These terms and conditions (Hereinafter referred to as the “Agreement”) are executed by and between PD Avenue Marketing Private Limited (Hereinafter referred to as the “Playtime Ads”), a company incorporated under the Companies Act, 2013, having its registered office at Pragati IT Park, A 702, VIP circle, opposite Gajera School, Samtanagar, Mota Varachha, Surat, Gujarat 394105, and You.
If you represent an entity or organization, this Agreement extends to that entity or organization, hereinafter referred to as "you," "your," or "Publisher")
Playtime Ads provides a mobile application marketing advertising network platform (Hereinafter referred to as the “Playtime Ads Platform”) for the users (Hereinafter referred to as the “End Users”) to access certain software for serving advertisements, interactive features, or advertising content (Hereinafter referred to as the “Advertisements”) to the end users of the Publisher’s proprietary mobile application (Hereinafter referred to as the “Publisher Application”)
The delivery of Advertisements by the Playtime Ads through the Publisher Application in accordance with this Agreement shall be referred to as the “Services.”
For the valuable consideration stated in this Agreement and with mutual consent, both you and Playtime Ads are individually referred to as a "Party" and collectively as the "Parties."
In this Agreement, unless the context otherwise requires, the terms shall have the meanings attributed to them herein. All definitions shall apply in their singular or plural forms, as the context may require.
Playtime Ads reserves the right to update the Playtime Ads Platform and its Services at any time, with or without prior notice, by making these updates accessible through the Playtime Ads Platform.
Moreover, Playtime Ads reserves the right to amend this Agreement at its discretion. Any alterations to this Agreement will be communicated to you by posting them on the Playtime Ads Platform or through a notification on the Playtime Ads Platform.
These changes will become effective immediately upon being posted on the Playtime Ads Platform or upon delivery of such notification through the Playtime Ads Platform.
If you do not agree with any of these modifications, you can terminate this Agreement, as detailed below. Nevertheless, by continuing to utilize the Playtime Ads Platform or any Services after being notified or after the updated Agreement has been posted, it is deemed that you have accepted all the modifications.
To utilize the Services, you must create an account (Hereinafter referred to as the "Account") on the Playtime Ads Platform. Playtime Ads retains the right to approve or reject requests for Account creation. Organizations can authorize designated employees to use the Services through the Account, while individuals can be the sole users. Each Account ID is personal, and only authorized individuals must use it.
(i) the information provided will be precise, comprehensive, and current;
(ii) you will promptly update this data to maintain its accuracy, completeness, and timeliness; and
(iii) you will refrain from presenting information from others or organizations that intend to impersonate them.
You are accountable for all activities on your Account, whether sanctioned or not, and compliance with the Agreement. Safeguarding each Account ID's security is crucial, and any breach should be reported immediately. All actions and obligations related to the Account are your responsibility.
The individual establishing the Account (Hereinafter referred to as the "Account Authority") holds control. The Account Authority manages decisions regarding the Account, including adding or removing the End Users and resolving disputes through specified procedures. Playtime Ads reserves the right to suspend or terminate Accounts in case of disputes over the Account Authority.
Based on this Agreement, Playtime Ads grants you a limited license to access and utilize the Services for displaying Advertisements on a Publisher Application under your control. The license is non-exclusive, non-sublicensable, and non-transferable.
Playtime Ads has the sole discretion to determine the scope of Services and available Advertisements and the authority to modify, replace, or make any changes to the Service without prior notice. Monitoring Advertisements is not Playtime Ads' obligation.
You must display Advertisements on the Publisher Application in compliance with the Agreement, including placement requirements and technical specifications provided by Playtime Ads. Any alterations to the content, text, or appearance of the Advertisements must receive prior written approval from Playtime Ads.
On Playtime Ads, you can access specific Advertisements through the Services. Additional terms may govern your utilization of these Advertisements agreed upon with Playtime Ads.
If no separate Agreement exists regarding the Advertisements, you are granted a limited license to view them exclusively through the Services on the Playtime Ads Platform. To use the Advertisements beyond the scope outlined in this section, you must engage with Playtime Ads to secure additional rights.
By using Playtime Ads, you consent to the following:
(i) Playtime Ads may feature your Publisher Application in various marketing materials and promotional campaigns, such as newsletters, case studies, and press releases; and
(ii) Playtime Ads can identify you as an End User of the Services.
To support these endeavors, you provide us with a limited, worldwide, non-exclusive license to utilize your trademarks, trade names, and associated logos ("Publisher Marks") solely for conducting the described marketing and promotional activities. You retain all rights not explicitly granted in this Agreement. Playtime Ads will not use the Publisher Marks, wholly or partially, in any unauthorized manner without your written approval.
The Publisher may use and access the Playtime Ads Platform, Services, and Advertisements as this Agreement outlines. Playtime Ads and its third-party providers retain all intellectual property rights, including any modifications, enhancements, or new versions associated with the Playtime Ads Platform, Services, and Advertisements. The Publishers Marks displayed within the platform are the property of Playtime Ads and its advertisers. Using these Publisher Marks requires Playtime Ads' written consent except for the granted rights.
