TOPON USER SERVICE AGREEMENT
Effective Date: April 1, 2026
This Agreement is an electronic contract. All of the following provisions apply to any natural person, legal entity, unincorporated organization, or other qualified entity that registers on the TopOn Platform (https://www.toponad.net/) to use TopOn’s ad mediation services, TopOn ADX programmatic advertising exchange services, and other related services provided by TopOn (collectively, the “TopOn Services”).
If you (hereinafter referred to as the "Developer") process and execute this Agreement on behalf of your company or organization, you represent and warrant that you have obtained valid and legally effective authorization from your company or organization, in which case the term "Developer" shall refer to that company or organization. In this Agreement, TopOn and the Developer are each referred to individually as a "Party" and collectively as the "Parties."
For purposes of this Agreement:
● If you are located in the United States, "TopOn" or the "TopOn Platform" refers to ASCENT PRO TECHNOLOGY LIMITED;
● If you are located outside the United States, "TopOn" or the "TopOn Platform" refers to TOPON PTE. LTD.
Please read the following carefully and pay particular attention to the definitions of the terms used herein. If you do not fully understand and agree to all provisions of this Agreement, you may not register on the TopOn Platform or use the TopOn Services in any manner. By clicking “I Agree,” completing registration on the TopOn Platform, or using the TopOn Services, you are deemed to have read, understood, and agreed to be bound by all terms of this Agreement and any other relevant cooperation agreements of TopOn. Your successful registration and act of clicking “Agree” will generate relevant data messages on the TopOn Platform constituting a valid and legally effective electronic signature.
If you have entered into or will enter into an offline agreement with TopOn relating to the TopOn Services (the “Offline Agreement”) that remains in effect prior to or after execution of this Agreement, in the event of any conflict between the Offline Agreement and this Agreement, the Offline Agreement shall prevail; with respect to matters not addressed in the Offline Agreement, this Agreement shall govern.
TopOn reserves the right to unilaterally amend, modify, add to, or remove any provision of this Agreement at any time. Any such change shall take effect from the date it is published on TopOn’s official website (https://www.toponad.net/), and Developers should periodically check that website. When using the TopOn Services, you should promptly review and familiarize yourself with any modified content and comply with the latest terms. Your continued use of the TopOn Services following any update shall be deemed your acknowledgment, understanding, acceptance, and agreement to all modifications; in the event of any dispute, the latest version of the terms shall prevail. If a Developer does not agree to any modification, the Developer must immediately cease using the Services.
This Agreement is entered into and becomes effective on the date the Developer successfully clicks “Agree” on the TopOn Platform. Unless terminated by the Parties in accordance with the procedures set forth herein, this Agreement shall remain in full force and effect.
1.1 "Account" means the account registered by the Developer for the purpose of accessing the TopOn Platform.
1.2 "Advertisement" or "Ad" means any material provided by a Buyer and served to End Users for the purpose of promoting an advertiser’s products, services, or brand, which may take the form of (i) images, text, and/or video; and/or (ii) links that redirect End Users to an advertiser’s website and/or mobile application.
1.3 "Ad Format" means the various forms used to display Advertisements, including but not limited to banners, native ads, video, and interstitials.
1.4 "You" / "Publisher" means any natural person, legal entity, or unincorporated organization that has successfully registered an Account on the TopOn Platform, possesses the requisite qualifications and capabilities required to use the services provided by the TopOn Platform, and owns and/or operates mobile applications, websites, or other products. If you actually use the TopOn ADX Services for traffic monetization, then, in such business scenarios, your legal status under this Agreement may be equivalent to that of an ad placement or media resource supplier.
1.5 "Developer Products" means any mobile application, website, mini-program, or quick application that is lawfully owned, operated, and/or managed by you and recognized by the TopOn Platform, as well as any mobile application, website, mini-program, or quick application that the Developer accesses through other TopOn technologies, including any and all derivative products of the foregoing.
1.6 "Ad Inventory" means the available advertising space located within the Developer Products that the Developer makes available for sale through the TopOn Platform.
1.7 "TopOn Services"means TopOn’s ad mediation services, TopOn ADX programmatic advertising exchange services, and other related services, including but not limited to a lightweight, convenient, and fast SDK, access to premium global advertising resources, industry-leading Ad Formats, stable global deployment support, as well as demand-side connectivity, bidding, trading, distribution, performance monitoring, and settlement support.
1.8 "Buyer" means (a) any entity that, through products, technologies, and/or services provided by TopOn and/or its Affiliates, participates in bidding on, purchasing, filling, or otherwise obtaining ad impression opportunities, including but not limited to advertising platforms, ad networks, DSPs, advertisers, advertising agencies, and other demand-side entities that access TopOn through TopOn’s mediation services; or (b) TopOn itself, when it seeks to promote its own products or services through the Developer Products, or products or services of a third party for which it has obtained lawful authorization to promote.
1.9 "End User" means the final consumer who views Advertisements, excluding bots, macros, internet proxies, emulators, and other automated tools that simulate the behavior of a natural person.
1.10 "Affiliate" means, with respect to either Party, any entity that controls, is controlled by, or is under common control with such Party (“control” and its correlative terms mean the power, directly or indirectly, to direct or cause the direction of the management and policies of a company, whether through ownership of voting securities, by contract, or otherwise).
1.11 "Platform Rules"means the platform rules that you must comply with when using the TopOn Services, including but not limited to the TopOn Ad Mediation Platform Advertising Business Specifications, the TopOn SDK Developer Compliance Standards, and any other policies, rules, norms, and notices issued by the Platform from time to time in connection with the Services.
1.12 "Laws" means all applicable laws, statutes, ordinances, regulations, regulatory policies, rules, orders, industry standards, self-regulatory principles, regulatory permits, regulatory licenses, or requirements of any court, tribunal, governmental, statutory, regulatory, judicial, administrative, or supervisory body or organization, including applicable data protection laws and anti-corruption laws.
1.13 "CPM (Cost Per Mille)" means the cost per one thousand impressions served to End Users. For purposes of this Agreement, a valid impression means that an End User has successfully viewed the displayed advertising content.
1.14 "Data Protection Laws" means the data protection and privacy laws and regulations applicable to the processing of personal data in the relevant jurisdiction(s) in which activities are performed or services are rendered under this Agreement, including (as applicable) the GDPR, the UK Data Protection Act 2018, the national laws implementing European Directive 2002/58/EC, the Swiss Data Protection Act, applicable U.S. State Privacy Laws, the U.S. Children’s Online Privacy Protection Act, Singapore’s Personal Data Protection Act 2012, Brazil’s General Data Protection Law (LGPD), and any successor legislation thereto; and (as applicable) any guidance and codes of practice issued by supervisory authorities with respect to such laws and regulations.
1.15 "U.S. State Privacy Laws" means the consumer privacy laws enacted by U.S. states and their implementing regulations, which may come into effect during the Term, including: the California Consumer Privacy Act (“CCPA”), the Colorado Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act, and the Virginia Consumer Data Protection Act.
1.16 "Interface" means the collective term for any API, SDK, H5 code, or other interface or technical means used to display Advertisements.
1.17 "API (Application Programming Interface)" means the application programming interface provided by TopOn to Developers to facilitate the integration of Developer Products with the TopOn Services.
1.18 "SDK (Software Development Kit)" means the software development kit provided by TopOn to you.
1.19 "Business Day" means any day other than a Saturday, Sunday, or any other day on which banking institutions in the jurisdiction of the applicable Party’s registered office are authorized or required by law or executive order to remain closed.
1.20 "Intellectual Property Rights" means any and all tangible and intangible rights throughout the world, whether now known or hereafter known, including: (a) rights associated with works of authorship, including copyrights, moral rights, and collective works rights; (b) trademarks, service marks, and trade names and all similar rights and all associated goodwill; (c) trade secret rights; (d) patents, patentable subject matter, designs, algorithms, and other industrial property rights; (e) all other types of intellectual and industrial property rights of any nature whatsoever, whether arising by law, contract, license, or otherwise; (f) rights of privacy and publicity; and (g) all registrations, applications, renewals, extensions, continuations, divisions, and reissues of any of the foregoing, now or hereafter in effect.
1.21 "Confidential Information" means any confidential or proprietary information or data disclosed by a disclosing party or its Affiliates to the receiving party or its representatives in connection with this Agreement, whether disclosed before or after the Effective Date, and whether provided in electronic, oral, or written form or by any other means. Notwithstanding the foregoing, Confidential Information shall not include any information for which the receiving party can provide clear and convincing evidence that: (i) was or becomes publicly known through no breach of this Agreement by the receiving party or any of its representatives; (ii) was already known to the receiving party prior to disclosure, without prior disclosure by the disclosing party, its Affiliates, or their representatives; (iii) was received from a third party lawfully in possession thereof and without obligation of confidentiality to the disclosing party; or (iv) was independently developed by or for the receiving party or its representatives without use of any Confidential Information; provided, however, that no combination of individually known or possessed features shall, for that reason alone, fall within any of the foregoing exceptions unless that combination itself, and the operational strategy of that combination, was known or possessed without use of or reference to any Confidential Information.
1.22 "Force Majeure Event" means earthquakes, typhoons, floods, or other acts of nature, fires, explosions, actions of governmental or military authorities, civil disturbances, riots, wars, or other unforeseeable and unavoidable extraordinary events.
