Calldorado Developer Agreement

  1. Preamble

Calldorado ApS, Danish Company registration number DK37614904, business address: Bagsvaerdvej 90, 2800 Kongens Lyngby, Denmark, owns and operates the "Calldorado" service. With this developer agreement ("Agreement"), Calldorado enables you as a developer of mobile applications to utilize the Calldorado Software Developer Kit, including source code, software, documentation and any updates or new or alternative versions thereof (collectively, the "SDK") in your mobile application.

The SDK provides you with a set of features and ad units. By integrating and running the SDK in your application, you will receive a share of the advertising revenue generated by the SDK in your application.

Furthermore, Calldorado enables you as a developer to use Calldorado's user acquisition service ("UA Service") as described in section 9.

These terms and conditions for the use of Calldorado shall apply to all services provided by Calldorado to you. They shall also apply to future services, even if they are not expressly referred to or provided by future partners of Calldorado. By installing or running the SDK in your application you expressly state that you fully accept these terms and conditions.

 

  1. Scope of License

The license that Calldorado grants you is limited, non-exclusive, non-transferable and non-sub licens-able. The license permits you to install and use the SDK solely in connection with your Android application that will access and use our service. Calldorado has the right to review your application and reject your license to use the SDK.

In consideration of the fact that Calldorado endeavors to provide adequate and efficient service, you authorize Calldorado to access, index, store and cache requests made from the SDK inside your application to Calldorado. In addition you authorize Calldorado to provide advertisements to the consumer's mobile devices via your application.

Rights not expressly stated in this Agreement are exclusively reserved by Calldorado. You are not allowed to reengineer the SDK or any parts of the SDK, reproduce, license, distribute, publicly perform or display, lease, rent, transfer, resell or otherwise dispose of the SDK if not expressly written authorized by Calldorado. The same applies to but is not limited to the distribution of source codes of the SDK, modification of the SDK, working around technical limitations in the SDK. Further you are not allowed without expressly written permission of Calldorado to remove, alter or conceal any proprietary rights notice on the SDK.

You shall use only interfaces officially provided by Calldorado. You shall not modify the content of the screens the SDK delivers. Calldorado and/or third parties may provide you with a set of templates that allow you to include native app functionality on the screens the SDK delivers. You can use and customize templates or build templates on your own. You are not allowed to display any advertising or monetize the Calldorado screens in any other way, directly or indirectly. You shall not show or add any advertising on top of the screens of the SDK.

Access or usage which violates this Agreement will terminate the license granted by Calldorado immediately without notice. Calldorado reserves all rights to claim damages for such access or usage.

 

  1. Eligibility

You must be at least 18 years old to agree to this Agreement and to download, access or use the SDK and the Calldorado services. If you are downloading, accessing or using the SDK or the Calldorado services on behalf of any entity, you represent and warrant that you are authorized to accept this Agreement on such entity's behalf, and that such entity agrees to indemnify you and Calldorado for violations of this Agreement.

In order to download, access and use the SDK, the UA Services and the Calldorado services in general, you will need to register a developer account at www.calldorado.com or any distributing partner's site and accept this Agreement. In registering on the website you will: (i) provide accurate, truthful, current and complete information when creating an account; (ii) maintain and promptly update your account information; (iii) maintain the security of your account by not sharing your user ID and password with others; (iv) promptly notify Calldorado if you discover or otherwise suspect any security breaches related to the website, including if your user ID or password have been compromised; and (v) take sole responsibility for all activities that occur under your account and accept all risks of unauthorized access. To create an account you must enter a valid email address and other personal information.

 

  1. Proprietary Rights

The SDK, including but not limited to updates, patches, minor releases, major releases, upgrades, shall be and remain the exclusive property of Calldorado. In the same way, all other rights of Calldorado including, without limitation, copyrights or other industrial property rights, shall not be affected by this Agreement either.

You are obliged to notify Calldorado, if any unauthorized use of the SDK, the website or Calldorado service comes to your attention. Further, you will use best efforts to bring such violations of usage to an end and inform Calldorado of any legal proceedings in connection which such violations. Calldorado may at its sole discretion and expense participate in such proceedings and you will provide authority for these actions.