The Services may incorporate third-party Software subject to additional third-party licenses. Any third-party Software without specific licenses falls under this Agreement, making the software owners third-party beneficiaries.
Except for the sections owned by Playtime Ads, the Publisher retains all rights to the Publisher Application and Publisher Marks, including any enhancements or updates. The Publisher and any third-party providers reserve all rights not explicitly granted in this Agreement.
Playtime Ads is not obligated to provide Updates, correct errors, or offer maintenance for the Services. However, Playtime Ads' updates are considered part of the Services under this Agreement, requiring discontinuation of prior versions upon update receipt.
For this Agreement, Intellectual Property Rights encompass all rights protecting intangible property globally, including copyrights, trademarks, trade secrets, patents, and more.
You must not and must ensure that no third party:
You acknowledge that Playtime Ads owns the Playtime Ads Platform, Services, Advertisements, and all associated hardware, software, and technology (Hereinafter referred to as the "Technology"), which contain valuable proprietary information. Therefore, unless explicitly allowed in this Agreement, you must not, and must prevent any third party from:
The Publisher
The Publisher will prominently showcase a privacy statement on its Networks that meets or surpasses legal requirements. The Publisher and any third party, such as advertisers within the Publisher Network, will adhere to Playtime Ads' Privacy Policy, subject to periodic updates.
The Publishers must provide notice to users and obtain legally sufficient consent where necessary regarding the scope of data collection, use, sharing, or other processing for personalized advertising purposes by Playtime Ads, including device identifiers, location information, and demographic and interest data. Publishers must obtain affirmative consent for the collection and sharing of location data with Playtime Ads.
(i) Names or images of individuals featured within the application,
(ii) Any Publisher Marks, copyrighted material, or representations of trademarked or service-marked goods or services and
(iii) Any endorsements or testimonials contained in the Publisher Application.
You declare and assure that
(i) Encourages criminal conduct or could result in civil liability;
(ii) Violates applicable laws or the policies of Google or other concerning Publishers;
(iii) Is considered harmful, misleading, deceptive, fraudulent, unfair, immoral, indecent, pornographic, obscene, sexually explicit, excessively profane, racist, ethnically offensive, threatening, excessively violent, defamatory, hate speech, gambling-related, discriminatory, involves malware, illegal drugs or arms trafficking, alcohol, tobacco, prescription drugs, or weapons.
(i) Pornographic material or material appealing to prurient interests.
(ii) Racial, ethnic, political, or hate-driven content.
(iii) Illegal investment, money-making opportunities, or advice.
(iv) Gratuitous violence or profanity.
(v) Material that defames, misrepresents, abuses, or threatens others.
(vi) Promotion of illegal substances or activities.
(vii) Software piracy.
(viii) Obscenity, spoofing, redirecting, or trafficking from adult-related websites.
(ix) Infringement or violation of patents, copyrights, trademarks, service marks, rights of publicity, privacy rights, moral rights, music performance rights, or other third-party rights.
(x) Any illegal activity.
(xi) Links to any affiliate networks.
(i) High click-through rates without valid reasons.
(ii) The sole use of click/lead programs without sustainable traffic evidence.
(iii) Fraudulent leads per advertisers.
(iv) Unauthorized incentive use for clicks/leads.
(v) Submission of leads from unauthorized sources.
(vi) Use of fake redirects or automated software for fraud.
Failure to compensate End Users for interacting with Advertisements or commercial content as outlined by Playtime Ads, or failing to provide the incentives or benefits stated in the Playtime Ads, will constitute a violation of this Agreement by you.
You must adhere to all the relevant laws, like data privacy rules, when handling End Users' personal info. Your app must have a privacy policy that meets all laws and clearly tells users:
The Publisher will set up the Playtime Ads software on the Networks to guarantee that the Advertisements displayed are visible on the Network. The Publisher will adhere to Playtime Ads' technical approval procedure for identifying Ad Assets or additional placements, given that the Publisher receives adequate and precise written notice.
By this Agreement, Playtime Ads grants the Publisher the right and license to utilize its proprietary tools for soliciting Advertisements, displaying Ads on its Network, and monitoring and reporting on the displayed Ads.
Playtime Ads empowers Publishers to conduct cross-promotion campaigns and display Advertisements on the Publisher’s Network through their sales channels. Publishers have full autonomy to sell Advertisements based on their preferred cost model.
Initially, a fixed number of monthly branded sessions will incur no additional charges; beyond this limit, charges will apply. The Publisher will receive information about the branded sessions and related fees via email. Playtime Ads is responsible for notifying the Publisher about the monthly allocation of free Branded Sessions and any modifications in charges.
Playtime Ads transparently provides detailed daily records to the Publishers through a user interface dashboard. It allows monitoring of content, price, and volume of paid Advertising per Network. Reports include Advertising Sales Revenue for a clear performance overview, following confidentiality obligations in the Agreement.
Playtime Ads will make efforts to solicit and sell Advertising to Advertisers on the Publisher Networks at prices determined by Playtime Ads at its discretion, following the rights, licenses, and privileges granted to Playtime Ads. Playtime Ads will also promptly implement any decision by the Publisher to reject or block specific categories or domains of Advertising as outlined in this Agreement.
