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Agency Agreement
This Agency Agreement (“Agency Agreement”), which incorporates all applicable Order Forms, constitutes a binding agreement between Sensor Tower, Inc. (“Sensor Tower”, “Us”, “We”), a Delaware Corporation, having a principal address at 2261 Market Street #4331, San Francisco, CA 94114, and the entity listed as Agency Company (“Agency Company”) in the Order Form referencing this Agency Agreement, as well as (to the extent applicable) the entity listed as Holding Company in the Order Form referencing this Agency Agreement (“Holding Company”). This Agency Agreement is effective as of the date an Order Form is executed referencing this Agency Agreement (“Effective Date”). This Agency Agreement and all Order Form(s) (defined below) collectively comprise the “Agreement.”
THIS AGREEMENT REQUIRES THE USE OF BINDING ARBITRATION TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS, IN ACCORDANCE WITH SECTION 26 (DISPUTE RESOLUTION) BELOW.
Definitions. The terms below have the following meanings:
“Affiliate” means any entity which, directly or indirectly, controls, is controlled by, or is under common control with, a Party.
“Advertising Services” mean the advertising, promotion, and/or marketing services Agency provides to Agency Customer(s).
“Agency” means (as applicable) the Agency Company and/or Agency Affiliate(s).
“Agency Affiliates” mean any Affiliate(s) of Agency Company (which may include Holding Company) that enters into an Order Form or is expressly permitted to access and use the Service(s) under an Order Form.
“Agency Customer” means a customer of Agency that is to be or being provided Advertising Services by the Agency.
“Agency Signatory” means Agency Company and (if applicable) Holding Company.
“AI” or “Artificial Intelligence” broadly means any technology, device, computer system, and/or software that is trainable, configurable, and able to perform tasks ordinarily performed by humans using human intelligence, including, but not limited to, learning from data, reasoning, problem-solving, generating content, or making predictions or recommendations.
“AI Model” (or “Artificial Intelligence Model”) means any AI designed to perform tasks that typically ordinarily performed by humans using human intelligence, including but not limited to learning from data, pattern recognition, reasoning, problem-solving, generating content, making predictions or recommendations, etc. This includes, without limitation, machine learning (ML) models, deep learning models, large language models (LLMs), generative adversarial networks (GANs), neural networks, and any other computational means capable of processing, analyzing, creating, and/or modifying data or content, regardless of whether such system is proprietary, publicly available, commercial, open-source, or otherwise.
“App Platforms” mean application platforms, such as Apple App Store ™, Google Play Store™, and Google Firebase™, that provide for the download, installation, management, and/or analysis of third-party Apps.
“Apps” mean the mobile applications provided by or developed using the App Platforms and for which insights are provided by the Service(s).
“Authorized User” is an individual employee of an Agency who accesses or uses the Service(s) as an authorized user of such Agency as provided under the Order Form.
“Change of Control” of Agency Company or Holding Company means:
the closing of the sale, transfer or other disposition of all or substantially all of such entity’s assets,
the acquisition by any person or group of persons in any transaction or series of related transactions of direct or indirect beneficial ownership, other than the current holders of securities of such entity, of the power, directly or indirectly, to vote or direct the voting of securities having more than 50% of the ordinary voting power for the election of directors of such entity, or
the consummation of the merger or consolidation of such entity with or into another entity (except a merger or consolidation in which the holders of capital stock of such entity immediately prior to such merger or consolidation continue to hold not less than fifty percent (50%) of the voting power of the capital stock of the entity or the surviving or acquiring entity immediately following such merger or consolidation).
“Confidential Information” means any sensitive information disclosed by one Party (the “Discloser”) to the other Party (the “Recipient”) in connection with the Service(s) or the Agreement that is either designated as “confidential” or “proprietary,” or would reasonably be expected to be confidential given the nature of the information, in any form, which is subject to reasonable efforts by the Discloser to maintain as confidential.
"Marketing Materials" means any advertising, promotional, or marketing materials for or relating to the Service(s) that Sensor Tower may make available to Agency from time to time during the Term.
“Order Form” means an ordering document for the Service(s) that incorporates this Agency Agreement by reference and is entered into by Sensor Tower and an Agency.
“Parties” mean Agency Signatories and Sensor Tower, and a “Party” means either any of the Agency Signatories or Sensor Tower.
“Sensor Tower Marks” mean Sensor Tower’s and Pathmatics’ marks, including logos, trade names, trademarks, and service marks, whether registered or not.
“Service(s)” means Our websites, including without limitation sensortower.com and pathmatics.com, or any subdomain thereof, Our mobile, browser, or desktop applications, Our application programming interfaces, or any content, functionality, or online services offered on or through any of the foregoing, excluding the no-cost Sensor Tower Connected Account Service.
“Service Data” means any content, including without limitation any text, insights, digital media, software links, reports, numerical data, or other information provided by the Service(s), whether obtained via a web browser used to access the Service(s), the Service’s user interface(s), the Service's file export features, electronic notifications (e.g., email and alerts), application programming interfaces (“APIs”), and/or other means.