 

  1. Advertisements

You acknowledge, agree and require your consumers to acknowledge and agree that Calldorado has the right to serve and deliver advertisements and add advertisements to you and further shown directly on the mobile devices of consumers. Furthermore, Calldorado has the right to access, index and cache requests made from consumer's property to the service. Calldorado may collect certain information from the consumer's device and may deliver advertisements to the consumer's mobile device on behalf of its ad network partners and network of third party mobile advertisers.

Calldorado provides advertisements to you as part of the SDK, but you are the sole owner of the advertisement placement in the application. Calldorado does not have full control on advertisements and makes no representation or warranties of any kind regarding the content of the advertisements. Calldorado is not liable in any manner or any case for advertisements. Calldorado excludes sensitive categories including, but not limited to, advertisement containing gambling or sexually explicit content via the SDK. Even in case of errors or by accident, Calldorado is not liable for advertisements, even if regarding sensitive content.

 

  1. Content

Calldorado shall not be liable for the content of the data transmitted and the content of data that may be accessed via the service. Calldorado reserves the right to block individual offers if statutory provisions, such as but not limited to Danish E-Commerce Act (E-Handelsloven) requires or if it is necessary for internal reasons.

Calldorado attempts to provide the most comprehensive access to phone numbers databases, but does not guarantee the correctness of the data.

In your Developer account, you can define the layout of the screens for the advertising units that will be shown via the SDK in your application. You are not allowed to use any of Calldorado's registered trademarks or any other trademarks that you do not hold any rights to use. You are not allowed to use a layout that is disturbing or offensive to consumers. This includes but is not limited to sexually explicit content.

In case you do not comply with these content guidelines you are liable for any damage or damage claims Calldorado encounters.

 

  1. Compensation and Payment

Within thirty (30) days after the end of each calendar month during the term of this Agreement, Calldorado will provide you with an electronic report, showing your compensation for such month.

Calldorado pays you a share of the net revenue it receives from advertisers based upon the revenue that is attributable to the SDK running in your application. You may be paid directly by Calldorado or a mediation partner of Calldorado. Unless otherwise posted on the site or otherwise agreed to in writing between Calldorado and you, your compensation will only include revenue actually received by Calldorado from the advertisers less: (i) any returns, credits or other similar allowances made by Calldorado to a particular advertiser; (ii) any applicable taxes, commissions, carrier fees and other similar taxes, fees and expenses; (iii) any operational costs; (iiii) any bank transaction fees when we send you money. Calldorado's figures and calculations regarding your compensation will be final and binding.

Calldorado will pay you the amounts properly due and payable within sixty (60) days following the end of the applicable month in which it is earned; provided that, such amounts exceed one hundred (100) Euro. Payment of the compensation shall be made in Euro. If the amounts properly due and payable is less than one hundred (100) Euro, Calldorado will pay you the following month; provided that, such amounts exceed one hundred (100) Euro. However, Calldorado shall have no obligation to pay you the amounts until the applicable net revenue has been received by Calldorado from the applicable advertisers or third party.

You agree and acknowledge that you shall provide Calldorado with correct and accurate PayPal Account or other bank account information for the purposes of payment. Failure to comply with this section shall result in forfeiture of the due payment after the expiration of six (6) month period as of the date of the issuance of the first credit note or invoice by Calldorado. You agree to hold Calldorado harmless for the measures applicable, should you be in default of providing accurate information about your PayPal or other bank account information to Calldorado.

You will provide Calldorado with applicable tax forms, documents, or certifications as may be required by applicable law for Calldorado to satisfy any information reporting and/or withholding tax obligations with respect to any payments hereunder. Where applicable, you agree that you will be solely responsible for compliance with local tax regulations. Where applicable within the European Union, you agree that Calldorado will prepare and issue VAT invoices under self-billing arrangement, you acknowledge and accept the validity of such self-billed invoices, and you agree that you will be responsible for timely remittance to applicable tax authorities of any tax amounts on such self-billed invoices that were paid to you by Calldorado.