2.1 If you are not a natural person, you represent and warrant that you are a legal entity duly incorporated, validly existing, and in good standing under applicable laws and regulations, have obtained all necessary business licenses and qualifications, have full right and authority to enter into and perform this Agreement, and that all materials provided (including but not limited to registration information and identity credentials) in connection with the registration, use, and management of your TopOn Platform Account are true, accurate, lawful, and valid. TopOn reserves the right, in its sole discretion and without further explanation, to accept or reject a Developer’s Account registration request. Furthermore, TopOn reserves the right to define the scope of features, services, and tools available to a Developer’s Account.
2.2 If any of your information or data changes, you must promptly update it through the account profile settings on the TopOn Platform.
2.3 You shall safeguard your Account credentials and shall use, operate, and manage your TopOn Platform Account in a proper manner. You shall bear full legal responsibility for all activities conducted under that Account.
2.4 Scope of Cooperation and Performance
The Parties acknowledge and agree that the cooperation under this Agreement shall be conducted on the following basis:
(i) TopOn owns and operates the TopOn Platform, which assists Developers in improving their advertising monetization efficiency and increasing monetization revenue through ad mediation, connectivity with multiple ad networks and demand-side resources, and TopOn ADX programmatic advertising transactions;
(ii) The Developer owns or operates its Products and wishes to access Buyer advertising demand, display Advertisements, and/or conduct programmatic advertising transactions through the TopOn ADX Services, in order to monetize advertising;
(iii) TopOn agrees to provide services to the Developer through the TopOn platform, and both parties agree to cooperate in advertising monetization and related businesses, and to exercise reasonable commercial efforts to perform their respective obligations under this Agreement;
(iv)TopOn will provide the Developer with an SDK, API, or other Interface for the purposes of this Agreement. The Developer shall: (a) integrate and fully implement the Interface in accordance with TopOn’s specifications, without any restriction or modification not authorized by TopOn in writing; (b) provide TopOn with written notice (email is sufficient) prior to removing the Interface from any Product; (c) maintain the normal operation of its Products and ensure the proper functioning of the Interface; (d) reasonably cooperate with TopOn on integration logic relating to Interface integration, ad requests, ad impressions, and/or performance reporting (collectively, “Integration Work”); TopOn reserves the right to review and approve the Developer’s integration of the Interface and display of Ad Formats; and (e) promptly integrate the latest version of the Interface provided by TopOn. The Developer shall bear full responsibility for any adverse effects or losses arising from its failure to implement the latest version of the Interface provided by TopOn).
2.5 Authorization and License
2.5.1 The Developer hereby authorizes TopOn to, through its Platform and Services, match, distribute, facilitate, auction, and trade available Ad Inventory with Buyers, and to serve Advertisements or conduct programmatic advertising transactions on the relevant ad placements. The Developer acknowledges and agrees that TopOn has the right, in accordance with its Platform Rules, technical logic, commercial arrangements, and/or the Developer’s own settings, to connect, filter, rank, distribute, or otherwise determine the Buyers eligible to participate in the placement or trading of Advertisements on such ad placements, unless otherwise agreed by the Parties.
2.5.2 TopOn hereby grants the Developer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right and license during the Term to access and use the TopOn Platform, TopOn technology, and related Services, solely for the purpose of using the Services under this Agreement and subject at all times to the applicable terms of use, technical documentation, and reasonable restrictions prescribed by TopOn from time to time.
2.5.3 The Developer hereby grants TopOn a non-exclusive, sublicensable (through multiple tiers), worldwide right and license during the Term to use, reproduce, display (publicly or otherwise), distribute, and otherwise exploit the names, trademarks, logos, app names, app icons, asset images, and other brand materials of the Developer and its assets, for purposes related to the integration, display, promotion, sale, distribution, monetization, and services under this Agreement, including but not limited to: (i) listing the Developer’s assets and inventory in materials presented to prospective Buyers, partners, or demand-side entities; (ii) reporting that the Developer’s assets and inventory have been integrated with TopOn’s Platform, technology, or services; and (iii) identifying the Developer as a developer, development partner, or traffic partner on TopOn’s and/or its Affiliates’ websites, platforms, consoles, case materials, marketing materials, and other promotional materials.
2.5.4 The Developer agrees that it shall not: (i) copy, resell, transfer, license, distribute, publish, or otherwise reproduce the TopOn Platform, TopOn technology, or Services; (ii) adapt, modify, decompile, disassemble, reverse-engineer, or otherwise attempt to derive the source code of the TopOn Platform or TopOn technology; (iii) create derivative works of the TopOn Platform or TopOn technology; (iv) use the TopOn Platform, TopOn technology, or Services to develop or assist any third party in providing any product or service that competes with the TopOn Platform, TopOn technology, or Services; (v) store, distribute, transmit, or propagate any virus, worm, Trojan horse, or other harmful or malicious code that may damage any system, platform, service, or data; (vi) use the TopOn Platform, TopOn technology, or Services to interfere with, disrupt, damage, adversely affect, or impede the normal use of the TopOn Platform, TopOn technology, or Services by TopOn, any Buyer, any Developer, or any other user; or (vii) use the TopOn Platform, TopOn technology, or Services for any other purpose not expressly permitted by this Agreement.
2.5.5 Except as expressly provided in this Agreement, neither Party shall acquire any rights, title, or interest in the other Party’s or its licensors’ Intellectual Property Rights. For the avoidance of doubt, all Intellectual Property Rights in and to the TopOn Platform, TopOn technology, and related Services (including but not limited to any software, algorithms, interfaces, documentation, data models, structures, features, content, and any feedback provided by the Developer) are and shall remain the property of TopOn and/or its Affiliates or licensors. Nothing in this Agreement shall be construed to transfer to the Developer any Intellectual Property Rights or ownership interests in the TopOn Platform, TopOn technology, or related Services.
3.1 Developer’s Rights and Obligations
3.1.1 You understand and undertake that you will not use any plugin, add-on, system, or third-party tool that has not been authorized or licensed by TopOn to interfere with, damage, modify, or otherwise adversely affect the normal operation of the TopOn Platform and related Services. You shall not, by accessing or using the TopOn Services, deliberately, recklessly, or maliciously introduce any computer virus, internet worm, software bomb, or similar program onto the TopOn Platform.
3.1.2 You shall not exploit or engage in any act against the TopOn Platform and related Services that endangers cybersecurity, including but not limited to any unauthorized attempt to probe, scan, or test the vulnerabilities of the TopOn Platform’s systems or networks, or any other act that undermines cybersecurity, or any other conduct that violates Laws, this Agreement, the Platform Rules of the TopOn Platform, or infringes upon the legitimate rights of others.
3.1.3 You warrant that your Products do not contain any content that may be deemed to relate to: (i) any content that is illegal or may facilitate a violation of any applicable Laws, regulations, policies, public order, or morality, or that may impede social stability, harm public interests or public order, endanger public safety, or damage the national interests of the territory where the advertisement is served; (ii) any content that contains or promotes hatred or disparagement of any race, religion, gender, sexual orientation, or nationality; (iii) any content that promotes firearms, bombs, and other weapons or provides operational instructions therefor; (iv) any content that contains false, misleading, or deceptive statements, as determined by TopOn in its sole discretion; (v) any content that contains, promotes, or relates to obscenity, pornography, or excessive exposure of body parts, as determined by TopOn in its sole discretion; (vi) any content that infringes upon the Intellectual Property Rights of any third party or that promotes or facilitates illegal file sharing (e.g., MP3, copyrighted video, or similar content); (vii) any adult content, including but not limited to sexually suggestive content, nudity, dating services, international bridal services, and adult merchandise, unless permitted by applicable Law and the Developer has obtained TopOn’s prior written approval; (viii) any content that contains or promotes illegal activities, including but not limited to hacking, communications interception, or phishing; (ix) any computer virus or other computer program designed to disrupt, damage, covertly intercept, or expropriate any system, data, or personal data (as defined under applicable Data Protection Laws); or (x) any content that may expose TopOn to liability or cause TopOn to violate any requirement of, or lose service from, any other internet service provider.
3.1.4 You shall not create, attempt to create, or reverse-engineer the TopOn Platform or any Interface, or develop any derivative works thereof.
3.1.5 The Developer agrees to comply with all applicable trade, economic, and financial laws and regulations, both prior to and during the performance of this Agreement, including those administered and enforced by the United States, the European Union and its member states, the United Kingdom, the United Nations Security Council, or any other governmental authority with jurisdiction over the Developer’s activities (collectively, “Sanctions”). If the Developer becomes a sanctioned party, or if TopOn reasonably determines that it is unable to perform its obligations under this Agreement due to prohibitions related to Sanctions (each, a “Sanctions Event”), TopOn may immediately terminate this Agreement and shall be entitled to withhold payment of any amounts accrued. The Developer shall indemnify and hold TopOn harmless from all liability and, to the extent permitted by Sanctions, compensate TopOn for all costs, expenses, damages, and losses arising from any Sanctions Event. The Developer agrees to permit TopOn to use any information relating to the Developer, including but not limited to company name, place of registration, beneficial owners, and/or directors, for sanctions screening purposes. If TopOn reasonably determines that a Sanctions Event exists, TopOn shall have the right to reject the Developer’s Account registration request or terminate the Developer’s Account. For the avoidance of doubt, TopOn’s screening capabilities or activities do not relieve the Developer of any of its obligations and/or liabilities under this Agreement.
3.1.6 You shall not provide third-party traffic for the purpose of serving Advertisements. If the Developer seeks to provide third-party traffic, the Developer shall provide sufficiently detailed information to verify such third-party traffic and must obtain TopOn’s prior written consent. The Developer shall indemnify TopOn for any losses suffered by TopOn as a result of such third-party traffic.
