppAds covers the costs of Your participation.

 

Enforcement

You are responsible for Your Authorized Users’ use of the Subscription Services. You shall promptly notify AppAds of any suspected or alleged violation of the Agreement by an Authorized User, including any unauthorized use of any password or account or any other known or suspected breach of security of the Subscription Services. AppAds may suspend or terminate any Authorized User’s access to the Subscription Services upon notice to You in the event that AppAds reasonably determines that such Authorized User has violated the Agreement.

 

Telecommunications and Internet Services

You understand that Your Authorized Users use of the Subscription Services is dependent upon Your access to telecommunications and internet services. You must acquire and maintain at Your own expense such telecommunications and Internet services, including, without limitation, any and all fees and taxes of any kind related to the foregoing. AppAds shall not be responsible or liable for any data loss or corruption, lost communications, or any other losses or damages caused by Your telecommunications and internet service providers or due to Your utilizing telecommunications and internet services.

 

Third Party Interactions

You or Your Authorized Users may maintain accounts with Publishers that may be accessed via the Subscription Services. Any such accounts shall be subject to the terms and conditions of Your arrangements with such Publishers, and AppAds hereby disclaims any and all responsibilities and liabilities related thereto.

 

  1. 6. Fees

Subscription Trial Period

Your initial Subscription to the Services is provided as a free trial Subscription that will last for a period of seven (14) days (the “Trial Period”). Upon expiration of the Trial Period, the Subscription will automatically start, subject to payment of applicable Subscription fees as set forth below. You may cancel your Subscription at any time during the Trial Period by emailing us at [email protected] and the cancellation will take effect within twenty-four (24) hours.

 

AppAds reserves the right to terminate free trial period, reduce / change their scope, the usage thereof, or discontinue the offering of Free Trial entirely, at the sole discretion of AppAds at any time. AppAds assumes no liability for said termination, reduction/change or discontinuance towards You or third parties. AppAds may terminate, reduce, suspend, change the scope/content of, or discontinue Free Trial period.

 

Automatic Renewals

A valid credit card is required for paying accounts and a credit card validation is required for free trial accounts, but will not be charged until immediately after the expiration of the trial period.

 

You agree to pay any applicable Subscription fees made known to you during registration. All fees paid to AppAds are nonrefundable. We may use a third party service provider (“Third Party Service Provider”) to process payment of such fees. You warrant and represent to such Third Party Service Provider that you are the valid owner or an authorized user, of the credit card you provide to process your payment, and that all information is accurate. We reserve the right to change any of the fees that we charge, or to institute new or additional fees, at any time upon notice to you.

 

All fees are in USD, exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only VAT when a valid number is provided.

 

Tax

Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT if applicable) (collectively, “Taxes”). You shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on AppAds’s net income.

 

 

Invoice

AppAds will invoice You based on actual delivery during the applicable invoice period, with payment due net 15 (fifteen) days from the invoice date. Late payments shall bear interest at the rate of one percent (1%) per month or the highest rate permitted by law, whichever is less. Non-late payments shall not bear interest.

 

In the event that You fail to make timely payment or otherwise breach these Terms of Service or any warranties set forth herein, You will be responsible for all expenses (including attorneys’ fees and costs) incurred by AppAds in collecting such amounts.

 

Pay-per-Use: If billing is carried out on a pay-per-use basis (e.g. billing on App and/ or Key-Word and/ or Ad Spend basis), the amount due will be calculated for each month according to the agreed pricing scheme. The amount due will be calculated on the basis of that the day of said month, which your Usage of Services was the maximum total.

 

Late payment: If you default on a due payment AppAds can, without affecting its other rights, postpone the fulfillment of its own obligation until completion of this payment and claim an appropriate extension to the performance deadline.

 

It is important to note that when you sign up to use the Services, your Subscription will automatically renew until you cancel it. You may cancel at any time by notifying us in writing no later than fifteen (15) days before the next upcoming renewal, and the cancellation will take effect the following month subject to the terms and conditions set forth in the Section titled “Effect of Termination.” Again, if you do not cancel, then your Subscription will automatically renew under the same Subscription.