“ST Customer Subscription” means a separate agreement between an Agency Customer and Sensor Tower providing such Agency Customer with a subscription to the Service(s).
“Usage Data” means the data regarding Authorized Users’ use of the Service(s) (i.e., login times, login duration, Service(s) accessed, features utilized).
Payment for, License to, Access to and Limited Use of Service(s).
Payment.
Agency agrees to and shall pay Sensor Tower the Fees for the Service(s) as listed on the applicable Order Form. Except as otherwise set forth in the Order Form, in the event the Parties agree to extend the Initial Term as set forth in Section 4 below, Sensor Tower reserves the right to change the Fees or applicable charges and to institute new charges and Fees as agreed to by the Parties.
If Agency believes that Sensor Tower has billed it incorrectly, Agency must contact Sensor Tower no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Sensor Tower’s customer support department. Sensor Tower shall respond within three (3) business days after receiving such inquiries.
Sensor Tower shall bill as set forth in an Order Form, in which case, full payment for the Service(s) must be received within the timeframe identified in the Order Form, or the Service(s) may be terminated. If no such timeframe is prescribed in the Order Form or if Sensor Tower bills through an invoice, then full payment must be received within 30 days of the date of the Order Form or invoice. Agency is responsible for all taxes associated with the Service(s) set forth on each applicable invoice, including any and all applicable sales taxes that Sensor Tower may be required to collect on Agency’s behalf, provided Agency shall have no liability for US taxes based on Sensor Tower’s net income, property or employees. In any action to collect or recover past due balances and interest under the Agreement, Sensor Tower will be entitled to recover reasonable attorneys’ fees in addition to other costs of enforcement to the maximum extent permitted under applicable law.
Access, License and Use.
Limited Agency License. Subject to Agency’s compliance with the terms and conditions of the Agreement, Sensor Tower hereby grants Agency a non-exclusive, non-transferable, non-sublicensable, revocable, limited right during the Term to (i) access and use the Service(s), (ii) access and view Service Data, and (iii) where made available for download, download and store the Service Data for its internal business purposes, as expressly set forth in the Order Form, and as specifically set forth below (collectively the “Limited Agency License”):
ST Customer Subscriptions. Where Agency is specifically listed as permitted to access and use Service(s) and Service Data on Agency Customer’s behalf in an ST Customer Subscription, Agency may do so with respect to the Service(s) and for the term set forth in such ST Customer Subscription only, and otherwise subject to the terms of this Agreement.
TPAs. If authorized under a separate authorization agreement (“TPA”) separately executed between Agency, Sensor Tower, and an Agency Customer in conjunction with an ST Customer Subscription, Agency may receive separate access to the Service(s) and Service Data solely for the purpose of providing Advertising Services to that Agency Customer as specified in the TPA.
Agency Affiliates. To the extent any Agency Affiliate is expressly permitted to access and/or use the Service(s) under an Order Form (including where such Agency Affiliate directly enters into an Order Form with Sensor Tower), such Agency Affiliate shall comply with all restrictions, obligations, and limitations set forth in the Agreement as though each such Agency Affiliate were “Agency” and a “Party” hereunder, and the Agency Signatories shall be jointly and severally liable for such compliance by Agency Affiliates.
Free Tier Access. Where Agency is provided access to Service(s) (or features thereof) at no cost (including those described as “beta,” “early access,” “experimental,” “labs,” “preview,”, “trial” or using similar terms), such access is considered “Free Tier.” Free Tier access may be limited, modified, or removed at any time by Sensor Tower, in its sole discretion, without any obligation to Agency.
Authorized Users; User Accounts; No Sharing. Agency’s Authorized Users may access and use the Service(s) on Agency’s behalf, up to the limits set forth in an Order Form or as otherwise agreed between the Parties. Agency shall ensure that all Authorized Users comply with terms of the Agreement as though they were “Agency” hereunder, and Agency is responsible for any noncompliance by Agency’s Authorized Users. To access and use the Service(s), each Authorized User is required to establish a user account (a “User Account”). Each Authorized User: i) may establish only one User Account, ii) must provide true, accurate, current, and complete information as prompted by the applicable registration process, and iii) shall not share its User Account with any other individual. Agency is responsible and liable for all activities conducted through Agency’s User Account(s), regardless of who conducts those activities. Agency is responsible for maintaining the confidentiality of any user IDs, passwords and other credentials associated with Agency’s User Account and shall immediately notify Us of any actual or suspected unauthorized access to or use of Agency’s User Account or any associated credentials. Agency will use reasonable efforts to promptly notify Us in the event a User Account should be disabled or is no longer needed (for instance, because the Authorized User left Agency’s organization). Any sharing of User Account access or credentials between individuals (whether Authorized Users or otherwise) is considered a material breach of the Agreement. Agency will cooperate fully with Us and take all actions that We reasonably deem necessary in response to any unauthorized access or security threat relating to Agency’s User Account(s). WE ARE NOT AND SHALL NOT BE DEEMED LIABLE FOR ANY LOSS OR DAMAGE TO AGENCY ARISING FROM AGENCY’S FAILURE TO COMPLY WITH THIS SECTION.