3.1.7 You warrant that you will not violate the developer policies of Google (Google Play), Apple (App Store), or any other app marketplace. If your Products are penalized or removed from any such marketplace as a result of a violation of such marketplace’s policies, or due to improper placement of Advertisements under this Agreement, you shall bear full and sole responsibility for any resulting consequences.
3.2 TopOn’s Rights and Obligations
3.2.1 If, in any circumstances, the TopOn Platform reasonably believes that any of your actions violates or may violate the foregoing undertakings, the TopOn Platform shall have the right to take legal action to hold you accountable.
3.2.2 TopOn reserves the right to amend this Agreement from time to time as may be necessary, including but not limited to adjustments to the content of the TopOn Services.
3.2.3 Upon notice, the TopOn Platform may assign and transfer some or all of its rights and obligations under this Agreement to an Affiliate. If you do not agree to such assignment, you should discontinue using the Services or cancel the services you have obtained. Your continued use of the Services shall be deemed your acceptance of such assignment.
3.2.4 When TopOn acts as an ad mediation platform, TopOn serves solely as a neutral technology service provider, offering services to Developers in areas such as demand-side connectivity, ad mediation, auction ranking, distribution, and related technical support. Unless otherwise expressly provided in this Agreement, TopOn does not participate in, edit, select, or exercise material control over the advertising content, creatives, landing pages, or related informational content produced by Buyers (including but not limited to advertisers, DSPs, and any other demand-side partners), nor does TopOn make any express or implied warranty regarding the authenticity, legality, accuracy, completeness, or compliance of such content. The legal compliance responsibility for advertising content, creatives, landing pages, and promotional activities shall, in principle, be borne by the respective Buyers.
3.2.5 Where TopOn provides you with TopOn ADX services and you actually use such services, this Section 3.2.4 shall apply to you, and settlement between you and TopOn ADX shall be conducted in accordance with this section. If you and TopOn separately enter into an offline agreement for programmatic advertising cooperation, then in the event of any inconsistency between such offline agreement and this online agreement, the offline agreement shall prevail.
3.2.5.1 You have the right to review actual revenue statistics on a regular basis through the TopOn Platform. You agree that the statistical data collected on the TopOn Platform and/or statistical data provided by TopOn shall serve as the official basis for measuring actual revenue. You further acknowledge that, in certain circumstances, including fraud, statistical errors, anomalous data, third-party tracking specially agreed by the Parties, or any breach of this Agreement by you, TopOn may need to adjust the displayed statistical data. The Parties agree that TopOn shall not be required to pay any amounts associated with fraudulent activity (as determined by TopOn in its sole discretion, without any liability to you).
3.2.5.2 The Parties agree that the CPM pricing model shall apply under this Agreement. If any change is made, TopOn will notify you by email. You shall confirm the actual revenue statistics after the end of each calendar month, and you agree that data on the TopOn Platform shall be the sole basis for settlement under this Agreement. Prior to payment by TopOn, you are obligated to provide TopOn with an invoice (or invoice-equivalent billing document). If you fail to provide TopOn with an invoice (or invoice-equivalent billing document) in the correct amount, TopOn shall have no obligation to make payment to you, and such failure to pay shall not constitute a breach of this Agreement.
3.2.5.3 The settlement currency on the TopOn Platform shall be U.S. dollars. TopOn shall make payment to you within forty-five (45) calendar days after receipt of your invoice (or invoice-equivalent billing document) in the correct amount and valid form, and after TopOn’s confirmation thereof. All amounts payable to you under this Agreement shall be paid by wire transfer in U.S. dollars to the bank account registered by you on the TopOn Platform or otherwise designated by you in writing.
3.2.5.4 Taxes. You shall be responsible for any taxes levied by any competent tax authority (including but not limited to value-added tax, goods and services tax, and similar taxes). TopOn shall pay actual revenue to you in the amount shown on the TopOn Platform, unless any withholding tax is imposed by a tax authority on amounts payable to you under this Agreement, in which case such amounts shall be paid to you net of the required withholding, and TopOn shall remit such withheld taxes to the relevant authority.
3.2.5.5 Bank charges. Any fees charged by banks or other institutions in connection with wire transfers shall be borne by each Party respectively. Where a SWIFT international remittance applies, TopOn will use the SHA (shared) charging method, under which TopOn bears the remitting bank’s charges and you bear the charges of the receiving bank and any intermediary bank (if any). To reduce bank charges incurred by both Parties, if the amount of actual revenue for which you apply to settle is less than US$1,000.00, TopOn shall have the right to combine such amount with revenue fees from subsequent months for settlement until the total amount for which you apply to settle exceeds the foregoing threshold; if you nevertheless insist that TopOn pay revenue fees below the foregoing threshold, TopOn shall pay such amount to you, but all charges imposed by both Parties’ banks and any intermediary bank (if any) shall be borne by you. Except as set forth above, if the amount of actual revenue for which you apply to settle is insufficient to cover the charges imposed by both Parties’ banks and any intermediary bank (if any), TopOn shall have the right to combine such amount with revenue fees from subsequent months for settlement until the amount of actual revenue for which you apply to settle exceeds the foregoing threshold.
3.2.5.6 After this Agreement takes effect and before the partner applies to TopOn for revenue settlement through the TopOn Platform, the partner shall, as required by TopOn, provide true, lawful, and valid relevant personal identity information/legal entity registration information, payment collection information, and all qualification documents required by TopOn from time to time. Otherwise, TopOn shall have the right to refuse settlement and payment of the relevant revenue without incurring any liability for breach. If any of the above information or qualification documents provided by the partner to TopOn is inconsistent with the information provided by the partner at the time of registration on the TopOn Platform, or is false, unlawful, or invalid, TopOn shall have the right to delay payment until the information and qualification documents submitted by the partner satisfy TopOn’s internal review requirements, without incurring any liability for breach.
3.2.5.7 TopOn shall have the unilateral right to determine that the partner has committed a breach, or engaged in illegal or non-compliant operations, and any traffic obtained through such breach or illegal/non-compliant operations shall not constitute billable traffic. If the partner’s illegal, non-compliant, or breaching operations cause any loss to TopOn, TopOn shall have the right to directly offset the corresponding amount as compensation from actual revenue currently payable or payable in the future to the partner. If all actual revenue has already been paid by TopOn to the partner, or if unpaid actual revenue is insufficient to compensate TopOn for its losses, the partner shall separately compensate TopOn for the shortfall.
3.2.5.8 If the latest payment date agreed in this Agreement falls on a statutory holiday, such latest payment date shall automatically be extended to the first Business Day following the statutory holiday.
4.1 In the course of registering your Account or using the TopOn Platform, you may be required to provide certain necessary personal information. Where required by applicable national laws and regulations, you must provide true and accurate identity information. If you provide incomplete or inaccurate information, you may be unable to use the relevant software or services, or your use may be restricted.
4.2 TopOn will employ a variety of security technologies and procedures commensurate with the services provided by the TopOn Platform, and will establish sound management systems to protect your personal information from unauthorized access, use, or disclosure. However, you understand and acknowledge that, due to the open nature of the internet and the rapid pace of technological development, TopOn shall bear no liability for any disclosure or leakage of information caused by factors beyond TopOn’s control.
4.3 The TopOn Platformshall not publicly disclose or provide your registration data or non-public content stored on this website in connection with your use of the Services to any third party, except in the following circumstances:
(i) prior express authorization has been obtained from you;
(ii) as required by applicable laws and regulations;
(iii) as required by competent governmental authorities; or
(iv) where such third party agrees to assume privacy protection obligations equivalent to those of this Platform.
4.4 Without disclosing individual users’personal data, the TopOn Platform reserves the right to analyze the entire user database and to make commercial use of user data in aggregated form.
4.5 End User Personal Information Protection
4.5.1 You understand and agree to comply with the Data Agreement (the contents of which are set forth in Annex B) that you acknowledged upon registration. You shall provide End Users with clear explanations regarding the collection and use of their personal information in connection with the Services, including but not limited to the purposes, methods, and scope of collection and use of personal information, and shall obtain End Users’ prior consent. You understand and agree that TopOn’s Privacy Policy (https://www.toponad.net/en/privacy-policy) is incorporated herein as an annex to this Agreement and constitutes an integral part hereof.
4.5.2 You undertake that, in the course of your cooperation with TopOn, you will not collect or use any personal information in violation of applicable rules or regulations, and that you will comply with all applicable laws and regulations relating to the protection of minors and children’s personal information. You shall, in your Product’s privacy policy, make lawful and compliant disclosures regarding the purposes, types, uses, sharing scenarios, and integrated SDK details concerning your collection of personal information, and shall obtain the consent of the relevant personal data subjects.
4.5.3 You shall adopt organizational and technical measures that comply with applicable Laws to safeguard the security of data and information throughout the cooperation. You shall complete interface integration and testing in accordance with the developer documentation published by TopOn. All of your data retrieval and configuration activities must strictly comply with TopOn’s specifications and requirements, and shall be limited to the scope expressly authorized by TopOn in writing. You undertake to strictly adhere to the scope of such authorization, to perform your obligations only within the authorized scope, and not to engage in any conduct that exceeds the authorized scope or that violates this Agreement or any related agreements.
4.5.4 You expressly understand and agree that you must strictly comply with the specific provisions of the online or offline service agreement (including TopOn’s Privacy Policy) entered into with TopOn. Given that TopOn has no direct relationship with the End Users of your application, you undertake and warrant that, when TopOn processes relevant personal information or data for the purpose of providing services to you, you have provided End Users with appropriate notice and obtained their effective consent in accordance with applicable Laws, and that the manner, method, and procedures for obtaining such consent comply with applicable laws and regulations.