In the event an advertiser does not pay Calldorado within one hundred twenty (120) days of when the amount is due, then the account will be declared an uncollectible account and no compensation will be due or payable to you in connection therewith.

You agree and acknowledge that you shall provide Calldorado with your correct country specific company tax registration number (e.g. VAT) and the essential information required according to the relevant legal regulations for the purposes of payment. Failure to comply with this section shall result in the due payment being delayed until you have provided this information. You are fully responsible for such delay and are obliged to indemnify and hold Calldorado harmless regarding any damages or (legal) consequences caused by this delay.

If our system fails to provide accurate credit notes, Calldorado shall not be liable for payment, unless it was caused by Calldorado with intent or gross negligence. In case of doubt the corrected version shall be binding.

 

  1. Consumer information

In advance of allowing a consumer to install your application including our SDK, you assure that you will provide consumers with your privacy policy that characterizes how you collect, store, use and disclose consumer's information through your application. You are also obliged to disclose, that you have an agreement with Calldorado.

You are obliged to notify your consumers, that your application works with ad-support, Calldorado may deliver advertisements directly to consumers, Calldorado may collect, store and share data of your consumers. You agree that Calldorado may collect information from Consumer's mobile device and may deliver advertisements to the consumer's mobile device when installing your application. You are obliged to seek approval of consumers to all these proceedings.

For any questions regarding content used in the SDK please refer your consumers to http://www.calldorado.com/consumers.

 

  1. User Acquisition Service (UA Service)

Calldorado offers the UA Service free of charge to developers whose applications have been fully released with the Calldorado SDK. Calldorado will setup, manage, monitor and optimize user acquisition campaigns for applications using the Calldorado SDK in good faith.

You may choose to use or not to use the UA Service. You can access the UA Service via your developer account on mycalldorado.com. By using the UA Service you agree to economically contribute to future user acquisition managed by Calldorado for as long as you decide to use the UA Service. You can opt out at any time. You determine if you would like to participate with parts or all of your monthly compensation from Calldorado in the UA Service. This means that the part of your compensation you choose to participate with will not be paid out to you but instead be transferred into your UA Service account and used as a marketing contribution for Calldorado to run a user acquisition campaign on your behalf. You participate by defining how you want Calldorado to run the campaign.

Calldorado will not commence any user acquisition campaign until your contribution in your UA Service account has reached EUR 300. If your contribution does not reach EUR 300 in one month, Calldorado will roll over the contribution to the following month until the contribution has reached EUR 300.

Calldorado will start a user acquisition campaign typically 2 business days after you have accepted to run a user acquisition campaign in your developer account.

You may at any point in time choose to stop a user acquisition campaign. Calldorado will stop the campaign on the next business day.

You may at any point in time withdraw a contribution you have made to your UA Service account as long it has not been used in a user acquisition campaign yet. Sometimes parts of the contribution has already been used, and in such instances you can of course withdraw the parts that have not yet been used. Calldorado will transfer your contribution back into your compensation account.

Calldorado will offer you certain advantages if you use the Calldorado UA Service:

Firstly, Calldorado will offer you access to your compensation as early as thirty (30) days following the end of the applicable month for the sole purpose of using your compensation for the Calldorado UA Service.

Secondly, if you use the UA Service, Calldorado may at our sole discretion choose to top up your contribution in order to help grow your application user base. Calldorado's contribution can only be used for Calldorado user acquisition campaigns and cannot be paid out to you.

Calldorado will at all times strive to run the best and most effective UA Service, but Calldorado cannot guarantee for the outcome of the UA Service. You agree that Calldorado is not liable for the quality or success of the UA Service, and you cannot claim for a refund of your contribution, regardless the reason for your claim.

Calldorado reserves the right at our sole discretion to decline running free of charge user acquisition campaigns. If an application is not fully released with the Calldorado SDK, Calldorado will charge a 5% handling fee of the user acquisition budget for providing the UA Service. A 'fully released' application means an application not released with staged rollout or similar release procedure, but fully integrated with, and committed to the Calldorado SDK, released in good faith for broadest possible public downloads of the application and unobstructed availability and use on the distribution channel.

