• Japanese convenience translation below / の自然で契約文書向きな日本語は、次がベストです

1. Definitions

1.1 “Action” means installs, clicks, impressions, in-app events or other defined billable events.

1.2 “Advertising Materials” means all creatives, assets, copy, text, images, videos, URLs, tracking links, landing pages, brand features, trademarks, and other content provided by or used by Publisher in connection with the Services.

1.3 “Agreement” means these Publisher Terms & Conditions, together with any Order Form and the DPA referenced herein.

1.4 “Attribution Window” means the period during which an Action may be attributed to a Campaign.

1.5 “Campaign” means a campaign described in an Order Form or otherwise activated by Almedia.

1.6 “CPM" / "CPC / "CPI" / "CPA" / "CPD” mean the pricing and billing models defined in Section 14.

1.7 “End User Data” means data relating to end users generated in connection with Campaign delivery and processed by Publisher solely on behalf of Almedia, as further described in the DPA.

1.8 “Fraud” / “Invalid Activity” means any activity that artificially inflates, manipulates, misrepresents, or distorts genuine user actions, attribution, Campaign performance, or billing, including but not limited to bots, device farms, fake or duplicate accounts, misattribution, unauthorised incentivisation, automation, or similar non-genuine activity.

1.9 “Inventory” means any and all digital properties, media, traffic sources, placements, environments, channels, and distribution methods used by Publisher to deliver the Services, whether owned, operated, or controlled directly or indirectly by Publisher, including websites, mobile applications, SDK traffic, offerwalls, rewarded placements, push notifications, email, and sub-affiliate traffic.

1.10 “Mobile Measurement Platform" or "MMP” means the attribution platform selected by Almedia (e.g. Appsflyer, Adjust, Singular).

1.11 “Order Form” means any campaign-level agreement executed by Publisher that incorporates these Terms by reference.

1.12 “Postback Window” means the time period in which an in-app event is sent after install.

1.13 “Publisher” means the entity entering into an Order Form with Almedia to provide traffic, Inventory, or promotional Services.

1.14 “Services” means the traffic generation, promotion, user acquisition, and related services provided by Publisher to Almedia under the Agreement. 

2. Structure of Agreement

2.1 These Terms govern all Services and Campaigns provided by Publisher to Almedia. The Agreement consists of:

• (a) the Order Form,

• (b) these Publisher Terms & Conditions (the “Terms”), and

• (c) the Publisher DPA (“DPA”).

2.2 In the event of conflict, the hierarchy is:

• (i) Order Form

• (ii) these Terms

• (iii) DPA

In the event of any conflict between these Terms and the DPA relating to the Processing of Personal Data or Data Protection Laws, the DPA shall prevail.

3. Campaign Activation

3.1 A Campaign becomes binding when an Order Form is executed or when Campaign delivery begins.

3.2 Publisher is solely responsible for all Inventory, placements, traffic sources, sub-publishers, and methods used to deliver the Campaign.

3.3 Almedia may modify, pause, limit, or terminate Campaigns at any time in its sole discretion.

3.4 Publisher shall not materially change Inventory, traffic sources, or delivery methods without Almedia’s prior written approval.

4. Advertising Materials & Licence

4.1 Publisher represents and warrants that all Advertising Materials used by Publisher:
(a) comply with applicable laws and platform policies,
(b) do not infringe third-party rights, and
(c) are accurate, non-misleading, and not deceptive.

4.2 Publisher grants Almedia a non-exclusive, worldwide, royalty-free licence to use, review, audit, and store Advertising Materials solely for Campaign operation, compliance, and investigation.

4.3 Almedia may reject, suspend, or require modification of Advertising Materials at any time.

4.4 Publisher shall be solely responsible for ensuring that all Advertising Materials, media placements, targeting settings, bidding strategies, and delivery methods comply with all applicable platform rules, advertising guidelines, industry standards, and regulatory requirements (including but not limited to TikTok, Meta, Google, Apple). Publisher assumes full responsibility for any account suspension, ad rejection, enforcement action, regulatory inquiry, or penalty arising from its advertising practices.

5. Prohibited Activities and Brand Protection

5.1 Publisher shall not engage in Fraud, Invalid Activity, or any conduct that manipulates attribution, misleads users, violates law, or harms Almedia.

5.2 Publisher shall not misrepresent Inventory, placements, or traffic origin.

5.3 Publisher shall not, without Almedia’s prior written approval:

(a) bid on or use “Freecash”, “Almedia”, or confusingly similar terms;

(b) use misleading branding implying official affiliation;

(c) redirect traffic to circumvent caps or enforcement;

(d) allow sub-affiliates to do any of the above.