 

Disputes: You agree to notify AppAds via email of any invoice dispute within thirty (30) days from the date of receipt of the invoice (the “Invoice Dispute Period”). Invoice disputes shall be emailed to [email protected] and shall include detailed reason(s) for the dispute. To the fullest extent permitted by law, you waive all claims relating to the Services and fees unless claimed or asserted within the Invoice Dispute Period. For the avoidance of doubt, if you fail to dispute an invoice within the Invoice Dispute Period, you acknowledge that the invoice will be considered payable in full and “as is.” In the event that you contract with a third party to process invoices on Your behalf, you will use commercially reasonable efforts to provide such third party the requisite information and/or authorization to facilitate timely payment to AppAds. Furthermore, you agree that your obligation to make timely payments and/or to notify AppAds of invoice disputes in a timely manner will neither be lessened nor excused due to the actions of such third party.

 

  1. 7. Copyright and Related Complaints

If you believe the Site contains any content that infringes your copyright, please contact our Copyright Agent, as detailed below, with the following information:

 

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; A description of the copyrighted work that you claim has been infringed; A description of where the material that you claim is infringing is located on the Site; Your address, telephone number and email address; A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or duly authorized to act on the copyright owner’s behalf.

 

 

  1. 8. Confidentiality

Each party shall protect and preserve the Confidential Information (as defined below) of the other party as confidential, using no less care than that with which it protects and preserves its own highly confidential and proprietary information (but in no event less than a reasonable degree of care), and shall not use the Confidential Information for any purpose except as necessary to perform its obligations hereunder or as otherwise permitted hereunder. The receiving party may disclose, distribute or disseminate the other party’s Confidential Information to any of its officers, directors, members, managers, partners, employees, or agents provided that the receiving party reasonably believes that those individuals have a need to know and such individuals are bound by confidentiality obligations at least as restrictive as those contained herein. Except as expressly set forth herein, the receiving party shall not disclose, distribute or disseminate the other party’s Confidential Information to any third party without the prior written consent of such other party. In the event the receiving party becomes or may become legally compelled to disclose any of the other party’s Confidential Information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or other process or otherwise), the receiving party shall provide the other party with prompt prior written notice of such requirement so that such other party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. For purposes of these Terms of Service, AppAds’s Confidential Information means AppAds intellectual property, including all codes, tools, and technology used in connection with the Services, the Properties and the Services, Reporting Metrics, nonpublic product plans, marketing plans, components and other information and materials related thereto, and, your Confidential Information means your User Data.

 

  1. 9. Disclaimers and Limitation of Liability

THE SITE, THE SERVICES AND ALL CONTENT, FUNCTIONS AND MATERIALS MADE AVAILABLE TO YOU THROUGH THE SITE, ARE PROVIDED "AS IS," "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE MAY USE THIRD PARTY VENDORS AND HOSTING PARTNERS TO PROVIDE THE NECESSARY HARDWARE, SOFTWARE, NETWORKING, STORAGE, AND RELATED TECHNOLOGY REQUIRED TO PROVIDE YOU WITH THE SERVICES. NONE OF APPADS, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “APPADS PARTIES”) WARRANT THAT ANY OF THE SITE, THE SERVICES AND ANY CONTENT, FUNCTIONS AND MATERIALS MADE AVAILABLE TO YOU THROUGH THE SITE WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. NONE OF THE APPADS PARTIES SHALL BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF ANY OF THE FOREGOING. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES.

 

IN NO EVENT SHALL ANY OF THE APPADS PARTIES BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REVENUES OR SAVINGS, EVEN IF A APPADS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF THE APPADS PARTIES FOR DIRECT DAMAGES ARISING UNDER THESE TERMS OF SERVICE OR RELATING THERETO, EXCEED, THE TOTAL FEES PAID BY YOU IN THE ONE (1) MONTH IMMEDIATELY PRECEDING SUCH CLAIM. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR NEGLIGENCE, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, IN SUCH JURISDICTIONS THE APPADS PARTIES’ LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW OR REGULATION.

 

The validity, construction and performance of this Agreement and the legal relations among the parties to this Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding that body of law applicable to choice of law.

 

  1. 10. External Sites

The Site and the Services may contain links to third-party websites ("External Sites"), but AppAds does not endorse and is not responsible for the content of any such External Sites. Please refer to the terms of use and privacy policies of the External Sites for more information.

