LAST UPDATED: JANUARY 2022 / EFFECTIVE: JANUARY 2022
The Meson Platform (hereafter referred to as “Meson”) refers to Meson LLC’s proprietary neutral mediation platform that optimizes mobile advertisements for supply partners and allows such supply partner’s demand partners to serve their own or third-party advertisements on the mobile applications that supply partners designate based upon the criteria selected by them on the Meson. Meson is a full functionality mediation platform, for app developers, to realize the benefits of a mediation solution without the complexities of maintaining an in-house mediation solution. The platform is built for publishers with focus on control, transparency and efficiency.
What Meson offers in addition:
your usage of Meson is subject to these terms (the “Terms”).
When we refer to “you” throughout the Terms, it means the individual or entity using Meson (and/or any individual, entity or successor entity, agency or network acting on your behalf). When we refer to “we”, “us” or “Meson LLC” it means Meson Mediation LLC (formerly known as AerServ LLC). When we refer to the “parties,” it means you and Meson LLC.
you may use Meson only as permitted by these Terms and any applicable laws. you may discontinue your use of Meson at any time. We may terminate your use of Meson at any time.
you must have a direct relationship with any third-party demand partner you enable to access your Ad Inventory through Meson (each a “Direct Demand Arrangement”) and therefore you will hold the demand partner (and not Meson) solely responsible for any liability arising from their access to your Ad Inventory, including for their use of your Data (as defined below) or any digital advertising creatives delivered to your digital properties (e.g., websites/applications) (“Properties”).
We do not assume, and expressly disclaim, all liability arising from your use of Meson except as expressly set forth herein, including but not limited to, liability arising from digital advertising creatives, your Ad Inventory, your Properties and/ or the usage of your Data through your Direct Demand Arrangement.
The parties agree not to disclose the other party’s Confidential Information without the prior written consent of such other party. “Confidential Information” includes any information made available by a party that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. Confidential Information does not include information that is already known by the receiving party prior to its disclosure, that becomes public through no fault of the receiving party, that was independently developed by the receiving party, or that was lawfully given to the receiving party by a third party. For clarity, the software, technology and know-how associated with Meson shall also constitute Meson LLC's Confidential Information.
To the extent you are sharing any Personal Data of Data Subjects in EEA (as such terms are defined under the General Data Protection Regulation (“GDPR”)), you agree to comply with the requirements of the GDPR and the terms of data protection available at https://docs.meson.ai/dpa. Where you are sharing any personal information of a California based consumer as envisaged under California Consumer Privacy Act (“CCPA”) (as such terms are defined under CCPA), you agree to comply with the requirements of CCPA. Each Party agrees to comply with all local and/ or applicable privacy laws in collecting, sharing or processing personal data of data subjects/consumers as such terms are defined in the local and/ or applicable Privacy Laws.
To the extent you are sharing Personal Data with Meson, Meson shall process the same as a processor under GDPR or service provider under CCPA. you will have the responsibility to obtain appropriate consents for processing of Personal Data as permitted under these terms. you will notify Meson LLC (the “Processor” for the purposes of GDPR; a “Service Provider” for the purposes of the CCPA; or acting under similar capacity as per applicable local laws of a territory) about any data subject/consumer request towards deletion, rectification, access or opt-out election, which Meson LLC will facilitate within 5 working days. you agree to ensure that your Direct Demand Arrangements require the demand partners to comply with applicable Privacy Laws.
As between you and Meson LLC, you will own any information and/or data provided by you to Meson and the data from your sale or attempted sale of Ad Inventory (“your Data”).
We may use, access, retain, and disclose your Data in connection with:
a. making available Meson or related services to you,
b. to enforce these Terms,
c. to resolve billing disputes, for attribution and/ or for fraud detection, d. to comply with any request of a governmental or regulatory body (including subpoenas or court orders).
Meson is a propriety platform and Meson LLC has the licensed rights to operate the same. Between you and Meson LLC, Meson LLC has all right, title and interest in Meson and except to the limited extent of permitting you to access Meson for availing the Services, Meson LLC reserves all rights to Meson. Other than as set out expressly in the Terms, neither party will acquire any right, title or interest in any intellectual property rights belonging to the other party or to the other party’s licensors.
Except as and solely to the extent expressly permitted, you may not copy, modify, distribute, sell, or lease any part of Meson or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission. you will not remove, obscure, or alter our copyright notice, or other proprietary rights notices affixed to or contained within any of our services, software, or documentation. you grant to us and our Affiliates a worldwide, perpetual, irrevocable, royalty-free right to use and incorporate into Meson any suggestion, input, enhancement request, recommendation, correction, specification, or other feedback provided by you in connection with your use of Meson.