Unless explicitly stated in Section 11, the Playtime Ads Platform, Services, and Advertisements are provided "AS IS" without warranties. Playtime Ads disclaims all other warranties, whether oral or written, arising by law or otherwise, regarding this Agreement or the Playtime Ads Platform, Services, and Advertisements. This disclaimer covers implied warranties of merchantability, fitness for a specific purpose, title, or non-infringement. Playtime Ads does not guarantee the accuracy, completeness, or currentness of the Platform, Services, and Advertisements, their suitability for your needs, or uninterrupted error-free operation. While Playtime Ads provides content as a service, accuracy is not assured. Playtime Ads also reserves the right to modify certain content aspects unilaterally, including watermarking and dimensions.
In certain circumstances, Playtime Ads is not under obligation to make any payment to you, notably if you breach the terms of this Agreement or violate any applicable laws. Playtime Ads reserves the right to withhold or offset the relevant payment due to you or any previously received payment based on such breaches, as determined at Playtime Ads' sole discretion.
Your account includes a Dashboard for accessing reports on impressions, clicks, rates, and estimated payments. The Dashboard is provided solely for your convenience, with Playtime Ads not liable for any temporary unavailability or inaccuracies. Playtime Ads reserves the right to modify how Reports, including payment calculations, are generated without prior notice. It's essential to note that the Dashboard Reports (Hereinafter referred to as the “Reports’) are deemed part of Playtime Ads' Confidential Information.
Payment calculations will align with the Dashboard metrics derived from Playtime Ads' tracking and reporting on the Playtime Ads Platform. These calculations will be adjusted for any credits or chargebacks communicated by Playtime Ads. Unless stated otherwise, invoice will be created on 15th of next month and payment will be disbursed within 30 days after invoice creation, via electronic funds transfer.
If you wish to contest the payment calculation, you must submit a written dispute notice to Playtime Ads within 7 days of invoice creation. You can check invoinces in Payments section of publisher panel. Failure to submit this notice within the specified timeframe will imply your acceptance of the calculations. Both parties will then collaborate in good faith to resolve any disputes.
You are accountable for settling all applicable taxes, including value-added taxes and import duties, imposed by governmental authorities on your payments. Additionally, you agree to reimburse Playtime Ads for any payment subject to chargebacks or fees incurred post-delivery.
Playtime Ads and its third-party providers shall not be liable for any indirect, consequential, exemplary, punitive, or incidental damages, including, without limitation, lost revenue or profits, lost opportunities, or loss of data or access to data arising from or related to this Agreement or the Playtime Ads Platform, Services, and Advertisements, even if Playtime Ads has been advised of the possibility of such damages. Your use of and access to the Playtime Ads Platform, Services, and Advertisements are solely at your own risk.
You must indemnify, defend, and protect Playtime Ads, its third-party providers, subsidiaries, affiliates, and subcontractors, along with their owners, officers, directors, employees, and agents, against all direct or indirect claims, damages, losses, liabilities, expenses, and costs (including reasonable legal fees) that arise from:
Playtime Ads will inform you of any such claim or accusation, and Playtime Ads retains the right to defend such claims at its own cost.
This Agreement starts on the Effective Date and continues until terminated. Either party can end it with a five-day notice. Playtime Ads may halt access to the Platform or Services if you violate the Agreement.
Upon termination:
Advertisements will be inaccessible post-termination. Playtime Ads isn't liable for closure and may not maintain your data after termination.
At the request of Playtime Ads, you must provide assurances that you are utilizing the Playtime Ads Platform, Services, and Advertisements as per the terms of this Agreement. Playtime Ads reserves the right to examine your records, accounts, and relevant books concerning using the Playtime Ads Platform, Services, and Advertisements to verify adherence to this Agreement.
The Playtime Ads Platform and Services may contain confidential and proprietary information of Playtime Ads, which any reasonable individual would identify as confidential or proprietary considering the circumstances (Hereinafter referred to as the"Confidential Information").
You are prohibited from utilizing Confidential Information for any unauthorized purpose under this Agreement and should only reveal it to your employees and authorized sublicensees necessary for the Agreement's purposes, all of whom are obligated by a confidentiality duty at least as stringent as yours.
It is your responsibility to safeguard Confidential Information from unauthorized use, access, or disclosure through reasonable care, akin to how you protect your confidential information.
You cannot assign this Agreement without Playtime Ads' prior written consent, covering both operations of law and contractual assignments. Any unauthorized assignment is void.
Under this Agreement, the Parties remain independent contractors without creating an agency, partnership, or joint venture relationship. Neither party represents the other legally.
This Agreement is governed by the Companies Act, 2013, and any other applicable law. Legal actions must be brought in the National Company Law Tribunal or other tribunals, as the case may be, with both Parties consenting to their jurisdiction and venue.
Neither Party is liable for performance delays due to uncontrollable circumstances.
Written waivers are mandatory under this Agreement. Failing to enforce a provision on one occasion does not constitute a waiver for any other occasion or provision within this Agreement.