 

  1. Privacy

Calldorado is committed to protect privacy and data protection and strictly complies with applicable data protection laws. The Calldorado Privacy Policy is available at http://www.calldorado.com/privacy-policy and is incorporated by this reference and is made part of this Agreement. It may be updated from time to time during the term of this Agreement. By accepting this Agreement, you acknowledge that you have read our Privacy Policy and that you consent to it.

In the event that Calldorado or a portion of Calldorado's assets is acquired by another company, the information collected about you and consumers through the services may be one of the transferred assets.

 

  1. Scope of Warranty and Liability

Calldorado assumes no liability or warranty to the extent permitted by law. If this exclusion of liability and warranty is not permitted by law the following is considered:

Calldorado shall not be liable for damage, unless it was caused by Calldorado or its agents with intent or gross negligence. Any liability for slight negligence shall be excluded. Any liability for personal injuries shall remain unaffected thereby. Any liability for third-party damages, consequential damages and loss of profits shall be also excluded. The parties agree that there shall be no liability for defects that occur more than three months after delivery. Calldorado shall also not assume any liability for defects that could have been prevented by regular (at least daily) backups and other security measures. The burden of proof that damages would also have occurred if a backup or other security measure had been duly implemented on a regular basis lies with you.

Calldorado shall also not be liable for the content of the data transmitted and the content of data that may be accessed via our services. Calldorado reserves the right to block individual offers if statutory provisions, such as but not limited to the Danish E-Commerce Act (E-handelsloven) requires or if it is necessary for internal reasons.

Should the restrictions of the warranty and liability of Calldorado be in breach of mandatory statutory provisions, all warranty and liability obligations shall, in terms of scope, be reduced to the statutorily admissible minimum extent.

As the legality of the SDK to run in an application as well as your application to be published on app distribution channels is in full dependent on the policies, rules and regulations decided and amended by the app distribution channel and at any point in time, Calldorado does not warrant any use of the SDK or the implications that the use of the SDK may have on your application. Calldorado cannot in any way be made liable for any decisions made by the app distribution channel, including decisions not to publish your application, to remove your application from the app distribution channel or any like actions that may cause harm to you.

 

  1. Indemnification

You agree to indemnify, hold harmless and defend Calldorado and all related persons, entities, agents etc. from and against any action, claim, demand, dispute or liability arising from or relating to any negligence or willful misconduct of you or related persons, entities, agents etc., your breach of this Agreement, any allegation that the application infringes a third party's copyright or any intellectual property right or any misrepresentation of you.

You confirm that you agree that Calldorado shall have the unrestricted right to participate in the defense in any of the above mentioned cases through counsel of his own choice.

 

  1. Confidentiality, Duty of Loyalty, Review, other Obligations

You shall take all necessary precautions in order to guarantee that the SDK is used in conformity with this Agreement and to prevent unauthorized access, reproduction and any other abuse or breach of this Agreement. You shall furthermore be obligated to treat confidentially all business and trade secrets in connection with the business, the business relationships and other commercial aspects of Calldorado. In addition, you declare expressly and irrevocably to refrain from taking any measures, in particular for your own or a third party's commercial advantage, which are based on business and trade secrets you have been provided access to, or which makes you profit from such secrets. In addition, you shall neither deny nor contest in or out of court any of the rights of Calldorado to the SDK.

You expressly undertake to observe secrecy regarding the detailed modalities of this Agreement and the amount of the payments. Only disclosures to public authorities including, without limitation, financial authorities, required on the basis of mandatory statutory provisions shall be exempt from this secrecy obligation. To the extent required by law or by the articles of association and/or by any other regulations, information may be provided to other corporate bodies of you, in particular to supervisory bodies, to the extent necessarily required. Any disclosure to potential consumers or competitors of Calldorado shall be prohibited.

As soon as you get knowledge of any infringements of the rights, in particular of the proprietary rights or copyrights of Calldorado and its brands, you shall without delay take all adequate steps required to prevent such infringements and inform Calldorado of such infringement at the earliest convenience. You shall provide Calldorado with all the information and evidence regarding the infringement that is available to you.