5.4 Publisher is fully responsible for all actions of sub-affiliates and third parties. 

6. Tracking, Attribution & Invalid Activity

6.1 Attribution is determined exclusively by Almedia’s designated MMP.

6.2 If MMP data is unavailable or inconsistent, Almedia internal reporting applies.

6.3 In case of discrepancies, Almedia’s data prevails unless demonstrably incorrect.

6.4 Publisher must notify Almedia promptly of tracking downtime.

6.5 Fraud / Invalid Activity includes (non-exhaustive):

• automated or scripted traffic

• click injection or spamming

• VPN/proxy abuse

• fake or duplicate accounts

• undisclosed traffic sources

• anomalous behavior patterns

6.6 Publisher shall provide logs, reports, and access reasonably required for any investigation.

7. Fees, Billing, Payment and Adjustments

7.1 Publisher shall be compensated solely for valid Actions accepted and recorded by Almedia under the pricing model(s) specified in the applicable Order Form, including but not limited to CPC, CPI, CPA, CPM, revenue share or hybrid models. No payment is due for Actions that are rejected, reversed, capped, or otherwise deemed invalid.

7.2 All Actions are measured, validated, and accepted exclusively by Almedia using its internal tracking, reporting, fraud-detection systems and attribution logic. Publisher acknowledges that Almedia’s data is final and binding for billing purposes unless demonstrably and materially incorrect.

7.3 Unless otherwise agreed in an Order Form:
(a) earnings are calculated on a monthly basis;
(b) payouts are issued in arrears following the end of the applicable billing period;
(c) minimum payout thresholds may apply; and
(d) payouts are subject to successful completion of all required verification, compliance, and fraud-review checks.

7.4 Payments shall be made via the payment method selected by Publisher and approved by Almedia. Publisher is solely responsible for:
(a) providing accurate and up-to-date payment information;
(b) any bank fees, transaction costs, currency conversion fees, or third-party charges; and
(c) any delays or failures caused by incorrect or incomplete payment details.

7.5 Almedia reserves the right, at its sole discretion, to:
(a) withhold payments pending investigation of suspected Fraud or Invalid Activity;
(b) offset any amounts owed by Publisher against future payouts;
(c) reverse previously credited earnings;
(d) issue negative balances where applicable; and
(e) adjust future payouts to reflect corrections, reversals, chargebacks, or post-validation findings.

7.6 If Almedia determines that Actions are associated with Fraud or Invalid Activity:
(a) such Actions shall be deemed invalid and non-billable;
(b) Publisher shall have no entitlement to payment for such Actions;
(c) Almedia may recover any amounts previously paid in connection with such Actions; and
(d) Almedia may suspend or terminate the Publisher account immediately.

7.7 All Campaign caps, volume estimates, budgets, and payout forecasts are indicative only. Almedia does not guarantee any minimum volume, earnings, or delivery. Reaching a cap, pausing a Campaign, or reallocating traffic does not constitute a breach of this Agreement.

7.8 Publisher must notify Almedia in writing of any billing dispute within five (5) business days of the relevant payout or statement, providing reasonable technical evidence. Failure to do so shall constitute irrevocable acceptance of the reported amounts.

7.9 All amounts payable to Publisher are exclusive of taxes. Publisher is solely responsible for all taxes, duties, levies, or similar governmental charges arising from or related to payments received under this Agreement.

7.10 Publisher acknowledges that this Agreement does not create any employment, agency, or guaranteed-income relationship. Payments depend solely on valid Actions delivered in accordance with this Agreement.

7.11 Unless otherwise expressly agreed in writing between the Parties, all fees and amounts payable under this Agreement shall be invoiced and paid in USD. Where both Parties are established in the European Union and the relevant Campaign activities are conducted exclusively within the European Union, invoices shall be issued in EUR, unless the Parties expressly agree otherwise in writing.

8. Data Protection

8.1 Publisher may access and process Customer Data solely to provide, maintain, secure, and optimise the Services.

8.2 Customer Data shall not be used for product development, market analysis, or modelling except in aggregated, anonymised form.

8.3 The Parties agree to the DPA. 

9. Intellectual Property

9.1 Almedia owns and retains all rights in its platform, technology, analytics, fraud-detection systems, attribution logic, processes, and reports.

9.2 No rights are granted to Publisher except as expressly stated.

10. Confidentiality

10.1 “Confidential Information” means all non-public or proprietary information disclosed by one Party (“Discloser”) to the other (“Recipient”), in any form, including, without limitation:

(a) product concepts, designs, specifications, roadmaps, features, APIs, documentation, and security credentials;

(b) pricing, financial terms, performance metrics, user or usage data; and

(c) the terms of the Agreement, Order Forms, and related commercial arrangements.

