Terms of Use (for Publishers and Advertisers)

Effective Date: October 14, 2011
Welcome to komlimobile.com provided by Komli Media, Inc., a Delaware corporation. Publishers’ and Advertisers’ relationship with Komli Media, Inc. and use of the Komli Media, Inc. products, software, services and www.komlimobile.com(“the Site”) (collectively the “Services”) are subject to these Terms of Use ("TOU" or “this Agreement”).  Members of a third-party network utilizing the Services, may be subject to additional terms and conditions with respect to such network. Komli Media, Inc., its affiliates and subsidiaries (collectively “Komli” or “we” or “us” or “our” or other similar pronouns) may change the Terms of Use from time to time, at any time without notice to Publishers or Advertisers (“you”), by posting such changes on the Site. You are responsible for reviewing any applicable changes. Please read them carefully. 

Your continued access or use of the Site constitutes your acceptance of the changes or modifications. It is your responsibility to regularly check the Site to determine if there have been any changes to these Terms of Use. BY ACCESSING, USING, BROWSING, OR REGISTERING FOR SERVICES PROVIDED THROUGH THE SITE, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF USE. If you do not agree to these Terms of Use, you may not access or otherwise use the Site. If you breach any of the Terms of Use, your authorization to access or use this Site and Services offered through it may be terminated without notice by Komli. If you are an advertiser or publisher who registers to use the Site in connection with the placement of advertisements on publisher Web Sites, other terms and conditions will apply to you with respect to such use.

You may not use the Services and may not accept the Terms of Use if you are not of legal age to form a binding contract with Komli, under the age of 21, or you are a person barred from receiving the Services under the laws of the United States of America or India or other countries including the country in which you are resident or from which you use the Services.

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content.  Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States of America or India or the country in which you reside.

The Service
The Service enables a Publisher and an Advertiser to create, execute, and manage mobile advertising transactions.  Advertisements are viewed by individuals ("Viewers"), who access Advertisements via mobile-devices, komlimobile.com registered publishers, and advertisers. Komli is not involved in the actual transaction between an Advertiser and a Publisher, is not the agent of, and has no authority for or control over, or any liability relating to, either Advertisers or Publishers for any purpose. Any Publisher who uses the Service to sell and/or manage Advertisements, and any Advertiser who uses the Service to buy and/or manage Advertisements must accept the terms and conditions of this Agreement in full. By registering for and using the Service, you agree to be bound by all terms and conditions of this Agreement, and all policies and guidelines of the Service are incorporated herein by reference.

Registration
In order to use the Service, you must be an Account Holder. Account Holders may create Publisher or Advertiser accounts. Account Holders must provide the following information: name, a valid email address, company name, company address, phone number, and banking information/credit check where relevant.….

You are responsible for all usage or activity on your account management tools, including use of the account by any third party authorized by you to use your user name and password. You are advised to maintain the confidentiality of your account management password. You are responsible for ensuring that you exit from your account at the end of each session. You agree to immediately notify Komli in writing of any unauthorized use of your password or account or any other breach of security. If you are a Publisher, you are solely responsible for the usage and placement of AD Spaces on your Web Site(s).

In order to use the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form, and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Komli has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Komli has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

General Terms - Publisher

  1. A Publisher’s relationship with Komli is that of an independent contractor and/or customer. No employer-employee, agency, joint venture, franchise, sales representative or partnership relationship is created by this Agreement or by your use of the Service.
  2. Publisher is  solely responsible for the language, customization, and accuracy of the information (such as data, text, software, music, sound photographs, graphics, video, messages, goods, flash files, products, services or other materials) (“Content”) in your AD Spaces, and for all materials and Content related to the sale of advertising in your AD Spaces including, but not limited to: (a) the creation of AD Space descriptions; (b) the placement of AD Space into the relevant Site(s); (c) the acceptance or rejection of Advertisements submitted to your AD Spaces; (d) the accuracy and appropriateness of materials you post on your Site(s); (e) ensuring that Content published on your Site(s) does not violate or infringe upon the rights of any third party; and are not  defamatory, obscene, threatening, libelous, abusive, hateful, or illegal. Komli reserves the right to deactivate any AD Space at its sole discretion based on Content.
  3. Publisher, not Komli, is entirely responsible for all Content that you upload, post, transmit or otherwise make available via the Service. Komlidoes not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content.
  4. Publisher ads may not include or link to:

• Pornography, adult or mature content
• Violent content
• Content related to racial intolerance or advocacy against any individual, group or organization
• Excessive profanity
• Hacking/cracking content
• Gambling or casino-related content
• Illicit drugs and drug paraphernalia content
• Sales of beer or hard alcohol
• Sales of tobacco or tobacco-related products
• Sales of prescription drugs
• Sales of weapons or ammunition (e.g. firearms, firearm components, fighting knives, stun guns)
• Sales of products that are replicas or imitations of designer or other goods
• Sales or distribution of coursework or student essays
• Content regarding programs which compensate users for clicking ads or offers, performing searches, surfing websites or reading emails
• Any other content that is illegal, promotes illegal activity or infringes on the legal rights of others

  1. Publisher agrees to refrain from using any device, software, or routine to interfere or attempt to interfere with the proper working of the Service or any activities conducted on Komli's servers. Publisher agrees not to take any action that imposes an unreasonable or disproportionately large load on the Service infrastructure. Publisher agrees not to impede or interfere with others' use of the Service. Publisher further agrees not to alter or tamper with any information or materials on or associated with the Service.
  2. Publisher may not select or use a user name or AD Space name with the intent to impersonate another person, company or entity, nor use a name subject to the rights, including intellectual property rights, of any person other than Publisher without written authorization, nor use a user name that Komli, in its sole discretion, deems offensive.
  3. Publisher will not send unsolicited material ("spam") to attract Viewers or Advertisers to any AD Space or to any Advertisements.
  4. In accordance with these General Terms for Publisher, Publisher will have the right to approve or reject each submitted Advertisement, or to set one or more default "permissions" for the acceptance or rejection of Advertisements. Komli reserves the right to approve on Publisher's behalf any Advertisement submission by Advertiser. Advertiser may cancel pending Advertisements. No payment is due to Publisher on canceled or rejected ads, regardless of the time and method of rejection or cancellation.
  5. Publisher acknowledges that Komli may establish general practices and limits concerning use of the Service, including without limitation the maximum number and type(s) of Advertisements that can be placed into an AD Space, the maximum number of times (and the maximum duration for which) Publisher may access the Service in a given period of time, and the minimum traffic and response rates generated with respect to Publisher's Site(s) and AD Spaces. Publisher further acknowledge that Komli reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
  6. Komlimakes no guarantee regarding the quality or quantity of Advertisers or ad revenues that can be delivered to Publisher.
  7. Komli handles payment for Advertisements submitted and provides Publishers an online summary of the activity on their Ad Spaces. Charges shall be calculated solely based on records maintained by Komli. No other measurements or statistics of any kind shall be accepted by Komli or have any effect under this Agreement.
  8. Publisher agrees to pay any applicable charges under this Agreement, including any applicable taxes or charges imposed by any government body or authority, whether by any statute or otherwise, including but not limited to income tax, social security and/or welfare obligations, withholding tax of any nature whatsoever, sales tax, service tax, Value Added Tax (VAT), GST, Harmonized Sales Tax (HST) and use tax if applicable. Publisher also agrees that Komli is not obligated to determine whether any taxes apply on any Advertising sales and is not responsible to collect, report, or remit any sales or use taxes arising from any such transaction.
  9. Komli will pay you by check, wire or via PayPal. Accrued credits of $100.00 USD or above during any 45-day period corresponding with the monthly anniversary of your account formation date shall be paid on a net 60 basis, provided that payment from Advertiser has been received by Komli. No payments will be made until accrued credits equal at least $100.00 USD.If this Agreement is terminated by Komli or you, Komli will pay you the balance of your earnings within ninety (90) days after termination of the Agreement. Notwithstanding the foregoing, if Publisher’s Account is terminated due a violation of the TOU or privacy policy,Komli shall be entitled to withhold all or any portion of payment due to Publisher.
  10. If you do not cash or deposit your check within its expiry period, you forfeit the entire amount and the payment is canceled.
  11. In the event Komli makes a good faith determination that Publisher has engaged in click fraud, impression fraud, running advertising on inappropriate content or any other similar activity or has breached its duties under this TOU, Komli shall have the right to (a) immediately terminate Publisher's Account, (b) withhold any amounts due and owing to Publisher, and (c) take any other appropriate actions to remedy the situation.Komli will inform Publisher of termination of its Account if, and only if, Publisher has provided a valid email address when registering with komlimobile.com.
  12. Komli is not responsible for any malware or other unauthorized code included as part of the marketing collateral associated with advertising campaigns. Komli reserves the right to immediately suspend any advertising campaign that contains such malware or unauthorized code.

