InMobi CMP Terms of Service
Last Updated: August 25, 2023
Please read these Terms of Service (this "Agreement"), our DPA (as defined below) and our Privacy Policy https://www.inmobi.com/privacy-policy/ carefully because they govern your use of InMobi CMP (the "Solution"), a consent management platform, made available by InMobi Pte Ltd. ("InMobi" or "we").
This Agreement is a legally binding contract between you and InMobi for the Solution. YOU ARE AN INDIVIDUAL ACCESSING OR USING THE SOLUTION ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN "ORGANIZATION"), THEN YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. References to "you", "your" or "Customer" in this Agreement will refer to both the individual using the Solution and to any such Organization.
InMobi reserves the right to modify this Agreement from time to time. We may notify you of such changes by any reasonable means, including by posting the revised version of this Agreement on this website. You can determine when we last changed this Agreement by referring to the “LAST UPDATED” legend above. If you do not accept the changes to this Agreement, you must stop using the Solution. Your continued use of the Solution following any changes to this Agreement will constitute your acceptance of those changes. Any such changes will not apply to any dispute between you and InMobi arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. We also reserve the right, in our sole discretion, to modify or discontinue any part or all of the Solution at any time, for any or no reason, with or without notice.
1. Certain Definitions.
"Applicable Privacy Laws" means the GDPR and the CCPA.
"CCPA" means California Civil Code Sec. 1798.100 et seq. (also known as the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 or "CPRA").
"CMP Tag" means the particular JavaScript code or SDK provided to Customer by or on behalf of InMobi and embeddable on web pages or apps for implementation of the Solution, together with any fixes, updates, and upgrades provided to Customer. For clarity, the CMP Tag and any fixes, updates, and upgrades constitute part of the Solution.
"DPA" means the InMobi Consent Management Platform Data Protection Agreement available at https://www.inmobi.com/cmp-dpa.
"EU GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
"GDPR" means, as applicable: (a) the EU GDPR; and/or (b) the UK GDPR.
"IAB Privacy Frameworks" means the IAB Europe Transparency and Consent Framework and the IAB CCPA Compliance Framework.
"Personal Data" has the same meaning as “personal data” or “personal information” under Applicable Privacy Laws.
"UK GDPR" means the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018, if in force.
2. InMobi Transparency and Consent Management Platform.
a. Solution. InMobi or its service providers will provide Customer with the CMP Tag and the technical guide for the Solution (the "Technical Guide") in order for Customer to implement the Solution. The Solution enables operators of websites, apps or other digital properties to display a user interface to end users, including selectively by geographic information inferred from an end user’s Internet Protocol address to: (i) provide information to end users about how their Personal Data is processed in accordance with the IAB Europe Transparency and Consent Framework; (ii) allow end users to consent, refuse or withdraw consent and/or object to the processing of their Personal Data in accordance with the IAB Europe Transparency and Consent Framework; and (iii) allow end users to opt out of the sale of their Personal Data in accordance with the IAB CCPA Compliance Framework. The Solution further enables operators websites, apps and other digital properties to store end users’ privacy preferences and transmit stored privacy preferences in accordance with the IAB Europe Transparency and Consent Framework or IAB CCPA Compliance Framework, as applicable.
b. DPA. The terms of the DPA are hereby incorporated by reference and will apply to the extent any of your data includes Personal Data.
c. Customer's Obligations and Representations. While using the Solution, Customer will comply with all applicable laws, rules and regulations. Customer agrees, represents and warrants to InMobi that Customer: (i) has all rights, approvals, and consents necessary to implement the Solution on websites, apps, and other digital properties; (ii) will implement the CMP Tag only as described in the Technical Guide and the terms and conditions of this Agreement and update the CMP Tag when InMobi notifies Customer of any fixes, updates, and upgrades; (iii) will not interfere, attempt to interfere with or disrupt the operation of the Solution or the servers or networks used to make the Solution available; (iv) will not delete, or in any manner alter, the copyright, trademark, or other proprietary rights notices appearing on the Solution or materials provided by or on behalf of InMobi; (v) will not reverse engineer, decompile or disassemble any portion of the Solution, including any CMP Tag, except where such restriction is expressly prohibited by applicable law; and (vi) will not, without InMobi’s express prior written consent, reproduce, duplicate, download, host on Customer’s own servers, modify, adapt, translate, create derivative works of, sell, resell, lease, loan, timeshare, license, sublicense or otherwise exploit any portion of, use of or access to the Solution, the Technical Guide ,, services, software, instruction manuals or other documentation made available to Customer by or on behalf of InMobi (collectively, the "InMobi Technology"), including to develop or assist in developing a product or service competitive with the Solution.
3. Indemnity. To the fullest extent permitted under applicable law, Customer agrees to defend, indemnify, and hold InMobi and its officers, directors, employees, shareholders and agents harmless from any claims, disputes, demands, judgments, damages, losses, liabilities, fines, costs or expenses (including reasonable attorneys' fees) arising out of or in any way connected with: (a) Customer’s access to and use of the Solution; and (b) Customer's breach of this Agreement. InMobi will have no obligation or liability hereunder where the claim results from any combination with, addition to, or modification of the CMP Tag. Where pursuant to Article 82(4) of the GDPR, InMobi is found to be liable for the entire damage arising from a breach or breaches of the GDPR relating to activities under this Agreement, in order to ensure effective compensation of one or more individuals, then Customer will indemnify InMobi for all claims, demands, loss, damages, or expenses (including reasonable attorneys' fees) relating to any breaches of GDPR for which Customer is wholly or partly responsible. All compensation paid to a data subject pursuant to Article 82(4) of the GDPR by InMobi which is wholly or partly attributable to GDPR breaches by Customer will be repaid pursuant to this indemnity and Article 82(5) immediately on receipt of a written request from InMobi pursuant to this Section 3.