Access Management. Agency shall be responsible for determining the scope and level of each Authorized User’s access to the Service(s); subject, however, to the scope and limitations of the rights granted under the Agreement (including without limitation the Order Form). Agency may, at any time and in Agency’s sole discretion, revoke or limit the access of any Authorized User to the Service(s) and that Authorized User must abide by any such limitations.
APIs. To the extent Agency has subscribed to access the Services via the APIs or We otherwise make APIs available to Agency, Agency shall:
only use the APIs as described in Our formal API documentation and up to the limits set forth in the Order Form and/or API documentation;
only use the API tokens provided to Agency by Us when interacting with the Service(s) via API; and
not share the APIs or Agency’s API tokens with any third party (unless otherwise permitted under an Order Form).
Restrictions. Except as otherwise expressly permitted under the Agreement, Agency shall not:
share seats provided under an Order Form or share User Accounts between two or more individuals;
modify, or improve, or make derivative works based on the Service(s),
publish or provide access to the Service(s) or Service Data to any third parties including without limitation unauthorized Affiliates;
misrepresent a person or entity;
use the Service(s) to monitor its availability, performance or functionality or for any benchmarking or competitive purposes;
stalk or harass any other user of the Service(s),
reproduce the Service(s),
access or use the Service(s) to build any software, product, or service that is competitive or similar to the Service(s) or any portion thereof;
decompile, disassemble, or reverse engineer any object code that is part of the Service(s) or attempt to reverse engineer, reconstruct, identify, or discover any source code of any such software, the structure, sequence, or organization of such source code or any algorithms, methods, or models contained therein;
create Internet “links” to the Service(s) or “frame” or “mirror” any content on any other server or wireless or Internet-based device;
rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service(s) or any underlying software;
enter into time-sharing or data processing service arrangements involving use of Service(s) with any third party;
remove any product identification, trademark, copyright, patent, or other notices or markings contained in, displayed by, or provided with the Service(s),
submit or attempt to upload any file or other material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs;
interfere with, impede, or disrupt the integrity or performance of the Service(s) or the data contained therein or part thereof;
attempt to gain unauthorized access to the Service(s) or its related systems or networks;
access, use, scrape, copy, or index any portion of the Service(s), through the use of bots, spiders, Web crawlers, indexing agents, browser extensions, or other automated devices or mechanisms;
create any denial of service with respect to the Service(s);
falsify the origin of Agency’s communications, or attempt to do any of the foregoing;
use the Service(s) for any illegal or injurious purpose; or
use AI or AI Models to process the Service Data in any way including:
inputing, uploading, transferring, downloading, copying, pasting, querying, prompting, or otherwise providing any Service Data, in whole or in part, into any AI Model or AI for any purpose whatsoever;
training, fine-tuning, developing, evaluating, or validating any AI Model or AI using the Service Data, whether for Your internal use, the benefit of any third party, or to compete with Sensor Tower; and
analyzing, processing, extracting, synthesizing, summarizing, or interpreting the Service Data, as the Service Data is provided solely for non-AI use cases limited to human analysis, traditional data processing, reporting, and direct interaction with the Service(s).
Term and Termination.
Term. This Agency Agreement is effective as of the Effective Date and shall remain in full force and effect for so long as Agency has: (i) an active Order Form in place, or (ii) at least one active User Account for the Service(s), unless terminated as set forth below.
Order Forms. The initial subscription term (“Initial Term”) shall be as set forth in the initial Order Form subject to this Agency Agreement. At the expiration of the Initial Term, Agency’s subscription to the Service(s) shall be automatically renewed for additional periods (each, a “Renewal Term” and collectively with the Initial Term, the “Term”) of the same duration as the Initial Term as specified in the Order Form, unless either Party requests termination at least ninety (90) days prior to the start of such Renewal Term.
Termination for Material Breach. A Party may terminate the Agreement (i) upon thirty (30) days’ written notice to the other Party of the other Party’s material breach, unless such breach is cured during that thirty (30) day period, or (ii) immediately, if the other Party files for bankruptcy, becomes insolvent, ceases or begins winding down its operations, or makes an assignment for the benefit of creditors. Notice of a material breach shall specify in reasonable detail the facts and circumstances constituting such breach.
Effect of Termination. Agency must immediately cease to use the Service(s) and any Service Data upon termination of this Agreement and destroy any Service Data in Agency’s possession within 30 days of termination. Also, upon Termination, and any limited rights in the Service(s) or Service Data received by Agency under this Agreement or any Third-Party Authorization Agreements are expressly revoked.
Suspension. In the event Sensor Tower reasonably believes Agency has materially breached the Agreement, Sensor Tower may suspend or otherwise restrict Agency from accessing certain features and functionality of the Service(s) and Service Data (such as specific channels, regions, or report features), until such material breach is cured or refuted to Sensor Tower’s reasonable satisfaction. The foregoing suspension right applies in addition to all other remedies available to Sensor Tower hereunder.
Confidentiality.