5.1 Unless otherwise expressly provided in this Agreement or required by applicable Laws, the TopOn Platform, TopOn technology, and Services are provided “AS IS” and “AS AVAILABLE,” without warranty of any kind, and TopOn expressly disclaims and denies all express, implied, or statutory representations and warranties. Without limiting the generality of the foregoing and to the maximum extent permitted by applicable Law, TopOn makes no express or implied representation, warranty, or guarantee regarding the reliability, fitness for purpose, quality, availability, non-infringement, or fitness for any particular purpose of the TopOn Platform, TopOn technology, or Services, nor does TopOn warrant that the TopOn Platform, TopOn technology, or Services will be uninterrupted or error-free, or that they will be compatible and interoperable with any other hardware, software, system, or data.
5.2 The Developer acknowledges and agrees that TopOn cannot guarantee the specific quantity, results, revenues, profits, or effectiveness of sold inventory or served Advertisements, and that TopOn shall under no circumstances be liable to the Developer for any unsold inventory arising out of the bidding, distribution, or fill process.
5.3 Without limiting the generality of any other provision of this Agreement, TopOn shall not be liable for any failure of the TopOn Platform and/or TopOn technology caused by circumstances beyond its reasonable control (including network failures, power outages, Developer hardware failures, and scheduled maintenance, updates, and configuration adjustments). The Developer acknowledges and agrees that certain features of the TopOn Platform and/or TopOn technology may depend on the normal operation of third-party applications or third-party demand-side entities, advertising platforms, ad networks, DSPs, and other partners, and that TopOn assumes no responsibility for, and makes no warranty regarding, any such third parties.
6.1 Any text, images, graphics, audio, and video materials contained in the services provided by TopOn to End Users pursuant to this Agreement are protected by copyright, trademark, and other intellectual property laws. Without the consent of TopOn or the relevant rights holders, none of the foregoing materials or any TopOn products may be directly or indirectly published, broadcast, rewritten for publication or broadcasting purposes, or redistributed by you or provided to any third party, or used for any other commercial purpose.
6.2 Neither Party shall, in any manner, reverse-engineer, reverse-assemble, compile, or otherwise attempt to derive the source code of the other Party’s products or services, and neither Party shall use the other Party’s products, SDK, SDK interfaces, or related services for any purpose other than those contemplated under this Agreement.
6.3 By accessing the Services, you shall not store, transfer, disseminate, transmit, publicly display or publish any content that violates any applicable Laws, regulations, TopOn’s policies or guidelines, or that infringes upon the rights (particularly Intellectual Property Rights) of any other person, or that restricts or prohibits any person from accessing and enjoying the Services. You shall not engage in any conduct that exceeds the scope authorized by TopOn and/or the third-party demand-side platforms, ADX platforms, and other platforms with which TopOn cooperates.
7.1 Each Party shall treat the other Party’s Confidential Information as confidential, and both Parties agree that such Confidential Information may only be used for the purpose of discussing and performing the obligations and exercising the rights under this Agreement. Each Party shall:
(i) not disclose, directly or indirectly, any such Confidential Information to any third party without the prior written approval of the disclosing party; and
(ii) disclose the disclosing party’s Confidential Information to the disclosing party’s employees and professional advisors only on a “need-to-know” and confidential basis.
7.2 Section 7.1 shall not apply to any information that the receiving party can reasonably demonstrate:
(i) is required to be disclosed by Law or by order of a court of competent jurisdiction, or pursuant to a binding order or direction of a financial authority or regulatory body (provided that the party making such disclosure shall promptly notify the disclosing party in writing of the requirement to disclose and shall provide reasonable assistance in seeking a protective order or other appropriate remedy);
(ii) was lawfully in the possession of the receiving party prior to disclosure by the disclosing party, without any obligation restricting disclosure; or such information entered the public domain through no breach of this Agreement; or
(iii) was independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
7.3 For the avoidance of doubt, nothing in this Article VII is intended to prevent or restrict TopOn’s right to disclose to Buyers information relating to the purchase of inventory and to report and analyze the performance of Advertisements served on such inventory.
7.4 The obligations of the Parties under this Article VII shall survive the termination or expiration of this Agreement.
8.1 If either Party is affected by a Force Majeure Event that prevents it from performing its obligations under this Agreement, that Party shall not be deemed to be in breach; provided, however, that the affected Party shall promptly notify the other Party and shall use its best commercially reasonable efforts to mitigate or remedy the adverse effects of such Force Majeure Event on the performance of this Agreement. For purposes of this Agreement, “Force Majeure Event” means: (1) natural force majeure events, lightning, earthquakes, floods, droughts, storms, hurricanes and blizzards, mudslides, water erosion, explosions and fires, epidemics, and other natural disasters; and (2) acts of government, acts of war, acts of public enemies, terrorist activities, civil disturbances, riots, and strikes.
8.2 You understand and agree that in order to provide you with more complete services, TopOn and its Affiliates may periodically or from time to time perform inspections, maintenance, upgrades, and similar activities on the TopOn Aggregation Platform and related equipment. Such activities may result in interruption or suspension of the relevant services for a reasonable period of time, and you agree to waive any claim against TopOn and its Affiliates for any losses caused thereby.
9.1 If the Developer engages in fraud, cheating, or any other breach of this Agreement that prevents TopOn from achieving its commercial objectives, such conduct shall constitute a material breach by the Developer. TopOn shall have the right to unilaterally terminate this Agreement and to require the Developer to pay TopOn liquidated damages in an amount equal to the Developer’s total actual revenues accrued during the three (3) months immediately preceding the occurrence of the breach. If such liquidated damages are insufficient to cover TopOn’s actual losses, the Developer shall continue to compensate TopOn for all remaining losses.
9.2 Except as otherwise provided in this Agreement, the Developer agrees to indemnify, defend, and hold harmless TopOn, its Affiliates, and their respective officers, directors, shareholders, employees, agents, and other representatives from and against any pending, threatened, settled, or adjudicated third-party claims, obligations, demands, judgments, and causes of action, as well as all associated costs and expenses (including reasonable attorneys’ fees, arbitration fees, and costs, collectively “Claims”), arising from or relating to: (i) the Developer’s breach of any representation, warranty, covenant, or restriction under this Agreement; (ii) the Developer’s or its representatives’ violation of any applicable Law or failure to notify TopOn of any requirement under applicable Law (including but not limited to any Data Protection Law); or (iii) any gross negligence or willful misconduct on the part of the Developer, its Affiliates, or any of their respective directors, officers, employees, contractors, agents, or other representatives.
9.3 TopOn agrees to indemnify, defend, and hold harmless the Developer, its Affiliates, and their respective officers, directors, shareholders, employees, agents, and other representatives from and against any Claims arising from: (a) TopOn’s breach of this Agreement; or (b) any gross negligence or willful misconduct on the part of TopOn, its Affiliates, or any of their respective directors, officers, employees, contractors, agents, or other representatives.
9.4 When seeking indemnification under this Agreement, the indemnified party shall promptly provide the indemnifying party with written notice of any Claim it believes falls within the scope of the indemnification obligations set forth herein. The indemnified party may, at its own expense, elect to participate in the defense, but the indemnifying party shall control the defense and all negotiations relating to the settlement of such Claims; provided that no settlement imposing any non-monetary obligation on the indemnified party shall be final without the written consent of the indemnified party.
If you commit any of the following breaches, TopOn shall have the right to suspend or terminate the cooperation, unilaterally terminate this Agreement and close your Account, and require you to bear full liability and compensate for all losses:
10.1 Your Products or your use of the TopOn Services violates any Laws, regulations, policies, industry standards, or this Agreement;
10.2 Your Products or your use of the TopOn Services results in third-party complaints, reports, or litigation against TopOn (including but not limited to complaints, letters, media reports, lawsuits filed against TopOn, or reports to competent authorities), or exposes TopOn to review or inquiry by competent authorities, or TopOn has reasonable grounds to believe that you or your Products are or may be causing or are likely to cause TopOn to incur liability for violations of law or regulations, complaints, litigation, or negative consequences;
10.3 Violation of the confidentiality requirements and/or End User personal information protection requirements under this Agreement, by transferring, copying, disseminating, assigning, licensing, or disclosing, permitting, or otherwise making available to others TopOn’s trade secrets or its software, data, End User personal information, or other informational content, or engaging in any commercial or business activities outside the scope of the purposes of this Agreement;
10.4 Neither Party shall be liable to the other Party or to any third-party claimant for any indirect, special, punitive, consequential, or incidental damages, including loss of profits, arising out of or in connection with this Agreement, however caused, under any theory of liability (including but not limited to negligence), even if that Party has been advised of the possibility of such damages. In no event shall TopOn’s total aggregate liability to the Developer or any third-party claimant under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, exceed the total fees actually paid by TopOn to the Developer for the relevant Services in the three (3) months immediately preceding the event giving rise to the Claim in question.
11.1 If the Developer is a natural person, legal entity, or other organization located in the United States, the following provisions shall apply:
(i) This Agreement and any and all disputes arising out of or in connection with this Agreement (including any allegation of breach, or any challenge to its validity or enforceability) shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.
(ii) Any dispute or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be submitted to the American Arbitration Association and shall be finally resolved by arbitration in accordance with its Commercial Arbitration Rules, and judgment on the arbitration award may be entered in any court of competent jurisdiction. The seat of arbitration shall be Los Angeles County, California. The language of the arbitration shall be English.