 

AppAds is not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites.

 

  1. 11. Indemnification

You agree to defend, indemnify, and hold the AppAds Parties harmless from and against any and all claims, actions, or demands and relating costs, damages and liability (including, without limitation, reasonable attorneys’ fees) arising or resulting from: (i) your breach of these Terms of Service; (ii) your access to, use, or misuse of the Site or the Services; (iii) any User Data provided through your account; and (iv) your violation of any third-party right, including without limitation any intellectual property, or privacy right.

 

  1. 12. Term and Termination

Term

These Terms of Service shall be effective from the time you click "I Agree" and shall continue until terminated by either party as set forth herein ("Term").

 

Termination

We may terminate these Terms of Service, without penalty or liability, at any time, for any or no reason, upon thirty (30) days written notice to you. We may terminate and/or suspend your registration or your use of the Services immediately if you violate the terms and conditions of these Terms of Service.

 

Effect of Termination

Upon termination of these Terms of Service or Subscription: (i) all rights and licenses granted hereunder will immediately cease; (ii) you will immediately cease all use and access of the Services; (iii) you will have fifteen (15) days to retrieve your User Data; and (iv) you shall immediately pay AppAds all fees dues until the date of termination. YOU AGREE THAT AppAds WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICES IN ACCORDANCE WITH THESE TERMS OF SERVICE.

 

  1. 13. General

Governing Law

Unless otherwise specified in the attached Country Schedule, the Agreement and all matters arising out of or relating to the Agreement shall be governed by the laws of the State of California, without regard to any conflict of laws provisions that would apply the laws of an other jurisdiction; provided that the Agreement will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act, even if that law is adopted in California. If You are outside of the United States, the parties agree that rights and obligations of the parties under the Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the courts located San Francisco, California. You hereby agree to submit to the jurisdiction of, and agree that venue is proper in, those courts in any such legal action or proceeding.

 

Waiver and Severability

The waiver by either party of any default or breach of the Agreement shall be in writing and shall not constitute a waiver of any other or subsequent default or breach. In the event any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect.

 

Force Majeure

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of Fees due) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, pandemics, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.

 

Compliance with Laws

Each party agrees to comply with all applicable laws and regulations with respect to its activities hereunder, including, but not limited to, the applicable export laws and regulations of the United States.

 

Relationship Between the Parties

Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without such other party’s prior written consent.

 

Assignment

Neither party may assign this Agreement without prior written consent of the other party unless in connection with a merger, acquisition, or sale of all or substantially all of AppAds’s or Your assets, and provided that the surviving entity has agreed to be bound by this Agreement. Notwithstanding the foregoing, AppAds may assign this Agreement to any of its Affiliates without Your prior consent.

 

Entire Agreement

These Terms of Use together with each Order Form and any exhibits hereto constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of the Agreement. In the event of any inconsistency between the applicable Order Form and these Terms of Use (or its exhibits), these Terms of Use (or its exhibits) shall control, unless the Order Form expressly states that such term supersedes the conflicting term of these Terms of Use.

 

Modification

AppAds reserves the right to modify these Terms of Use at anytime. Modified Terms are in effect as soon as they are available to You online at the following link: https://www.appads.ai/terms-of-use. AppAds will update the Last Updated date at the top of this page if we modify these Terms of Use. You have 14 days after the Last Updated Date to contact AppAds to terminate the Agreement if You disagree with the changes. After 14 days, all changes are binding for the remainder of the Term.

 

Equitable Relief

The parties agree that a breach by either party of any confidentiality or proprietary rights provision of these Terms of Use may cause that party irreparable damage, for which the award of damages may not be adequate compensation. Consequently, either party may institute an action seeking an injunction to enjoin any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity.

 

No Third-Party Beneficiaries

Unless specified otherwise in the Agreement, no third party shall have any rights or obligations under the Agreement.

 

Headings

The headings in these Terms of Use are for the convenience of reference only and have no legal effect.

 

Notice

AppAds may give notice to You by e-mail to Your e-mail address on record in AppAds’s account information. You may give notice to AppAds by sending an email to [email protected].