Protection of Confidential Information. Recipient shall maintain the Discloser’s Confidential Information in strict confidence for a period lasting the duration of the Term plus one (1) year, and shall employ measures to protect such Confidential Information from unauthorized third party access equivalent to those measures Recipient employs with respect to its own confidential materials of a similar nature (but in no case less than reasonable measures). Recipient may permit access to Confidential Information only to its employees and authorized representatives with a need to know in connection with the Agreement, or in connection with an Assignment as provided for under the Assignment section of this Agreement, provided all persons having access to such Confidential Information are bound by confidentiality obligations at least as protective as those contained herein.
Exclusions. Confidential Information does not include information that the Recipient can document:
has or becomes generally available to the public other than through a wrongful act of the Recipient;
was rightfully in Recipient’s possession free of any confidentiality obligation when received from Discloser;
is independently developed by the Recipient, its employees or third-party contractors without use of or reference to the Confidential Information; or
has been approved in writing for disclosure without obligations of confidentiality by Discloser.
Compelled Disclosure. Notwithstanding any of the above, Recipient may disclose Confidential Information as required by law (including in response to a valid order by a court or other governmental body), provided that Recipient gives Discloser reasonable prior written notice of such disclosure (to the extent permitted by law) to allow Discloser to challenge the required disclosure or seek protective measures for such Confidential Information, and takes reasonable actions to minimize the extent of such disclosure (seeking confidential treatment where possible).
Termination. Following termination of the Agreement, Discloser may request in writing for Recipient to destroy or erase all of Discloser’s Confidential Information in its possession. Recipient shall promptly comply with such a request, unless (i) Recipient is required to retain such Confidential Information under applicable law or pursuant to reasonable internal retention policies (in which case, Recipient shall comply with the obligations of this section for so long as such Confidential Information retained); or (ii) Recipient is otherwise expressly permitted under the Agreement to retain such Confidential Information beyond the Term.
Intellectual Property.
The Service(s) contains material that is protected under applicable laws. All rights not expressly granted to Agency under this Agreement are expressly reserved by Sensor Tower and its licensors. All copyrights, patents, trade secrets, trademarks, service marks, trade names, moral rights and other intellectual property and proprietary rights in the Service(s) belonging to or licensed by Sensor Tower shall remain the sole and exclusive property of Sensor Tower or its licensors, as applicable, and this Agreement grants Agency no title or rights of ownership in the Service(s), Service Data, or any subsets or components thereof. The Service(s) and Service Data may also contain copyrighted material and trademarks belonging to third parties that are made available to Agency under the doctrine of fair use or similar doctrines and equitable defenses (“Fair Use Content”), as provided for under applicable law. Unless expressly stated otherwise, the use of such Fair Use Content does not constitute an endorsement by its owners of Sensor Tower, the Service(s), or the Service Data, nor does it imply any affiliation between such third parties and Sensor Tower or the Service(s). Notwithstanding anything to the contrary in the Agreement, Agency is only permitted to access and view such Fair Use Content within the Service(s) hereunder; and any further use by Agency requires permission directly from the owners of Fair Use Content or a separate confirmation by Agency’s counsel that Agency’s proposed use is permitted without an express license under applicable law. Nothing in the Agreement authorizes Agency to subject any portion of the Service(s), Service Data, or any Sensor Tower intellectual property to any other license, including any open source license.
Limited Use of Sensor Tower Marks. Notwithstanding the foregoing, Sensor Tower grants Agency a limited revocable, non-sublicensable, non-transferable, non-exclusive license for the Term to use Sensor Tower Marks in connection with the Advertising Services solely for the benefit of Sensor Tower. Agency shall not use any Sensor Tower Marks (whether individually or in combination, or in whole or in part): (A) in or in connection with the advertising, promotion, marketing, or distribution of any goods, services, or technologies other than the Service(s), (B) as part of Agency’s corporate or trade name or any domain name; (C) in any way that may cause confusion, mistake, or deception; or (D) in any way that may dilute, tarnish, or otherwise diminish the Sensor Tower Marks' distinctiveness, or jeopardize the reputation of or goodwill associated with the Sensor Tower Marks, Service(s), or Sensor Tower or the validity of Sensor Tower's ownership of the Sensor Tower Marks.
Support and Availability. If Agency encounters technical problems when using the Service(s), please email support@sensortower.com. It is possible that on occasion the Service(s) will be unavailable due to maintenance or other development activity. If for any reason We have to interrupt the Service(s) for longer periods than We would normally expect, We will use reasonable endeavors to publish in advance details of such activity on the Service(s), in email, or through another suitable channel. We are not and shall not be deemed liable for any loss or damage to Agency arising from the unavailability of the Service(s).
Indemnity. Agency agree to indemnify and hold harmless Sensor Tower and Sensor Tower's officers, directors, employees, agents and licensors from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of, or in connection with any claim brought by any third party in connection with or arising out of Agency’s violation of this Agreement or violation of any rights of another. Sensor Tower reserves, and Agency grants to Sensor Tower, the right to assume exclusive defense and control of any matter subject to indemnification by Agency. All rights and duties of indemnification that are set forth herein shall survive termination of this Agreement.