10.2 Each Party shall keep all Confidential Information strictly confidential and shall not disclose it to any third party except as expressly permitted under this Agreement. Each Party shall use Confidential Information solely for the purpose of performing or enforcing this Agreement and shall protect it with at least the same degree of care it uses to protect its own confidential information of a similar nature, and in any event no less than reasonable care.

10.3 Confidential Information may be disclosed solely on a strict need-to-know basis to a Party’s employees, officers, affiliates, professional advisers, or subcontractors who are bound by written confidentiality obligations no less protective than those set out in this Section, provided that the disclosing Party remains responsible for any breach by such recipients.

10.4 The obligations in this Section shall survive for three (3) years following termination or expiry of the Agreement, provided that obligations relating to trade secrets and Personal Data shall survive for so long as such information remains protected under applicable law.

10.5 Unless expressly approved by Almedia or required by applicable law, Publisher shall not issue any press release, marketing communication, public statement, case study, or other disclosure that references Almedia, Freecash, or the existence or terms of the Services.

11. Compliance

11.1 Publisher shall comply with all applicable laws, advertising standards, consumer protection rules, sanctions laws, platform policies and data protection requirements.

11.2 Almedia may suspend or restrict a Campaign or delivery if it reasonably believes non-compliance may occur.

12. Audit Rights

12.1 Almedia may, with 5 business days’ notice, appoint an independent auditor to verify:

• attribution accuracy

• tracking integrity

• server-side postback accuracy

• MMP configuration and logs

12.2 Publisher must provide read-only access to relevant dashboards and logs.

12.3 If discrepancies exceed 5%, Publisher shall: (a) reimburse audit costs, (b) correct configuration issues, (c) credit any underreported Actions.

13. Warranties & Disclaimers

13.1 Each Party warrants it has authority to enter into the Agreement.

13.2 Almedia provides no traffic or revenue guarantees. 

14. Pricing and Action Models

The following different pricing and Action models may apply to the Services, as specified in the applicable Order Form or otherwise agreed in writing:

• (a) CPI: Billable and payable to Publisher when an install is validly attributed to Almedia via the applicable MMP in accordance with the agreed Attribution Window.

• (b) CPA: Billable and payable to Publisher when the defined in-app event occurs within the applicable Postback Window and is validly attributed to Almedia via the MMP.

• (c) CPM: Billable impressions determined by Almedia’s internal measurement systems, unless demonstrably inaccurate based on clear and verifiable technical evidence provided by Publisher.

• (d) CPC: Billable clicks as tracked by Almedia’s tracking systems and logs, unless demonstrably inaccurate.

• (e) Underdelivery: Almedia is not liable for underdelivery. Caps, pacing, volume estimates, and forecasts are targets only and not guarantees, and underdelivery shall not constitute a breach of this Agreement nor give rise to any claim or compensation by Publisher.

• (f) Attribution Priority: As defined in Section 6.3. 

15. Limitation of Liability

15.1 Almedia’s aggregate liability shall not exceed the total fees payable in the twelve (12) months preceding the event.

15.2 Neither Party is liable for indirect, consequential, punitive, or special damages (including lost profits, lost business, or loss of data).

15.3 Liability for wilful misconduct or fraud is not excluded.

16. Term & Termination

16.1 Either Party may terminate an Order Form or the Agreement with 30 days’ written notice.

16.2 Either Party may terminate immediately for uncured material breach (after 10 days’ notice).

16.3 Sections on confidentiality, liability, payment, data protection, and governing law survive termination.

17. Modification of Terms

17.1 Almedia may update these Terms from time to time. Updated versions will be published at the URL referenced in the Order Form.

17.2 Changes take effect upon posting.

17.3 Publisher’s continued provision of the Services after posting constitutes acceptance.

18. Governing Law & Jurisdiction

18.1 This Agreement is governed by the laws of the Federal Republic of Germany, excluding conflict-of-laws principles.

18.2 The courts of Berlin, Germany have exclusive jurisdiction over all disputes arising out of or relating to the Agreement.

18.3 Each Party irrevocably submits to the exclusive jurisdiction of the courts of Berlin, Germany, and agrees not to challenge the jurisdiction of those courts. 

19. Miscellaneous

19.1 Nothing creates a partnership, joint venture, fiduciary relationship, or agency.

19.2 Notices may be delivered via email.

19.3 If any section is invalid, the remainder remains in effect, and invalid terms shall be replaced by enforceable terms closest to the Parties’ original intent.

19.4 The Agreement constitutes the entire agreement between the Parties.