Should you have the suspicion that some of the provisions of this Agreement are violated, compliance with such provisions shall be reviewed by a person bound by the confidentiality obligation in the presence of a representative of you. If the suspicion turns out to be founded, you shall bear the costs of this review.

You shall not, and shall not authorize others, to generate fraudulent calls, clicks or impressions on any advertising served as part of the services, whether generated manually or by use of a device or other automated process. Failure to comply with the foregoing shall be deemed a material breach of this Agreement. In addition, no payment shall be made hereunder in connection with any such fraudulent clicks or impressions.

You warrant, that you and your application including the SDK are in compliance with all applicable laws and regulations in your countries of operation.

You assure that you will comply with all applicable Calldorado policies.

 

  1. Data ownership

You and Calldorado understand that all data, including, but not limited to, information provided by consumers in response to an advertisement and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by a party with respect to a consumer from such data shall be owned as follows: You own any data you collect and Calldorado owns any data it collects.

You shall not cash, copy, save, store any content Calldorado provides via the SDK, including but not limited to phone numbers and names. Any activity which violates this Agreement will terminate the license granted by Calldorado immediately without notice.

 

  1. Term of the Agreement

You agree that Calldorado has no obligation to allow you access to the service or any part thereof, and may refuse to allow access to the service to any developer at any time. Further, Calldorado may modify, suspend or discontinue the service (or the developer's access to the service), including the availability of advertising or other content, at any time and without notice or liability. Calldorado hereby reserves the right to amend the herewith Agreement and at any time and without notice, and it is your responsibility to review this Agreement for any changes. Your use of the service will signify your assent to and acceptance of the revised agreement.

Unless otherwise agreed upon, the license is granted for an indefinite period of time.

Calldorado shall be entitled to terminate this license with immediate effect without cause. Claims against Calldorado by such termination are fully excluded.

 

  1. Miscellaneous

Calldorado reserves the right to freely assign and transfer the rights and duties under these terms and conditions to any third party.

Danish substantive law shall apply. The application of conflict of law clauses or choice of law clauses, in particular the CISG, shall be excluded.

All amendments and supplements to the license terms shall be made in writing. The same shall apply to any deviation from this requirement of form.

The parties to this Agreement waive their right to contest this Agreement for whatsoever reason or to request adjustment.

If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes (Force Majeure).

Calldorado services are not intended for or designed to attract anyone under the age of 18 and Calldorado does not intentionally or knowingly collect personal information in the services from anyone under that age. We encourage parents to be involved in the online activities of their children to ensure that no information is collected from a child without parental permission.

The parties to this Agreement shall bear their own costs, charges or duties arising in connection with the execution and performance of this Agreement.

The applicability of general terms and conditions, purchase conditions or other contract templates of you shall be excluded unless expressly (written) agreed upon in this Agreement. Such terms and conditions shall not even apply as a supplement.

Should any provisions of this Agreement be or become ineffective, invalid or unenforceable, this shall not affect the effectiveness, validity or enforceability of the remaining provisions. In the case of ineffectiveness, invalidity or unenforceability of any of these provisions, a provision which is neither ineffective, nor invalid or unenforceable and which in its economic result comes closest to the provision to be replaced shall be agreed upon between the parties to this Agreement.

Calldorado is entitled to include the developer's name and logo in marketing material as long as the developer uses any "Calldorado" services, including but not limited to announcements, presentations, a list of developers on the website, and any other marketing purpose.

The parties to this Agreement agree on the jurisdiction of the court having subject matter jurisdiction for commercial matters in Copenhagen, Denmark, for all disputes arising from or in connection with this Agreement and with its formulation or its legal effect and the or legal effect of this choice of jurisdiction clause.

By pushing the button "Accept" during the process of registration at our page you expressly state that you fully accept and agree to these terms and conditions.

You expressly approve that Calldorado may indicate, in any technical form and vis-a-vis any third party, your name and logo as a reference customer, in particular in advertising mailings

The corporate seat of Calldorado shall be the place of payment and performance.

 

Last updated: September 2017