4. Warranty Disclaimer. THE SOLUTION IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, INMOBI EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. FURTHER, INMOBI MAKES NO WARRANTY THAT THE SOLUTION OR ANY OF ITS COMPONENT FEATURES AND FUNCTIONALITIES, INCLUDING THE CMP TAG, WILL (a) BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS; (b) NOT CAUSE ANY LATENCY OR PROCESSING DELAYS; (c) MEET ANY LEGAL REQUIREMENTS AROUND CONSENT OR DATA PROTECTION, OR (d) MEET CUSTOMERS EXPECTATIONS OR REQUIREMENTS. THE FOREGOING DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED A BASIS FOR ENABLING INMOBI TO OFFER THE SOLUTION TO CUSTOMER. SOME JURISDICTIONS DO NOT ALLOW DISCLAIMERS OF CERTAIN WARRANTIES SO THIS DISCLAIMER MAY NOT APPLY TO CUSTOMER IN FULL.
5. Termination. Unless otherwise terminated as set forth herein, this Agreement will remain in full force and effect while Customer has access to the Solution. Customer may terminate this Agreement by removing the CMP Tag from Customer's websites, apps or other digital properties, as applicable, or notifying InMobi, in writing, of Customer’s termination of this Agreement, which may be done at any time. InMobi may suspend or terminate Customer's access to and use of the Solution or terminate this Agreement, at InMobi's sole discretion at any time, for any reason or no reason and without any liability to Customer or any third party. Upon any termination, discontinuation or cancellation of the Solution, Sections 2(c), 3, 4, 5, and 7 to 11 will survive.
6. Feedback. We welcome feedback, comments and suggestions for improvements to the Solution ("Feedback"). If you choose to submit Feedback, you grant to InMobi a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense (through multiple tiers), under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
7. Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER INMOBI NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SOLUTION WILL BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SOLUTION, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT INMOBI OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.THESE LIMITATIONS FORMED A BASIS FOR ENABLING INMOBI TO OFFER THE SOLUTION TO CUSTOMER.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT WILL INMOBI’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SOLUTION EXCEED TWO HUNDRED FIFTY U.S. DOLLARS (U.S. $250.00).
FURTHER, INMOBI ASSUMES NO LIABILITY (a) ON BEHALF OF CUSTOMER, ANY OF CUSTOMER’S SERVICE PROVIDERS OR OTHER VENDORS, OR ANY PARTY ACTING IN RELIANCE ON THE SOLUTION OR CUSTOMER’S USE THEREOF, OR (b) IF CUSTOMER OR ANY OF CUSTOMER’S SERVICE PROVIDERS OR OTHER VENDORS OR ANY OTHER THIRD PARTIES BYPASS OR OTHERWISE INTERFERE WITH THE TECHNICAL RESTRICTIONS INCLUDED IN THE SOLUTION AS PROVIDED BY OR ON BEHALF OF INMOBI.
8. Reservation of Rights. InMobi and its licensors exclusively own all right, title and interest in and to the InMobi Technology, including all associated intellectual property rights. You acknowledge that the InMobi Technology is protected by copyright, patent, trademark, trade secret and other laws of the United States and foreign countries.
9. Notices. All notices or other communications to InMobi from Customer under this Agreement will be deemed given only when received by hand delivery, electronic mail, or prepaid first class mail, at the address below or any other address provided by InMobi to Customer for these purposes.
InMobi Pte Ltd.
160 Robinson Road, #20-03 SBF Business Center,
Singapore - 068914
Attn: Legal Department
Any notices or other communications provided by InMobi to Customer under this Agreement will be given: (i) via email; or (ii) by posting to the Solution. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
10. Miscellaneous. This Agreement constitutes the entire Agreement between the parties with respect to the Solution and supersedes all previous and contemporaneous agreements, proposals, and communications, written or oral, between InMobi and Customer with respect thereto. InMobi’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of InMobi. If any parts or provisions of this Agreement are held to be unenforceable, then Customer and InMobi agree that such parts or provisions will be given maximum permissible force and effect and the remainder of the Agreement will be fully enforceable. Customer and InMobi agree that there are no third party beneficiaries of any promises, obligations, or representations made by InMobi. Customer may not assign or transfer this Agreement, by operation or law or otherwise, without InMobi’s prior written consent, except in connection with a merger, reorganization or sale of all or substantially all of Customer’s assets relating to this Agreement. Any attempt by Customer to assign or transfer this Agreement in violation of the foregoing, will be null and void. InMobi may freely assign or transfer all or any part of this Agreement without restriction. Nothing in this Agreement will constitute a partnership or joint venture between Customer and InMobi. This Agreement is drafted in the English language. Any translation into another language is provided for convenience only. In the event of any inconsistency between the English language version and any translation, the English language version will prevail.
11. Choice of Law and Venue. This Agreement and any dispute relating thereto will be governed by the laws of San Francisco, California, without regard to its conflict of laws provisions, and Customer and InMobi consent and agree that jurisdiction, proper venue, and the most convenient forum for all claims, actions, and proceedings of any kind relating to this Agreement will be exclusively in courts located in San Francisco.