WARRANTY DISCLAIMERS. THE SERVICE(S) AND ALL SERVICE DATA IS PROVIDED “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTIES OF ANY KIND. SENSOR TOWER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, TITLE/NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. SENSOR TOWER DOES NOT WARRANT THAT THE SERVICE(S) WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICE(S) WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, MARKETING OR PROMOTIONAL MATERIALS, OR ADVICE GIVEN BY SENSOR TOWER OR SENSOR TOWER'S AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE EXPRESS WARRANTIES PROVIDED HEREIN. AGENCY EXPRESSLY AGREES AND ACKNOWLEDGE THAT USE OF THE SERVICE(S) AND ALL SERVICE DATA HEREUNDER IS AT AGENCY’S SOLE RISK. ALL ACTS, OMISSIONS, AND DECISIONS AGENCY UNDERTAKES OR MAKES (OR REFRAIN FROM MAKING OR UNDERTAKING) THROUGH THE USE OF THE SERVICE(S), SERVICE DATA, OR OTHERWISE, ARE AGENCY’S SOLE RESPONSIBILITY. AGENCY UNDERSTANDS AND ACKNOWLEDGES THAT THE SERVICE(S) AND SERVICE DATA PROVIDED HEREUNDER RELY ON AND/OR ARE BASED ON INFORMATION, CONTENT, MATERIALS, AND SERVICES OBTAINED THROUGH A VARIETY OF METHODOLOGIES, INCLUDING AUTOMATED METHODS, FROM THIRD PARTY WEBSITES, ONLINE, AND OTHER SOURCES THAT ARE NOT AFFILIATED WITH OR CONTROLLED BY SENSOR TOWER, AND ACCORDINGLY, SENSOR TOWER CANNOT AND DOES NOT MAKE ANY REPRESENTATIONS AS TO, AND HEREBY DISCLAIMS ANY AND ALL LIABILITY ARISING OUT OF OR ASSOCIATED WITH THE ACCURACY, ADEQUACY, SUFFICIENCY, COMPLETENESS, CURRENCY, PROVENANCE, RIGHTS, OR OTHER ATTRIBUTES OF SUCH SERVICE(S) AND SERVICE DATA.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT SHALL SENSOR TOWER (OR SENSOR TOWER’S LICENSORS) BE LIABLE FOR ANY GENERAL, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA); AND (II) THE TOTAL LIABILITY OF SENSOR TOWER FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) IN CONNECTION WITH THE AGREEMENT AND NOT OTHERWISE SEPARATELY DISCLAIMED AND OR LIMITED HEREUNDER SHALL NOT EXCEED THE TOTAL FEES PAID BY AGENCY TO SENSOR TOWER HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY TO ALL DAMAGES, LOSSES, CLAIMS, OR CAUSES OF ACTION ARISING OUT OF OR CONNECTED IN ANY WAY WITH THE SERVICE(S), ANY SERVICE(S) RENDERED HEREUNDER, OR THIS AGREEMENT, EVEN WHERE SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND AGENCY AGREES THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE(S) MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR THE CAUSE OF ACTION IS PERMANENTLY BARRED. AGENCY FURTHER AGREES THAT WE HAVE NO LIABILITY WITH RESPECT TO ANY OF AGENCY’S APPLICATIONS, SYSTEMS, INTEGRATIONS, OR CONNECTED ACCOUNT DATA. FOR THE AVOIDANCE OF DOUBT, WE ARE NOT REGISTERED IN ANY INVESTMENT ADVISORY CAPACITY IN ANY JURISDICTION GLOBALLY, AND DO NOT OFFER ANY LEGAL, FINANCIAL, INVESTMENT OR BUSINESS ADVICE. NOTHING CONTAINED IN THE AGREEMENT, OR IN ANY OF OUR PRODUCTS, SERVICE(S), OR OTHER OFFERINGS, OR IN ANY INFORMATION PROVIDED BY US TO AGENCY OR OBTAINED BY AGENCY FROM US OR THROUGH THE SERVICE(S) SHOULD BE CONSTRUED AS AN OFFER, RECOMMENDATION, OR SOLICITATION TO BUY OR SELL ANY SECURITY OR INVESTMENT, OR TO MAKE ANY INVESTMENT DECISIONS. ANY REFERENCE TO PAST OR POTENTIAL PERFORMANCE IS NOT, AND SHOULD NOT BE CONSTRUED AS, A RECOMMENDATION OR AS A GUARANTEE OF ANY SPECIFIC OUTCOME. AGENCY SHOULD ALWAYS CONSULT AGENCY’S OWN PROFESSIONAL, LEGAL, FINANCIAL, INVESTMENT, AND BUSINESS ADVISORS. THE DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
Compliance with Laws. Agency shall abide by all applicable local, state, federal and foreign laws, treaties and regulations in connection with Agency’s access to and use of the Service(s), Service Data, and Sensor Tower Confidential Information, including those laws related to data privacy, and the transmission of technical or Personal Data. Agency shall not use the Service(s), Service Data, or Sensor Tower Confidential Information for any unlawful purpose. The Service(s), Service Data, Sensor Tower Confidential Information, and all Sensor Tower software and technology are subject to the laws and regulations of various countries, including the sanctions and export control regimes of the United States, and Agency shall not export, reexport, transfer or provide access to any Service(s), Service Data, Sensor Tower Confidential Information, Sensor Tower software or technology to regions, countries, persons or entities if prohibited by such applicable laws or regulations. Agency will not export, reexport, or transfer, directly or indirectly, the Service(s), Service Data, or Sensor Tower Confidential Information to any country for which the United States requires any export license or other governmental approval, without first obtaining such license or approval. In particular, Agency agrees not to provide any Service(s), Service Data, Sensor Tower Confidential Information, Sensor Tower software or technology to countries or regions subject to comprehensive United States sanctions (currently, Cuba, Iran, North Korea, Syria, or the Crimea, Donetsk, and Luhansk regions of Ukraine) or to any entity or individual designated on any applicable restricted list where such action would require a government license (without obtaining such authorization). Agency represents and warrants during the Term that neither it, nor any entity having control over Agency or over which Agency controls, nor any personnel performing Agency’s obligations or enjoying the Service(s), Service Data, Sensor Tower Confidential Information, software, or technology provided hereunder (including any Agency Customers), are subject to sanctions, directives, or similar measures from the United States or other governments that would prevent or prohibit the execution of, or the performance of either Party’s obligations under, the Agreement.