General Terms – Advertiser

  1. The Service is available to any Advertiser who registers with the Service, provides all the required information, and pays for the advertising submitted ("Advertisement") in the manner required by theseGeneral Terms for Advertiser.
  2. Advertiser shall be liable for all charges that accrue based on the Advertisements and other services actually purchased. All prices and charges listed by Publisher/Komli or entered by Advertiser (including, but not limited to, Maximum Bid, Daily Budget, etc.) are exclusive of Value Added Tax (VAT) and any pertinent taxes unless stated otherwise. Advertiser agrees to pay all applicable charges under this Agreement, including VAT and any other applicable taxes or charges imposed by any government body or authority. Komli provides tracking tools, and in the event of any dispute in the running of an Advertisement, the number of impressions, click-through or transaction on any Advertisement, Advertiser hereby agrees that the tracking metrics provided by Komli shall be the official tracking metrics for resolving the dispute.
  3. Komli is not responsible for the content of the Advertisements managed under the Service. Komli does not review Advertisements before they are displayed, and does not verify, endorse, or otherwise take responsibility for the contents of any Advertisements. Komli reserves the right to remove from its servers any Advertisement which it determines to be in violation of these Terms of Use.
  4. Advertisments may not include or link to:

• Pornography, adult or mature content
• Violent content
• Content related to racial intolerance or advocacy against any individual, group or organization
• Excessive profanity
• Hacking/cracking content
• Gambling or casino-related content
• Illicit drugs and drug paraphernalia content
• Sales of beer or hard alcohol
• Sales of tobacco or tobacco-related products
• Sales of prescription drugs
• Sales of weapons or ammunition (e.g. firearms, firearm components, fighting knives, stun guns)
• Sales of products that are replicas or imitations of designer or other goods
• Sales or distribution of coursework or student essays
• Content regarding programs which compensate users for clicking ads or offers, performing searches, surfing websites or reading emails
• Any other content that is illegal, promotes illegal activity or infringes on the legal rights of others

  1. Komli is not responsible for any malware or other unauthorized code included as part of the marketing collateral associated with advertising campaigns. Komli reserves the right to immediately suspend any advertising campaign that contains such malware or unauthorized code.
  2. Komli does not pre-screen Content, but it reserves the right (but not the obligation)  inits sole discretion, to refuse, reject, or remove any Advertisement without notice to Advertiser. The sole liability of Komli to Advertiser for removal of any Advertisement is limited to a refund of any fees paid for Advertisements that have not yet run, if any. No liability of Komli shall result from any such decision. Notwithstanding the foregoing, Publisher cannot remove an Advertisement that was purchased on a sponsorship basis and still has time to run.
  3. Payments are to be made via Check, Wire or PayPal to the account designated by Komli. If an Advertisement is not accepted, Komli or its designees shall return the fee paid upon submission of the Advertisement to Advertiser via either 1) the PayPal system to the PayPal account Advertiser used for payment, or 2) bank wire, bank transfer, or 3) by mailing Advertiser a check to the postal address registered with Komli. If a refund is not claimed within a 90-day time period, Advertiser forfeits the entire amount and the payment is canceled. Any check not cashed within its expiry period will be forfeited and the payment is canceled. Other than as specifically described above, all fees paid for Advertisements are nonrefundable.
  4. Advertiser may not use the Service, (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, including any information that personally identifies any consumer, or (c) that is defamatory, obscene, threatening, libelous, abusive, hateful or otherwise illegal, or (d) any data that is personally identifiable information, including but not limited to an individual's name, mailing address, phone number, or e-mail address. Komli reserves the right to restrict, suspend, or terminate Advertiser's access to all or any part of the Service at any time, for any or no reason, with or without prior notice, and without liability.
  5. Advertiser agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any activities conducted on Komli's servers. Advertiser agrees not to take any action that imposes an unreasonable or disproportionately large load on the Service's hardware, bandwidth or software. Advertiser agrees not to impede or interfere with others' use of the Service. Advertiser further agrees not to alter or tamper with any information or materials on or associated with the Service.
  6. By submitting an Advertisement to the Service, the Advertiser grants Komli a perpetual, irrevocable, world-wide, and non-exclusive license to reproduce, publish, display and distribute, without additional charge, the Advertisement on any of the Komli sites or in any Komli collateral materials, including but not limited to www.komli.com. In addition, Advertiser hereby agrees that Publisher and Komli may display Advertiser's Advertisements, free of charge, on other sites maintained by Publisher or by Komli. If you wish to opt out from providing Komli such additional rights, please contact Komli by sending an email to support [at] komlimobile dot com
  7. By submitting an Advertisement to the Service, Advertiser represents and warrants that it is the owner of all patent, copyright, mask work, trademark, service mark, and any and all other proprietary rights and interests therein. Advertiser hereby grants Publisher, Komli and their designees perpetual, irrevocable, world-wide, royalty-free, and non-exclusive license to communicate such works to the public, perform and display the content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of this Agreement for the purpose of providing the Service and posting the Advertisement as described in this Agreement. Advertiser also permits any Viewer to access, display, view, store and reproduce such content. Subject to the foregoing, the Advertiser retains any and all ownership rights that may exist in its Advertisements.
  8. Advertiser hereby represents and warrants that Advertiser is authorized to publish Advertisements and further represents that the contents are not unlawful, do not infringe the rights of any person or entity and that the Advertiser has obtained all necessary permission or releases to display the Advertisement.
  9. Company makes no guarantee regarding the level of impressions of or clicks on any Advertisement, or the timing of delivery of such impressions and/or clicks.
  10. Advertiser acknowledges and agrees that Publisher or its designees may preserve Advertiser Content and may also disclose Advertisements if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Use; (c) respond to claims that any Advertisement violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Komli, Publisher, Viewers and the public.
  11. Advertiser further represents and warrants that all AD Spaces from web sites, landing pages, applications, or services delivered to Komliare in compliance with all laws and regulations of any state or country to which the Advertiser has targeted the ad. Advertiser also represents and warrants that advertisements displayedon web sites, landing pages, applications, or services delivered to Komli, do not breach and have not breached any duty toward or rights of any person or entity and is not false, misleading, defamatory, obscene, libelous, slanderous, threatening, abusive, hateful or otherwise illegal.  Advertiser is solely and fully responsible for any noncompliance or breach of duty.
  12. Advertiser further acknowledges that Publisher and Komli, their affiliates and third-party service providers act as a passive conduit for the online distribution and publication of Advertiser-submitted information and have no obligation to screen communications or information in advance and are not responsible for screening or monitoring material posted by Viewers. Publisher, Komli, their affiliates and third-party service providers do not warrant or make any representations regarding the use or the results of the use of the materials posted in terms of their correctness, accuracy, timeliness, reliability or otherwise.

