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The compensation payable to you shall be based on a percentage of the Net Revenue (“Net Revenue Share”). Net Revenue Share is determined dynamically for each impression and is based on terms negotiated programmatically between Appodeal and the advertiser. Payments will be calculated solely based on records maintained by Appodeal, and no other measurements or statistics of any kind will be accepted or have any effect. Payments to you may be withheld to reflect or adjusted to exclude any amounts refunded or credited to advertisers and any amounts arising from invalid activity, as determined by Appodeal in its sole discretion. Invalid activity is determined by Appodeal in all cases and includes, but is not limited to, (i) spam, invalid impressions or invalid clicks on ads generated by any person, bot, automated program or similar device, including through any clicks or impressions originating from your IP addresses or computers under your control; (ii) clicks solicited or impressions generated by payment of money and false representation; (iii) clicks or impressions co-mingled with a significant amount of the activity described in (i) and (ii) above, or (iv) any breach of these Terms by you.Within thirty (30) days after the end of each calendar month during the term of the Services, Appodeal will provide you a written or electronic report, or will enable you to access such reports online, showing the bases for calculating the Net Revenue Share for such month. If you dispute any payment made in connection with the Services, you must notify Appodeal in writing within thirty (30) days of any such payment. Failure to so notify Appodeal shall result in the waiver by you of any claims related to such disputed payment. To ensure proper payment, you are solely responsible for providing and maintaining accurate contact and payment information associated with your account. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your use of the Services.RISK ASSUMPTION AND PRECAUTIONS
You are solely responsible for the content or information you post, upload, publish or display in connection with the Services, or transmit to other users (“User Content”). We do not and cannot review all User Content posted or sent by users of the Services. We are not responsible for any User Content. We reserve the right, but are not obligated to, delete, move or edit User Content that we, in our sole discretion, deem to be in violation of the guidelines set forth herein or any other applicable content guidelines or deem to be otherwise unacceptable.Appodeal is not responsible for the conduct, whether online or offline, of any user of the Website or of the Services. Appodeal is not responsible for any problems or technical malfunction of any computer online systems, servers or providers, computer equipment, software, or failure of email on account of technical problems or traffic congestion on the Internet or at any site or combination thereof, including injury or damage to your or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Website and/or in connection with the Services. Under no circumstances will Appodeal or any of its affiliates, advertisers, promoters or distribution partners be responsible for any loss or damage, including personal injury or death, resulting from anyone’s use of the Website or the Services. The Website and the Services are provided “AS-IS” and Appodeal expressly disclaims any warranty of merchantability, fitness for a particular purpose or non-infringement. You assume all risk when using the Services.PROPRIETARY INFORMATION
All intellectual property rights in and to the Services are and shall be owned exclusively by Appodeal. Those rights include, but are not limited to, database rights, copyright, design rights (whether registered or unregistered), patents, trademarks (whether registered or unregistered) and other similar rights, wherever existing in the world, together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Services are the property of their respective owners. No right or license to use any patent, copyright, trademark, service mark, trade secret or other intellectual property contained in the Services, or in any software, systems, designs or processes related to the Services, is granted to or otherwise conferred upon you as a result of your use of the Services, and all such rights are reserved to and shall remain the exclusive property of Appodeal, its affiliates or third party licensors.The Website is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions, and other copyright laws.