Feedback. Agency may, at Agency’s option, provide suggestions, ideas, inventions, innovations, improvement or enhancement requests, feedback, recommendations, or other information to Sensor Tower regarding the Service(s) or Sensor Tower’s business generally (collectively, “Feedback”). Agency hereby grants to Sensor Tower a perpetual, irrevocable, unlimited, royalty-free right to use such Feedback in any manner and for any purpose Sensor Tower chooses, without obligation of any kind. Notwithstanding the foregoing, Sensor Tower will not use any Feedback in any public facing manner which would identify Agency or Agency’s Authorized Users without Agency’s prior written consent.
Usage Data. Sensor Tower shall own all right, title, and interest in, all Usage Data (except to the extent it constitutes Personal Data, defined below) and may use it for any purpose in its sole discretion and in accordance with applicable law. With respect to any Personal Data constituting Usage Data, Agency grants permission for Sensor Tower to generate aggregate, anonymized data from such Personal Data (“Anonymized Data”) and agree that Sensor Tower shall own all right, title, and interest in such Anonymized Data.
Privacy Policy and Data Privacy. Information that Agency provides or that Sensor Tower collects about Agency and its Authorized Users in connection with Agency’s access to and use of the Service(s) is subject to Sensor Tower's Privacy Policy (accessible at https://sensortower.com/privacy) (“Privacy Policy”), the terms of which are hereby incorporated into this Agreement by reference. We take privacy seriously and encourage Agency to read and become familiar with Sensor Tower's privacy practices as set forth in the Privacy Policy. Generally, Sensor Tower acts as an independent controller of the limited personal data (or other analogous term, as protected under applicable law) (“Personal Data”) it receives by virtue of Agency’s and its Authorized User’s use of the Service(s). Solely if and to the extent that Sensor Tower processes any Personal Data (acting as a processor, rather than an independent controller) for which Agency is the data controller, the Data Processing Addendum available at https://sensortower.com/dpa (“DPA”) is incorporated by reference into and forms part of this Agreement.
Copyright Policy and Digital Millennium Copyright Act (DMCA) Procedures. Sensor Tower reserves the right to terminate Agency’s or any third-party's right to use the Service(s) if such use infringes the copyrights of another. Sensor Tower may, under appropriate circumstances and at its discretion, terminate Agency’s or any third-party's right to access to the Service(s), if Sensor Tower determines that Agency or a third-party is a repeat infringer. If Agency believes that any material has been posted via the Service(s) by any third-party in a way that constitutes copyright infringement, and Agency would like to bring it to Sensor Tower's attention, Agency must provide Sensor Tower's DMCA Agent identified below with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Service(s) of the allegedly infringing work; (c) a written statement that Agency have a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) Agency’s name and contact information, including telephone number and email address; and (e) a statement by Agency that the above information in Agency’s notice is accurate and, under penalty of perjury, that Agency is the copyright owner or authorized to act on the copyright owner's behalf. The contact information for Sensor Tower's DMCA Agent for notice of claims of copyright infringement is: Sensor Tower, Inc. Attn: Copyright Agent 2261 Market Street #4331, San Francisco, CA 94114 email: legal@sensortower.com
Internal Monitoring. Please be advised that Sensor Tower may monitor Agency’s use of and access to the Service(s) to ensure compliance with this Agreement and any other applicable rules, policies, deadlines and instructions, evaluate and secure the Service(s), and for any other purpose disclosed in Our Privacy Policy. By using the Service(s), Agency expressly consents to such monitoring. If such monitoring reveals possible unauthorized or illegal use of the Service(s), Sensor Tower may, among other things, suspend or terminate Agency’s access to the Service.