International Use
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content.  Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States of America or India or the country in which you reside.

Intellectual Property

  1. All Advertisements uploaded to the Service by Advertiser including, without limitation, all intellectual property rights in the same, shall remain Advertiser's sole and exclusive property.
  2. All Publisher content uploaded to the Service ("Publisher Content") including, without limitation, patent, copyright, mask work, trademark, service mark, and any and all other intellectual property rights and interests therein in the same, shall remain Publisher's sole and exclusive property. Notwithstanding the foregoing, Publisher hereby grants Komli (and, including without limitation, Komli's content and syndication partners) a non-exclusive, perpetual, royalty-free, worldwide license to use Publisher Content for the purpose of promoting the sale of Advertisements on Publisher's Web Site(s), and for other legitimate Komli purposes. In addition, Komli may retain and use for its own purposes any Publisher Content that Komli aggregates (i.e., renders in a form such that no Publisher Content is attributable to a specific Publisher), and share such information about Publishers with advertisers and business partners, including syndication partners, sponsors, and other third parties.
  3. All software, equipment, data, information and materials, developed or provided by Komli or its suppliers under this Agreement or used by Komli to provide the Service, including all intellectual property rights in the same, shall remain the sole and exclusive property of Komli or its suppliers, as the case may be.
  4. You agree not to modify, reproduce, duplicate, copy, rent, lease, loan, sell, resell or exploit, distribute or create derivative works based on any portion of the Service or the Software, in whole or in part without the express written permission by Komli.
  5. You acknowledge and agree that Komli may preserve Publisher Content or Advertisements for a period of up to five (5) years or more as may be needed under law, and may also disclose the same if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Use; (c) respond to claims that any such Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Komli, its Advertisers, Viewers and the public. Nothing in this Agreement requires Komli to preserve Publisher Content or Advertisements.
  6. Unless you have been expressly authorized to do so in writing by Komli, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
  7. Nothing in the TOU gives you a right to use any of Komli’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

Copyright and Trademark Policy

(A) Copyright Complaints
Komli respects the intellectual property of others.  If you believe that your work has been copied in a way that constitutes copyright infringement, please follow our Notice and Procedure for Making Claims of Copyright Infringement set forth below.

(B) Notice and Procedure for Making Claims of Copyright Infringement
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Komli’s copyright agent the written information specified below.  Please note that this procedure is exclusively for notifying Komli that your copyrighted material has been infringed.

Komli’s Copyright Agent for notice of claims of copyright infringement on its website can be reached as follows:

Copyright Agent:
Komli, Inc. Legal Department
901 Marshall Street, Suite 100
Redwood City, CA 94063
USA
phone: +1 (650) 521 5288
e-mail: copyright@komlimedia.com

Courier address:
Komli, Inc. Legal Department
901 Marshall Street, Suite 100
Redwood City, CA 94063
USA