11.2 If the Developer is a natural person, legal entity, or other organization located outside the United States, the following provisions shall apply:
(i) This Agreement and any and all disputes arising out of or in connection with this Agreement (including any allegation of breach, or any challenge to its validity or enforceability) shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of laws principles.
(ii) Any dispute or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be submitted to the Singapore International Arbitration Centre (“SIAC”) for arbitration and final resolution. The seat of arbitration shall be Singapore, and the arbitration proceedings shall be conducted in accordance with the Arbitration Rules of the SIAC then in force, which rules are deemed to be incorporated herein by reference. The arbitral tribunal shall consist of three (3) arbitrators. The language of the arbitration shall be English.
11.3 The prevailing party shall be entitled to recover from the losing party all costs, damages, and expenses (including reasonable attorneys’ fees) incurred in connection with such proceeding, regardless of whether the dispute is ultimately resolved by judgment or award. The “prevailing party” means the party that is determined by the arbitrator(s), in good faith, to have substantially prevailed on the principal disputed issue(s).
11.4 Nothing in this Agreement shall preclude either Party from seeking injunctive or equitable relief from any court of competent jurisdiction.
12.1 TopOn may modify the terms of this Agreement at any time. Developers should periodically review these terms for any updates. Except in special circumstances (including emergency changes made in response to security, safety, legal, or regulatory requirements), if TopOn makes material changes to the terms of this Agreement, TopOn will provide Developers with reasonable prior notice of such material changes and their effective date, such as by email or account notification.The Developer hereby expressly waives any right to receive notice of such material changes through any other means.
12.2 If the Developer does not agree to the modified terms, the Developer must cease accessing or using the TopOn Platform, technology, and Services. The Developer’s continued use of the TopOn Platform, technology, and Services after the effective date of any update shall be deemed acceptance of the modified terms. Unless otherwise provided in this Agreement, no modification to the terms of this Agreement shall be valid unless made in writing and signed by both Parties.
13.1 This Agreement becomes effective upon your online acceptance of it, and your use of the Services constitutes your acknowledgment that you have read and agreed to be bound by this Agreement. Unless either Party provides the other with at least thirty (30) days’ prior written notice of termination, or unless another triggering event, statutory ground for termination, or right of termination arises, this Agreement shall remain in full force and effect from the date it becomes effective (the “Term”).
13.2 Either Party may immediately terminate this Agreement by providing written notice to the other Party if that other Party becomes insolvent, makes a composition or assignment for the benefit of creditors, enters into liquidation or administration proceedings, has a receiver or manager appointed over its business, or if any analogous event occurs.
13.3 Effect of Termination
13.3.1 Any termination of this Agreement (for whatever reason) shall not affect any rights or obligations that have already accrued to either Party, nor shall it affect the coming into force or continued effectiveness of any provision of this Agreement that expressly or by implication is intended to take effect or remain in effect on or after the date of such termination.
13.3.2 The Parties agree that either Party’s exercise of its right to terminate this Agreement in accordance with this Agreement shall not give rise to any right on the part of the other Party to claim any damages, costs, loss of profits, or any other legal or equitable remedy with respect to such termination.
14.1 Without prejudice to applicable Laws, TopOn shall have the right, upon reasonable notice to Developers, to terminate all or part of the Services based on platform operational needs, adjustments to Platform Rules, compliance requirements, or risk control needs, and shall not be liable to the Developer for any resulting breach of contract.
14.2 Without the prior written consent of TopOn, the Developer may not assign, novate, sublicense, mortgage, or otherwise pledge any of its rights or obligations under this Agreement to any third party. TopOn may assign, transfer, novate, or otherwise dispose of all of its rights and obligations under this Agreement to an Affiliate without requiring the consent or approval of the Developer, and such rights and obligations shall bind and inure to the benefit of TopOn’s successors and permitted assigns. The Developer undertakes to take all necessary measures and execute all necessary documents to facilitate such assignment, transfer, novation, or disposition.
14.3 The Developer agrees to accept this Agreement electronically, and such electronic acceptance shall have the same legal force and effect as a signature or seal.
14.4 Nothing in this Agreement shall be construed as creating a partnership between the Parties, nor as constituting either Party as the agent or legal representative of the other Party, nor as establishing any relationship of trust between the Parties.
14.5 These terms (as amended from time to time) constitute the entire agreement between the Parties with respect to the subject matter of this Agreement and supersede all prior written or oral agreements between the Parties with respect to such subject matter. Any waiver by TopOn of a breach or non-compliance with any provision of these terms shall not be construed as a waiver of any prior or subsequent breach or non-compliance with such provision.
14.6 This Agreement includes annexes, which are an integral and inseparable part of this Agreement.
14.7 The failure of either Party to exercise or enforce any right conferred upon it by this Agreement shall not be construed as a waiver of such right, nor shall it preclude that Party from exercising or enforcing such right at any subsequent time. Any waiver of a right arising from any breach or non-performance of, or default under, this Agreement shall be made in writing and signed by the waiving Party. Neither Party shall be deemed to have waived any right arising from any breach or non-performance of, or default under, this Agreement by reason of any delay in, or failure to exercise, such right.
14.8 Unless otherwise expressly agreed by the Parties or otherwise provided in this Agreement, the terms of this Agreement and the rights and remedies of either Party hereunder are cumulative and shall not prejudice any right or remedy that such Party may have at law or in equity, and are in addition to and not in lieu of such Party’s rights and remedies.
14.9 The English-language version of this Agreement, regardless of whether it has been or will be translated into any other language, shall be the sole valid version. In the event of any inconsistency or discrepancy in interpretation between the English version and any other language version, the English version shall prevail.
This TopOn SDK License Agreement (this “SDK License Agreement”) is entered into as a supplement to the offline or online TopOn User Service Agreement (the “Cooperation Agreement”) between you (the “Developer”) and TopOn, and constitutes an integral and inseparable part of the Cooperation Agreement. This SDK License Agreement shall take effect on the date the Cooperation Agreement becomes effective and shall remain in full force and effect until the Cooperation Agreement is terminated. In the event of any inconsistency or conflict between this SDK License Agreement and the Cooperation Agreement, and to the extent it relates to the SDK license, this SDK License Agreement shall prevail. Capitalized terms used but not defined in this SDK License Agreement shall have the meanings ascribed to them in the Cooperation Agreement and/or applicable laws and regulations.
This Agreement governs all or any part of your access to and use of the TopOn Software Development Kit and any updated versions thereof (the “TopOn SDK”; the download link shall be as provided by TopOn; for the avoidance of doubt, unless otherwise specifically indicated, all references to “SDK” in this Agreement refer to the TopOn SDK),including any access or use that occurred before you accepted of this SDK License Agreement. By downloading, accessing, or using the SDK, you agree to be bound by the terms of this Agreement and the Cooperation Agreement. If you are using the SDK on behalf of an entity, you represent and warrant that you have full legal authority to bind that entity to this Agreement and the Cooperation Agreement, and all references to “you” or “your” in this Agreement refer to that entity. If you do not agree to all terms of this Agreement and the Cooperation Agreement, do not download, access, or use the SDK, and do not access or use any TopOn Services as defined in the Cooperation Agreement.
1. License Grant
Subject to your compliance with this Agreement and the Cooperation Agreement, TopOn hereby grants you a limited, worldwide, non-sublicensable, non-transferable, royalty-free, fully revocable, non-exclusive license to use the SDK in accordance with this SDK License Agreement and the Cooperation Agreement, and solely for the purpose of using the TopOn Services (the “Permitted Purpose”).
2. Restrictions
2.1 You may not use the SDK where prohibited by Law. Except as expressly authorized by TopOn in writing, you may not, directly or indirectly (or assist or permit any third party to): (1) distribute, sell, sublicense, rent, lend, lease, or transfer the SDK to any third party; (2) use the SDK to create or assist in creating any product or service that competes in any manner with any services provided by TopOn, including connecting to any other supply-side platform or any third-party ad server using the SDK; (3) combine the SDK with other software in a manner that limits, blocks, circumvents, impairs, or affects the functionality of the SDK or charges for access to the SDK; (4) copy, decompile, modify, reverse-engineer, recompile, disassemble, dismantle, translate, adapt, or create derivative works of the SDK (including its runtime components or any other parts thereof); (5) use the SDK to develop any software to upload or otherwise transmit any material containing software viruses or other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any software or hardware, or to violate any applicable Laws or regulations; or (6) use the SDK in any manner that would damage TopOn’s interests or reputation.
2.2 You shall not represent to the public or to any of your business development personnel that any of your SDK products have been certified or otherwise endorsed or guaranteed by TopOn.
2.3 Nothing in this Agreement shall limit or restrict TopOn’s right to assert claims of infringement or other Intellectual Property Rights claims against you.
3. Data
3.1 You acknowledge and agree that, by accessing or using the SDK and the TopOn Services, you agree that the SDK will enable you to transmit or share information with TopOn, and that TopOn may collect and receive information regarding your use of the TopOn Services and information about your End Users, including End User device information, End Users’ browsing behavior, and other information as detailed in TopOn’s Privacy Policy (available at https://www.toponad.net/en/privacy-policy, as may be updated by TopOn from time to time, the “TopOn Privacy Policy”) (“User Data”). You further agree that, in connection with the TopOn Services and your use of the SDK, TopOn may transmit or share information collected from you, directly or indirectly, including User Data, with third parties that provide services to facilitate and improve the TopOn Services. By using and accessing the SDK, you agree and shall comply with all applicable Laws, regulations, and other requirements. Without prejudice to the TopOn Privacy Policy and the Privacy and Data Protection Agreement, you represent and warrant that in all circumstances you have provided your End Users with adequate notice and obtained their effective consent for the collection and transmission of information to TopOn, so that TopOn may process such information in accordance with the TopOn Privacy Policy, the Cooperation Agreement, and this Agreement.