Publicity. Agency hereby grants Sensor Tower a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable, and transferable right to Sensor Tower to use Agency’s name, company name, logo(s), and app logo(s) and app Icon(s) in Sensor Tower's marketing and press materials.
Information Security. Consistent with Sensor Tower's then current practices and procedures, Sensor Tower will maintain and enforce commercially reasonable administrative, technical, and physical safeguards to designed protect the Service(s) from unauthorized third party access and malicious activity. More information regarding Sensor Tower’s information security program is available at https://trust.sensortower.com.
Third-Party Sites. The Service(s) may contain links to or otherwise allow Agency to access third-party applications and services (“Third-Party Services”) that are not owned or controlled by Sensor Tower. These links are provided solely as a convenience and do not imply endorsement of, or association with, the party by Sensor Tower. When Agency accesses Third-Party Services, Agency does so at Agency’s own risk. Sensor Tower encourages Agency to be aware when it leaves the Service(s) and to read the terms and conditions and privacy policy of each third-party website or Third-Party Service(s) (“Third-Party Terms”) that Agency visits or from which Agency accesses any product or service. Sensor Tower has no control over, and assumes no responsibility for, the content, accuracy, Third-Party Terms, or practices of any Third-Party Service. In addition, Sensor Tower will not and cannot monitor, verify, censor, or edit the content of any Third-Party Service. When Agency visits or uses a Third-Party Service, it acknowledges that such Third-Party Service(s) is subject to the applicable Third-Party Terms, and Agency releases Us from any liability directly arising from Agency’s use of such a Third-Party Service. Agency acknowledges that We are not responsible for such third parties or their products or services. Any such activities, and any Third-Party Terms associated with such activities, are solely between Agency and the applicable third party.
Technical Requirements. Agency acknowledges and agree that the access to and use of the Service(s) by Agency is dependent upon access to telecommunications and Internet services. Agency acknowledges that Sensor Tower is not responsible for acquiring or maintaining any telecommunications or Internet services or other hardware or software that Agency may need to access and use the Service(s), or for any costs, fees, expenses, or taxes of any kind related to the foregoing.
Electronic Communication. Agency (on behalf of itself and its Authorized Users):
Consents that Sensor Tower can communicate with Agency by phone or electronically via in-app messages, texts, e-mails or any other suitable form of electronic communication (“Messages”).
Consents to receiving Messages from Sensor Tower related to the Service(s) such as but not limited to Messages about access, tasks, events, appointments, quality of service, and availability, as well as Messages that are ancillary to the Service(s), such as but not limited to Messages about new product announcements, product recommendations, and other promotions.
Agrees that Sensor Tower can contact Agency at any time regarding the Service(s).
Agrees that Sensor Tower can employ and use automated means and/or a third-party messaging service to send Messages or contact Agency regarding the Service.
Understands that Agency can revoke this consent to receiving promotional Messages at any time by updating the notification preferences in the account settings of the Service(s).
Accepts that Agency is responsible for keeping Agency’s contact information up-to-date in the account settings of the Service.
Document Retention. Agency agrees and acknowledges that Sensor Tower is not a provider of data back-up, archiving, or data retention services. As between Agency and Sensor Tower, Agency is solely and exclusively responsible for the backing up, archiving, and retaining of all reports it generates from the Service.
Force Majeure. We will not be liable for any delay or failure in the performance of Our obligations under this Agreement if the delay or failure is due to any cause outside of Our reasonable control.
Assignment. This Agreement is not assignable, transferable or sublicensable by either Party except with the other Party’s prior written consent, which shall not be unreasonably withheld, and any purported assignment in violation of the foregoing shall be null and void; provided, however, that either Party may transfer or assign this Agreement to an Affiliate or to a successor to all or substantially all of such party’s business to which this Agreement relates. To the extent Agency assigns this Agreement as permitted under this provision, any pricing limitations agreed to by Us (in an Order Form or otherwise) shall not apply to any subsequent Renewal Term(s) or Order Form(s) following such assignment.
Governing Law. The validity, construction and performance of this Agreement and the legal relations among the parties to this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to conflicts of laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act does not apply to the Agreement.
Dispute Resolution. PLEASE READ THIS SECTION CAREFULLY. IT IMPACTS THE RIGHTS THAT AGENCY MAY OTHERWISE HAVE. IT PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH INDIVIDUAL ARBITRATION INSTEAD OF TRIAL COURTS AND CLASS ACTIONS. THIS SECTION SURVIVES ANY EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT.
Informal Dispute Resolution. As a condition precedent which must be satisfied prior to initiating any arbitration or other action against the other Party, both Agency and Sensor Tower agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to the Service(s), or the breach, enforcement, interpretation, or validity of this Agreement (“Claim”), the Party asserting the Claim must first try in good faith to settle such Claim by providing written notice, by first class or registered mail, to the other Party describing the facts and circumstances (including any supporting documentation) of the Claim. The Party asserting the Claim must allow the receiving Party 30 days in which to respond to or settle the Claim.