We may include your name and logo in our presentations, marketing materials, and customer lists.
you represent and warrant that (i) you have full power and authority to enter into the Terms; (ii) you are the owner of, or are legally authorized to act on behalf of the owner of, each Property; (iii) entering into or performing under the Terms will not violate any agreement you have with a third party including Direct Demand Arrangements or any third-party rights or consumer rights; (iv) you have obtained and you grant to us all rights reasonably necessary for us to provide Meson Services to you and to permit your demand partners to access the same; (iv) your Property will at all times be compliant with all applicable laws including Privacy Laws, any app-store or play-store policies as applicable and shall not contain any content which are pornographic, hate-related, violent, libelous or otherwise illegal content; (v) all of the information provided by you to Meson is correct and current.
you agree that your use of Meson is solely at your own risk. you agree that Meson is provided on an "as is," "as available" basis. Save as set out in these terms and to the maximum extent permitted by applicable law, we expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that Meson will meet your requirements, or that the service(s) will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of Meson or as to the accuracy or reliability of any information obtained through Meson or that defects in the service(s) will be corrected. you understand and agree that any material and/or data obtained through the use of Meson is done at your own discretion and risk. We make no warranty regarding any transactions entered into through Meson. No advice or information, whether oral or written, obtained by you from us or through Meson shall create any warranty not expressly made herein.
It is further restated and clarified that you shall have Direct Demand Arrangements and therefore Meson LLC shall not be responsible for any liability arising from any of your demand partners’ access to Meson and/or your Ad Inventory, including their use of your Data or any digital advertising creatives delivered to your Properties.
Meson LLC shall not be liable, however that liability arises, for the following losses arising out of or in connection with these terms: consequential, special, incidental or indirect losses; loss of profits; loss of revenue; loss of business; loss of technology; loss of opportunity; loss of contracts; loss of anticipated savings; loss of goodwill; or loss of, or damage to, data, even if such loss was reasonably foreseeable or Meson LLC had been advised or notified of the possibility of you incurring such losses.
The aggregate liability of Meson LLC for all claims arising out of or in connection with these terms (however that liability arises) shall be limited to actual direct damages up to $1000 (One Thousand US Dollars).
Here, ‘however that liability arises’ shall mean howsoever arising, whether in contract, tort (including negligence and strict liability), breach of statutory duty, or otherwise.
Notwithstanding any provision to the contrary, nothing in these terms limits or excludes Meson LLC’s liability for fraud or fraudulent misrepresentation or for any liability, which may not be lawfully limited or excluded.
you acknowledge and agree that the limitations and exclusions of liability contained in these terms are reasonable in view of the nature and extent of the obligations accepted by each party.
If any limitation provision contained in these terms is held to be invalid under any applicable statute or rule of law it shall to that extent be deemed omitted, but if a party thereby becomes liable for loss or damage which would otherwise have been excluded such liability shall be subject to the other limitations and provisions set out in these terms.
Notwithstanding any conditions to the contrary stated in these terms, your liability and indemnification obligations under these terms shall be unlimited.
Each party will defend, indemnify, and hold harmless the other party and each of its affiliates and representatives from damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) resulting from any claim, judgment, or proceeding (collectively, “Claims”) brought by a third party and resulting from (i) any breach of the representations or warranties made by such party under these terms (particularly section 7); (ii) any breach of its confidentiality obligations set out under these terms (particularly section 4); (iii) any fraud, gross negligence or wilful misconduct of either Party; or (iv) any breach of any applicable laws (including data privacy and data security laws). This is subject to the party seeking indemnity gives prompt notice and sole control of defense to the indemnifying Party.
you further agree to indemnify and defend Meson LLC, its Affiliates, and agents from and against any and all third-party claims and liabilities arising out of or related to demand partner’s use of Meson and/or under the Direct Demand Arrangements, your Data and/or the Properties.
For your use of Meson, you agree to make payments to Meson LLC on a revenue-share or fixed-CPM basis, where such revenue shall be based on a percentage of Earned Revenue or based on a volume of Impressions as determined by Meson LLC. “Earned Revenues” means amounts received by you from your Demand Partners for distribution of Advertisements on the Properties through Meson.