3.2 TopOn may provide reporting data, including revenue data, impression counts, ad serving, and ad response data relating to ad impressions transmitted through the SDK (“Reporting Data”). In accordance with the terms of this Agreement, the Cooperation Agreement, and all applicable Laws and regulations (including applicable privacy and data protection laws), you undertake and agree that you will access and use the Reporting Data solely for internal business purposes related to the TopOn Services, and you agree that you will not, and will not permit any third party to: (i) intercept or obtain any Reporting Data, including the value of any ad or impression, for the purpose of circumventing or competing with the TopOn Services; (ii) intercept or obtain any revenue data, including to determine the value of an ad or impression before an impression is served, so as to directly or indirectly use such information in a dynamic, programmatic, or other manner to select whether to allocate an impression to TopOn; (iii) access or use any Reporting Data for any purpose not expressly authorized by this Agreement; (iv) reverse-engineer, decompile, triangulate, or modify any Reporting Data to obtain, determine, or infer any information beyond the data fields available through the SDK, including TopOn’s Confidential Information, pricing information, and the identities of any TopOn developers not included in TopOn’s reports; or (v) without legally valid consent, or beyond the scope of an End User’s consented authorization, combine, mix, associate, link, or merge any Reporting Data with personally identifiable information, unless permitted by applicable Laws or regulations.
4. Ownership
TopOn owns and retains all right, title, and interest in and to the SDK, including but not limited to all copyrights and other Intellectual Property Rights therein. TopOn reserves all rights in the SDK not expressly set forth in this Agreement. Nothing in this Agreement grants you any right to use the trade names, trademarks, service marks, logos, or other distinctive brand features and other Intellectual Property Rights of TopOn or its Affiliates.
5. Updates
TopOn may update the SDK at any time. TopOn is under no obligation to provide any new features or functionality through the SDK.
6. Indemnification
You agree to defend, indemnify, and hold harmless TopOn and any of its directors, officers, employees, Affiliates, and agents from and against all Claims, losses, damages, liabilities, and other costs and expenses (including attorneys’ fees, arbitration, or litigation costs) arising from your use of the SDK or your breach of this Agreement.
Notwithstanding any contrary provision of this Agreement or any other agreement or document, if you breach this Agreement, TopOn shall have the right to cancel the cooperation or withdraw any recommendation, offer, or transaction extended to you and to immediately terminate any agreement between TopOn and you without notice.
7. Disclaimer of Warranties
TopOn provides the SDK “AS IS” without warranty of any kind. Except as expressly provided in this Agreement, TopOn hereby disclaims all express or implied warranties, including warranties of merchantability, fitness for a particular purpose, performance, accuracy, reliability, availability, compatibility, and non-infringement. Your use of the SDK and any data (including Reporting Data) or materials downloaded or otherwise obtained through the use of the SDK are at your own risk, and you shall be solely and fully responsible for any damage to your computer systems or other devices or any loss of data, profits, or revenues caused directly or indirectly by your use of the SDK.
8. Limitation of Liability
To the maximum extent permitted by applicable Law, TopOn and/or its Affiliates shall not be liable for any damages arising from the use of or inability to use the SDK (including but not limited to loss of business profits, business interruption, loss of business information, or other economic loss), even if TopOn or that party has been advised of the possibility of such damages. Without prejudice to this section, the limitation of liability provisions in the Cooperation Agreement shall continue to apply to you and TopOn.
9. Termination
This Agreement shall remain in effect for so long as you use the SDK or the TopOn Services. TopOn shall have the right to immediately terminate this Agreement upon any breach by you of any provision hereof. Upon termination of this Agreement, you agree to destroy all copies of the SDK and any Reporting Data in your possession or control. The confidentiality, indemnification, disclaimer of warranties, limitation of liability, and general provisions of this Agreement shall survive termination.
10. General Provisions
10.1 You may not assign any part of this Agreement to any third party.
10.2 This Agreement constitutes the entire agreement between the Parties with respect to this license and supplements the Cooperation Agreement. If the Cooperation Agreement is invalid or unenforceable, this Agreement shall remain in full force and effect and shall be binding upon you and TopOn. If any provision of this Agreement is found to be unenforceable for any reason, such provision shall be modified only to the extent necessary to make it enforceable. In the event of any conflict between this Agreement and any other agreement governing your use of the SDK, the terms of this Agreement shall prevail. For any matter not addressed in this Agreement, the Cooperation Agreement shall continue to apply. The term “including” as used in this Agreement means “including but not limited to.”
10.3 The governing law and dispute resolution provisions set forth in the Cooperation Agreement shall apply to this Agreement.
This Data Processing Addendum (this “Addendum”) is entered into as a supplement to the TopOn User Service Agreement (as amended from time to time, available at https://www.toponad.net/en/terms, the “Master Agreement”) between you (the “Developer”) and TopOn, and constitutes an integral and inseparable part of the Master Agreement. This Addendum shall take effect on the date the Master Agreement becomes effective and shall remain in full force and effect until the Master Agreement is terminated. The Developer’s obligations under this Addendum shall not cease or be extinguished by any invalidity, suspension, termination, or rescission of the Master Agreement or this Addendum. If any other agreement previously entered into between the Parties covers the same subject matter as this Addendum, this Addendum shall take precedence. In the event of any inconsistency or conflict between this Addendum and the Master Agreement, and to the extent it relates to personal information, this Addendum shall prevail. Capitalized terms used but not defined in this Addendum shall have the meanings ascribed to them in the Master Agreement and/or under applicable Data Protection Laws.
PART 1 – DEFINITIONS
For purposes of this Addendum, the following definitions shall apply:
1.1 "Applicable Data Protection Laws" means all applicable laws and regulations, including but not limited to international, federal, national, and state privacy, data security, and data protection laws and regulations (including but not limited to European/UK Data Protection Laws, LGPD, Russian data protection laws, COPPA, and U.S. State Privacy Laws, as applicable).
1.2 "U.S. State Privacy Laws" means consumer privacy laws enacted by U.S. states and their implementing regulations that may come into effect during the term of this Agreement, including: the California Consumer Privacy Act (“CCPA”), the Colorado Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act, and the Virginia Consumer Data Protection Act.
1.3 "COPPA" means the U.S. Children’s Online Privacy Protection Act and the Children’s Online Privacy Protection Rule promulgated by the U.S. Federal Trade Commission.
1.4 "Controller" means the entity that determines the purposes and means of processing Personal Information, including the “Controller” as defined under European/UK Data Protection Laws and U.S. State Privacy Laws (other than the CCPA), and the “Business” as defined under the CCPA.
1.5 "Data Exporter" means the party that transfers Personal Information to the Data Importer pursuant to a Restricted Transfer.
1.6 "Data Importer" means the party that receives Personal Information from the Data Exporter pursuant to a Restricted Transfer.
1.7 "Destruction" means burning, shredding, or otherwise destroying paper documents, or deleting or erasing electronic files or media, such that all such information is rendered unreadable or unrecoverable.
1.8 "EEA" means the European Economic Area.
1.9 "European/UK Data Protection Laws" means: (1) the EU General Data Protection Regulation 2016/679 (“EU GDPR”); (2) the EU ePrivacy Directive (Directive 2002/58/EC); (3) the EU GDPR as retained in UK law by Section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”); (4) the Swiss Federal Act on Data Protection 1992 (“Swiss DPA”); and (5) any and all applicable national laws enacted pursuant to or in implementation of (1), (2), (3), and (4); in each case as may be amended or superseded from time to time.
1.10 "LGPD" means the Lei Geral de Proteção de Dados (Law No. 13,709/2018), as amended, including but not limited to any and all applicable implementing regulations.
1.11 "Personal Information" means any information relating to an identified or identifiable natural person, or information that describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, to a particular natural person or household. The term Personal Information shall include (but is not limited to) names, postal addresses, email addresses, social insurance numbers, driver’s license or identity card numbers, account numbers, credit or debit card numbers, medical information, device identifiers, internet protocol addresses; cookies, beacons, pixel tags, mobile advertising identifiers, or similar technologies, unique pseudonyms, user aliases, telephone numbers, or any other persistent identifier that can be used to recognize a consumer, a household, or a device associated with an individual or household across time and across different services; or other forms of persistent or probabilistic identifiers that can be used to identify a particular individual or device; and any other information that is considered “Personal Information” or “Personal Data” under applicable Data Protection Laws. For the avoidance of doubt, Personal Information includes special or sensitive categories of data as provided for under applicable Data Protection Laws.
1.12 "Processing" means any operation performed on Personal Information, whether by manual or automated means, including but not limited to collection, recording, classification or organization, structuring, access, storage, adaptation or alteration, retrieval, consultation, use, transmission, disclosure by dissemination or otherwise, alignment or combination, restriction, deletion, or Destruction.
1.13 "Processor" means an entity that processes Personal Information on behalf of a Controller, including the “Processor” as defined under European/UK Data Protection Laws and U.S. State Privacy Laws (other than the CCPA), entities entrusted to process Personal Information on behalf of a controller under Chinese data protection regulations, and the “Service Provider” as defined under the CCPA.