Arbitration. To the extent the Parties cannot resolve a Claim through the informal dispute resolution procedure set forth above, and except as otherwise expressly set forth herein, all Claims must be resolved through binding individual arbitration in San Francisco, California, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The prevailing Party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each Party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the courts located in Wilmington, Delaware. Use of the Service(s) is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation, this Section. Each Party agrees it shall bring any dispute against the other in its respective individual capacity and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, each Party agrees that disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator shall not have the power to vary these provisions. If any part of this provision is ruled to be unenforceable, then the balance of this provision shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein.
Notice. For purposes of this Section, notices must be sent as follows:
If to Sensor Tower, to legal@sensortower.com.
If to Agency, the email address listed in the Order Form.
Severability and Waiver. If any part or provision of this Agreement is held by a court of competent jurisdiction to be invalid, unenforceable, or in conflict with the law, that part or provision shall be replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision, and the remainder of this Agreement will continue in full force and effect. Either Party’s failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver provided hereunder will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Non-Exclusive Relationship; No Joint Venture or Agency; Sensor Tower Affiliates. Notwithstanding anything to the contrary, this Agreement shall be non-exclusive in nature, and nothing in this Agreement shall be construed as preventing Sensor Tower from performing the same or similar services (or products resulting from such services) for other third parties or for itself and its Affiliates. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither Party has any authority of any kind to bind or attempt to bind the other Party in any respect whatsoever. The provisions of the Agreement apply equally to and are for the benefit of Sensor Tower, its Affiliates, and licensors, and each shall have the right to assert and enforce such provisions directly. Sensor Tower’s Affiliates may perform the Service(s) or portions thereof on Sensor Tower’s behalf, and Sensor Tower will remain responsible for such performance.
Entire Agreement; Survival; English Governs. The Agreement constitutes the, complete and exclusive agreement between the Parties related to the subject matter of the Agreement and supersedes, terminates and extinguishes all prior and contemporaneous agreements (including any extraneous confidentiality or non-disclosure agreements), rights granted, discussions, correspondence, negotiations, promises, arrangements, proposals, quotes, marketing materials, due diligence documentation, representations, and understandings, whether written or oral, concerning the subject matter of the Agreement which are not expressly incorporated into the Agreement. Any amendment, addition, or modification to this Agreement of which it is part must be set forth in a written document signed by both Parties. For clarity, to the extent Agency requests that Sensor Tower sign a purchase order or enroll in a vendor management or payment system, any terms included in the same are expressly objected to by Sensor Tower and shall not amend, supplement, or otherwise form part of the Agreement. Other than as expressly set forth in the Agreement, each Party acknowledges that, in entering into the Agreement, it has not relied and is not relying on, and each Party shall have no claim or remedies (including any claims for misrepresentations) for, any representation, statement, understanding, agreement, commitment, assurance, warranty or collateral contract of any person (whether party to the Agreement or not), whether written, oral or otherwise, and whether made by or on behalf of the Parties prior to the date of this Agreement. Each Party waives all rights and remedies which, but for this clause, might otherwise be available to it in respect of any such representation, statement, understanding, agreement, commitment, assurance, warranty, or collateral contract. Nothing in this Section operates to limit or exclude any liability for fraud or fraudulent misrepresentation. The rights and obligations of the Parties set forth in Sections 3, 5, 6, 8-17, and 24-30, and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement. Translations of this Agreement, including Our Privacy Policy, and/or other notices and policies may be provided for convenience. However, should any conflict arise between the English version of this Agreement and/or other notices and policies and a translated version, the terms and conditions of the English version shall prevail and govern. The order of precedence with respect to the documents comprising the Agreement shall be as follows in the event of a conflict between their terms: (1) the applicable Order Form; (2) the Services Supplement (if any) with respect to the particular Service(s) governed by such Supplement only; and (3) these Terms.
Additional Disclosures. If Agency is a California resident, Agency may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210. The provisions of this Agreement apply equally to and are for the benefit of Sensor Tower, its subsidiaries, Affiliates and licensors, and each shall have the right to assert and enforce such provisions directly. Sensor Tower’s Affiliates may perform the Service(s) or portions thereof on Sensor Tower’s behalf, and Sensor Tower will remain responsible for such performance. The Parties agree that any material breach of Section 3 or 5 will cause irreparable injury and that injunctive relief in a court of competent jurisdiction will be appropriate to prevent an initial or continuing breach of Section 3 or 5 in addition to any other relief available to the non-breaching Party. This Agreement may be executed in counterparts, each of which shall be deemed an original agreement and both of which shall constitute one and the same agreement. For clarity, this Agency Agreement does not apply to or govern the Sensor Tower Connected Account Service (formerly “Connected Credentials”), which is a no-cost service enabling users to view and analyze information about their Apps by connecting their App Platform accounts and is exclusively governed by the Sensor Tower Terms of Service found at: https://sensortower.com/tos.
Last Updated July 14, 2025