Billing shall be done by Meson LLC on a monthly basis. All invoices will be based on Meson LLC’s reporting; however, you may be required to provide a monthly report of your Earned Revenue to Meson LLC. Payment of all amounts hereunder will be in U.S. Dollars and Payment will be made within 30 days from the date of receipt of the invoice. Invoices will be sent to the billing address provided by you on Meson. A 2% per month (pro-rated for part thereof) interest on late payments may be levied at Meson LLC’s option from the date of receipt of an invoice by you. Any transaction taxes such as VAT, GST, sales or such other service taxes if applicable shall be borne by you. To such extent and if any withholding taxes apply, the amounts payable to Meson LLC will be grossed up.
Each Party shall be responsible for the due payment of income taxes or employee taxes applicable to it.
For the avoidance of doubt, Meson LLC shall have no obligation to collect any payments on behalf of you pursuant to your use of Meson.
Each party will comply with all laws and regulations applicable to such party’s performance under these Terms. Without limiting the generality of the foregoing, each party will comply fully with all applicable export control and sanctions laws and regulations of any country having competent jurisdiction (collectively, “Trade Laws”) to ensure that no services, payments, or other deliverables provided under the Terms are: (i) provided to, purchased by, routed through, or used for the direct benefit of any party subject to the restriction of a sanctions or export denial list; (ii) provided to, purchased by, routed through, or used for the direct benefit of any region subject to comprehensive sanctions (presently including Crimea, Cuba, Iran, Syria, Afghanistan or North Korea); or (iii) used for any purpose prohibited under applicable export control and sanctions laws and regulations, including, but not limited to, nuclear, chemical, or biological weapons proliferation. You affirm your policy and corporate practice to comply and require parties with whom you contract to comply with all applicable anti-bribery laws that apply to you and your operations, including without limitation, the Indian Prevention of Corruption Act, 1988, U.K. Bribery Act 2010 and U.S. Foreign Corrupt Practices Act (collectively, "Anti-Bribery Laws"). In connection with your performance under the Terms, you confirm that: (i) you are aware of and have appropriate procedures to comply with the Anti-Bribery Laws and will advise all persons and parties under your control or acting as your agent of the requirements of the Anti-Bribery Laws; (ii) you will not be or cause any party to be in violation of the Anti-Bribery Laws; and (iii) should you learn of, or have reasons to know of, any request for payment that is inconsistent with the Anti-Bribery Laws, you will immediately notify us. In case you are found to have violated any Trade Laws or Anti-bribery Laws in connection with your performance under the Terms, Meson LLC has the right to terminate your use of Meson with immediate effect and no further liability, upon written notice to you, without prejudice to any other rights or remedies available to Meson LLC under contract or in law. You will indemnify Meson LLC against any losses, liabilities, damages, costs (including but not limited to legal fees) and expenses incurred by or awarded against Meson LLC as a result of any breach of this Section.
(a) Precedence of Other Terms. To the extent you have already entered into a separate agreement with us for use of Meson, the terms of such other agreement will take precedence over these Terms, and the terms set forth herein will not apply to you.
(b) Governing Law; Venue. These Terms are governed by and construed in accordance with California law without regard to the conflicts of law rules thereof. The jurisdiction and venue for all disputes hereunder WILL BE the state and federal courts in San Francisco, AND THE PARTIES HEREBY CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.
(c) Assignment. you may not assign or transfer any of your rights under this Terms without our written consent (including via email).
(d) Entire Terms; Amendments. This Terms is our entire agreement relating to your use of Meson and supersedes any prior or contemporaneous agreements on that subject. This Terms may be amended in a writing signed by both parties that expressly states that it is amending the Terms. Meson LLC may modify this Terms at any time. We will post any modifications to the Terms and any modifications to the Service Policies (other than third party policies incorporated by reference into the Service Policies, which you can access directly) on their respective pages. Changes will not apply retrospectively and generally will become effective 30 days after they are posted. However, changes made for legal reasons will be effective immediately. If you do not agree to any modified terms in this Terms, you will have to stop using Meson.
(e) Severability. If any particular term of the Terms is not enforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose.
(f) Independent Contractors. The Parties are independent contractors, and this Terms does not create an agency, partnership, or joint venture.
(g) Subcontractors. We may use subcontractors (including consultants, third-party services providers or agents) in connection with providing the Services.
(h) Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, an epidemic, pandemic, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and internet disturbance) that was beyond the party’s reasonable control.
(i) No Waiver. The failure of either party to enforce any provision of the Terms will not constitute a waiver.
(j) Survival. Any provisions of this Terms that by their nature are intended to survive, will survive termination.