1.14 "Restricted Transfer" means: (i) where the EU GDPR applies, a transfer of Personal Information from the EEA to a country outside the EEA that is not subject to an adequacy decision by the European Commission; (ii) where the UK GDPR applies, a transfer of Personal Information from the UK to any other country that is not subject to an adequacy decision under Section 17A of the UK Data Protection Act 2018; and (iii) where other Data Protection Laws apply, a cross-border transfer of Personal Information from that jurisdiction to any other country that is not subject to an adequacy decision under such applicable Data Protection Laws.
1.15 "Standard Contractual Clauses" means: (i) where the EU GDPR applies, the contractual clauses set out in the Annex to the European Commission Implementing Decision of June 4, 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 (the “EU SCCs”); (ii) where the UK GDPR applies, the standard data protection clauses adopted or permitted pursuant to Article 46 of the UK GDPR, including the International Data Transfer Agreement issued by the UK Information Commissioner (VERSION A1.0, in force March 21, 2022) and the EU SCCs attached to the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner (VERSION B1.0, in force March 21, 2022) (the “UK SCCs”); and (iii) where other Data Protection Laws apply, the standard contractual clauses or other appropriate cross-border transfer mechanisms approved by the competent data protection authority or equivalent body and adopted or permitted pursuant to such applicable Data Protection Laws.
1.16 "TopOn Privacy Policy" means TopOn’s privacy policy as updated from time to time on TopOn’s official website (https://www.toponad.net/).
Capitalized terms used but not specifically defined in this Addendum shall have the same meaning as in the Master Agreement.
PART 2 – DATA PROTECTION
2.1 Relationship of the Parties. The Parties acknowledge that, except as otherwise expressly provided in this Addendum, TopOn and the Developer will each act as separate and independent Controllers with respect to the processing of Personal Information. The details of such processing are set forth in Schedule 1 to this Addendum. Each Party shall comply with the obligations imposed on it by Applicable Data Protection Laws.
2.2.1 The Developer warrants that it shall prominently publish, maintain, and comply with a publicly accessible privacy policy within each product in which Personal Information is collected, in accordance with Applicable Data Protection Laws and this Addendum, and shall provide data subjects with appropriate notice of, and obtain their valid consent to, such privacy policy. If European/UK Data Protection Laws apply to the Developer, for the avoidance of doubt, a data subject’s acceptance of the Developer’s terms and conditions shall not constitute consent under European/UK Data Protection Laws. The Developer must display a valid consent prompt to data subjects (e.g., a “cookie banner”) and shall not commence collection of personal data until the data subject has voluntarily provided consent. The Developer warrants that data subjects are able to access all features of its products without providing consent.
2.2.2 The Developer acknowledges that TopOn has no direct relationship with data subjects. Accordingly, the Developer warrants that prior to enabling or initializing the SDK or otherwise making Personal Information of data subjects available to TopOn, the Developer will, on behalf of TopOn, provide data subjects with appropriate notice and obtain their valid consent — either by fulfilling its obligations under Section 2.2.1 of this Addendum or by using another lawful and effective consent mechanism — so as to ensure that TopOn may process their Personal Information in the manner described in this Addendum and the TopOn Privacy Policy for the following purposes (the “TopOn Purposes”): (a) transmission to advertisers or third-party attribution service providers designated by advertisers for advertising attribution purposes; (b) use for settlement between TopOn and advertisers or demand-side entities; (c) use for user analytics and profiling, generating labels and characteristics, training algorithmic models, and optimizing products and services; (d) use for serving Advertisements (including but not limited to interest-based advertising, behavioral advertising, targeted advertising, and retargeted advertising); and (e) transmission of Personal Information to third parties for the foregoing purposes, including to TopOn’s Affiliates, advertising demand-side entities, advertisers or third-party attribution service providers designated by advertisers, TopOn’s technology service providers, and TopOn’s other business partners (collectively, “TopOn Partners”), and Restricted Transfers. To the extent that the Developer processes Personal Information for purposes other than the TopOn Purposes (“Developer Purposes”, including but not limited to for sending bid requests to TopOn and for settlement with TopOn), the Developer shall also ensure that it has obtained the data subjects’ valid consent for such purposes. Upon TopOn’s request, the Developer shall provide TopOn with records of all user consent obtained. The Developer shall notify TopOn in writing within twenty-four (24) hours of receiving notice from any user of a withdrawal of consent or objection to any processing.
2.2.3 The Developer shall provide data subjects with:
(i) an option to opt out of interest-based advertising, behavioral advertising, targeted advertising, or retargeted advertising;
(ii) an option to prohibit the sale of their Personal Information; and
(iii) any other options required to be made available under applicable Data Protection Laws.
2.2.4 The Developer warrants that it provides appropriate notice to, and obtains valid consent from, its employees who engage in direct contact with TopOn’s business representatives or who access the TopOn Platform/website (“Developer Representatives”), so as to ensure that TopOn and/or its Affiliates may, in accordance with the TopOn Privacy Policy, store the personal information of Developer Representatives and send direct marketing communications regarding relevant products or services by email to Developer Representatives. The Developer shall, upon TopOn’s request, provide TopOn with records of all Developer Representative consent, and shall notify TopOn in writing within twenty-four (24) hours of receiving notice of any Developer Representative’s withdrawal of or objection to consent.
2.2.5 The Developer shall not, by act or omission, cause TopOn to violate Applicable Data Protection Laws, any notice provided to data subjects, or the scope of consent obtained from data subjects when processing shared personal data pursuant to this Addendum.
2.2.6 TopOn does not collect the ages of users. If the Developer discovers that TopOn has collected Personal Information from a child without first obtaining verifiable parental or guardian consent, the Developer shall promptly notify TopOn, and TopOn will endeavor to promptly delete such information upon discovery.
2.2.7 TopOn will continually update and iterate its SDK versions in order to upgrade and optimize products, enhance security, and meet legal and regulatory requirements, and the fields collected by different SDK versions may vary. In order to ensure that both Parties conduct their cooperation in a lawful and compliant manner and to genuinely fulfill their obligations to protect users’ Personal Information, the Developer shall ensure that the TopOn SDK integrated into its products has been updated to the latest official version, so as to avoid violations of law or regulations arising from the use of an outdated SDK version that could expose the Developer or TopOn to regulatory penalties. TopOn will notify Developers promptly following any SDK update through its official website notice, in-platform messages, announcements, and other effective means, and the Developer shall keep informed and update the SDK version promptly.
2.3 Confidentiality of Processing. The Developer shall keep all data strictly confidential in accordance with the confidentiality provisions of the Master Agreement. The Developer shall ensure that any person authorized by the Developer to process data (including the Developer’s employees, agents, and subcontractors) is subject to strict confidentiality obligations (whether contractual or statutory) and shall not permit any person not subject to such confidentiality obligations to process the data. The Developer shall ensure that only authorized persons may access and process the data, and that such access and processing is strictly limited to the scope necessary to achieve the purposes agreed upon in this Addendum.
2.4 Security. The Developer shall, having regard to the nature and scope of the Developer’s activities and services, and in accordance with Applicable Data Protection Laws, implement and maintain reasonable and appropriate physical, technical, and organizational measures to ensure the ongoing integrity, confidentiality, and availability of the data, as well as the resilience of the systems and services used to process the data. These measures shall include but not be limited to: (1) protecting data against accidental or unlawful (a) Destruction, and/or (b) loss, alteration, unauthorized disclosure, or access (a “Security Incident”); (2) all controls specified in Schedule 2; and (3) measures as required under Article 32 of the EU GDPR or UK GDPR (as applicable). The Developer shall implement and maintain comprehensive written privacy and information security policies and procedures and shall provide such documents to TopOn upon request. The Developer shall also provide reasonable assistance to enable TopOn to comply with its obligations relating to the security of processing under Applicable Data Protection Laws.
2.5 Cooperation and Individual Rights. The Developer shall, upon request and at its own expense, provide all reasonable and timely assistance to TopOn to enable TopOn to respond to: (1) any individual’s request to exercise its rights under Applicable Data Protection Laws (including rights of access, rectification, objection, erasure, and data portability, as applicable); and (2) any other correspondence, inquiry, or complaint received from individuals, regulatory authorities, courts, or other third parties in connection with the processing of data. If any such request, communication, inquiry, or complaint is directed to the Developer, the Developer shall promptly notify TopOn and provide all relevant details. Upon TopOn’s request, the Developer shall delete and permanently destroy the data, or otherwise deal with the data, in order to respond to a consumer’s request.
2.6 Security Incidents. As soon as the Developer becomes aware of, or has reason to believe that, a Security Incident has occurred, the Developer shall immediately notify TopOn (in any event, within twenty-four (24) hours) and shall promptly provide all information and cooperation that TopOn may require in order to fulfill its data breach reporting obligations under Applicable Data Protection Laws. The Developer shall further take all necessary measures and actions to remedy or mitigate the effects of the Security Incident and shall keep TopOn informed of all developments relating to the Security Incident.
2.7 Data Deletion. Each Party shall, promptly after the TopOn Purposes and the Developer Purposes have each been achieved or have become incapable of achievement, destroy all data in its possession or control (including any data provided to third parties for processing and all copies of the data), unless the Developer or TopOn has a lawful basis under Applicable Data Protection Laws to retain the data. This provision shall not apply where any applicable Law requires or permits either Party to retain some or all of the data, in which case each Party shall isolate and protect the data from any further processing except to the extent required by such Law, until deletion is legally permissible.
2.8 Data Protection Assessments and Records. The Developer shall provide TopOn with the necessary information to assist TopOn in completing data protection assessments and maintaining records as required by Applicable Data Protection Laws.
2.9 Audit. The Developer shall permit TopOn (or its designated third-party auditor) to audit the Developer’s compliance with this Addendum and shall provide TopOn with all necessary information, systems, and personnel to demonstrate the Developer’s compliance with this Addendum and Applicable Data Protection Laws, and shall permit TopOn (or its third-party auditor) to conduct such audits. The Developer acknowledges that TopOn (or its third-party auditor) may, for the purpose of conducting this audit, enter the Developer’s premises, provided that TopOn shall give the Developer reasonable prior notice of its intention to audit, conduct the audit during normal business hours, and take all reasonable steps to avoid unnecessary disruption to the Developer’s operations. TopOn shall not exercise its audit rights more than once in any twelve (12) calendar months, unless (1) required by direction of a competent data protection authority; or (2) TopOn determines that a further audit is necessary due to a Security Incident suffered by the Developer. If the Developer is regularly audited by independent third-party auditors pursuant to ISO 27001, ISO 27701, SSAE 18 SOC 1, 2, 3, and/or PCI standards (as applicable), the Developer shall, upon request, provide TopOn with a summary copy of its audit reports, which shall be subject to the confidentiality provisions of the Master Agreement.
2.10 Processing of U.S. Sensitive Personal Data. This Section applies to Developers where TopOn is designated as ASCENT PRO TECHNOLOGY LIMITED in the Master Agreement and where the processing involves bulk U.S. sensitive personal data.
2.10.1 The terms “bulk U.S. sensitive personal data,” “country of concern,” “covered person,” and “data brokerage” as used in this Section shall have the meanings given to them in the final rule titled “Provisions Pertaining to Preventing Access to U.S. Sensitive Personal Data and Government-Related Data by Countries of Concern or Covered Persons” promulgated by the U.S. Department of Justice pursuant to Executive Order 14117.
2.10.2 The Developer represents and warrants that, as of the effective date of this Data Processing Agreement, it does not constitute a covered person. The Developer further agrees that if it becomes, or if any change in its status occurs that could reasonably be expected to result in it being considered, a covered person at any time during the term of this Agreement, it shall immediately notify TopOn in writing. Such notification shall be provided as promptly as possible following the occurrence of the relevant event, and in no event later than twenty-four (24) hours thereafter. If the Developer provides such notification to TopOn, or if TopOn has reasonable grounds to believe that the Developer has become a covered person, TopOn shall have the right to immediately terminate this Agreement unilaterally by written notice, without incurring any liability to the Developer.
2.10.3 The Developer undertakes and agrees not to engage in any data brokerage transaction involving a country of concern or a covered person with respect to any bulk U.S. sensitive personal data obtained or accessed pursuant to the Master Agreement or this Data Processing Agreement. A violation of this undertaking shall constitute a material breach of this Agreement. Upon the occurrence of such a breach, or if TopOn has reasonable grounds to believe that such a breach has occurred, TopOn shall have the right to immediately and unilaterally terminate this Agreement without incurring any liability to the Developer and may seek all available remedies under this Agreement.
2.11 Indemnification. The Developer shall indemnify TopOn against all Claims (including third-party Claims against TopOn), losses, costs, injuries, expenses (including reasonable legal fees), liabilities, and damages (“Damages”) suffered or incurred by TopOn as a result of the Developer’s breach of the data protection provisions of this Addendum.
PART 3 – RESTRICTED TRANSFERS
3.1 Standard Contractual Clauses. The Parties agree that, when a transfer of Personal Information under the Master Agreement constitutes a Restricted Transfer, the Standard Contractual Clauses are incorporated into this Addendum by reference, as follows:
For data protected by the EU GDPR, the EU SCCs shall be completed as follows:
● Module One (Controller to Controller) shall apply;
● In Clause 7, the optional docking clause shall apply;
● In Clause 11, the optional language shall not apply;
● In Clause 17, Option 1 shall apply, and the EU SCCs shall be governed by the law of the Netherlands;
● In Clause 18(b), disputes shall be resolved before the courts of the Netherlands;
● The information required in Annexes 1 and 2 of the EU SCCs shall be as set out in Schedules 1 and 2 of this Addendum.
3.2 For data protected by the UK GDPR, the UK SCCs shall be completed as follows:
● The International Data Transfer Agreement issued by the UK Information Commissioner (VERSION A1.0, in force March 21, 2022, the “IDTA”) shall be deemed to have been entered into;
● Tables 1–4 in Part 1 of the IDTA shall be deemed to have been completed as follows: (a) the UK national law governing the IDTA shall be the law of England and Wales; (b) the primary place for legal claims under the IDTA shall be England and Wales; (c) the Linked Agreement refers to the TopOn Programmatic Trading Platform Master Agreement; (d) the UK GDPR applies to the Data Importer; (e) either party to the IDTA may terminate the IDTA prior to the end of its term by serving one month’s written notice; (f) the party that may terminate the IDTA when an approved IDTA changes shall be the Data Exporter; and (g) if the following information in the Linked Agreement (as defined in the IDTA) is updated, the following information in the IDTA shall automatically update: categories of personal information transferred; categories of special category and criminal records data; data subjects of personal information transferred; purposes for which the Data Importer may process the personal information transferred; and security requirements;
● Except as set forth in (A) through (G) above, the information in Tables 1–3 shall be as set out in Schedule 1 of this Addendum; and
● Table 4 shall be as set out in Schedule 2 of this Addendum.
3.3 For data protected by other applicable Data Protection Laws, the Data Exporter and Data Importer agree that the corresponding Standard Contractual Clauses shall automatically apply to a transfer of Personal Information from the Data Exporter to the Data Importer, and shall, where applicable, be deemed to have been completed on an analogous basis to that described with respect to the Standard Contractual Clauses above.
3.4 The Data Importer shall not participate in (and shall not permit any (sub-)processor to participate in) any other Restricted Transfer of Personal Information under or in connection with the Master Agreement (whether as exporter or importer of Personal Information) unless such Restricted Transfer is made in full compliance with Applicable Data Protection Laws.
3.5 In the event of any conflict between this Addendum and the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.
SCHEDULE 1 – DETAILS OF PROCESSING
A. List of Parties
DATA EXPORTER
|
Name |
Developer, as identified by the official legal name of the legal entity registered on the TopOn Platform |
|
Contact details (name, title, and contact information of the person responsible for data processing) |
As registered by the Developer on the TopOn Platform |
|
Role (Controller / Processor) |
Controller |
DATA IMPORTER
|
Name |
TopOn |
|
Legal Entity |
If the Developer is located in the United States, "TopOn" or the "TopOn Platform" refers to ASCENT PRO TECHNOLOGY LIMITED; if the Developer is located outside the United States, "TopOn" or the "TopOn Platform" refers to TOPON PTE. LTD. |
|
Contact details (name, title, and contact information of the person responsible for data processing) |
DPO, privacy@toponad.net |
|
Role (Controller / Processor) |
Controller |
B. Description of the Transfer
|
Categories of data subjects |
Users (as defined in the Agreement) Developer Representatives (as defined in the Agreement) |
|
Categories of personal information transferred |
In respect of end users: Behavioral data: browsing or click history; user interactions with ad creatives, including the location of clicks on creatives, timing and duration of click actions, browsing and install-triggering actions, and time periods during which creatives are viewed; Location data: IP address, country, time zone, and regional settings (including country information and preferred language); Persistent identifiers: device identifiers; advertising identifiers; MAC addresses; internal identifiers assigned to devices by third-party attribution platforms (optional, subject to actual transmission by the Developer); App information: app package name, app version and features, whether the app was downloaded from an app store, SDK version, and list of installed apps; Device information: device manufacturer, device model, device type, screen information, battery information, volume and font size settings, whether the device is an emulator, network information, hardware information, Limited Ad Tracking (LAT) status, device boot time, hashed device username, and device storage capacity information; Other: device event information (e.g., system crashes and system activities), timestamps, the date and time of your request and source URL, user agent, ad performance data (optional, subject to actual transmission by the Developer), and ad information (ad type, creative unique identifier, and creative version).
In respect of Developer Representatives: Personal details: name Contact details: email and telephone information (if proactively provided by the Developer) Employment contact information: current job description; job title; unit/department; work location |
|
Manner of transfer |
The Developer permits TopOn to collect through the SDK; or the Developer transmits to the TopOn SDK. |
|
Sensitive data transferred (if applicable) and applicable restrictions or safeguards |
Not applicable |
|
Frequency of transfer |
Continuous during the term of the Cooperation Agreement |
|
Nature and purpose of the transfer and processing |
Nature: collection, storage, reproduction, analysis, deletion As set forth in Section 2.2.2 of this Addendum |
|
Retention period (or, if not determinable, the criteria used to determine such period) |
As set forth in Section 2.7 of this Addendum |
SCHEDULE 2 – TECHNICAL AND ORGANIZATIONAL SECURITY MEASURES: MINIMUM SECURITY CONTROLS
The following is a description of the technical and organizational measures that TopOn, and where applicable any processor engaged by TopOn, must implement at a minimum, having regard to the nature, scope, context, and purposes of the processing and the risks to the rights and freedoms of natural persons:
In order to prevent unauthorized access, use, disclosure, or Destruction of users’ Personal Information, TopOn will adopt strict security protection measures. TopOn will implement physical, technical, and administrative management measures that comply with applicable Laws and industry standards. For example, TopOn will use firewalls, encryption technologies, and other automated software designed to prevent fraud and identity theft; TopOn will only store information on equipment and in locations that offer a high degree of protection. TopOn will also implement strict monitoring of peripheral areas and data access occurring at building entrances through video surveillance and other electronic monitoring means.