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Catappult Certified Developer Distribution Agreement


Last updated: March 2024

Catappult is a software developed by Aptoide S.A. (“Aptoide”), a company with ID 509987184 and principal place of business at Rua Soeiro Pereira Gomes, Lote 1, 3D, 1649-031 Lisboa, Portugal which allows the distribution of products in the Aptoide App Store and other Apps distribution channels. Catappult is a product developed and owned by Aptoide.

By uploading or otherwise making available applications or any other materials under this Agreement, you (on behalf of yourself or the business you represent) agree to be bound by the terms of this Agreement. As used in this Agreement, "we" and "us" means Aptoide or any of its affiliates, and “you” and "Certified Developer" means the applicant (if registering as an individual), or the business employing the applicant (if registering as a business). Capitalized terms have the meanings listed in the Definitions below.

Definitions

Apps: Software, content and digital materials developed or distributed by the Certified Developer distributed via Catappult, including the respective metadata and the digital content or digital goods which the Users may purchase within such Apps.

Aptoide App Store: Software developed and provided by Aptoide which can be accessed by Devices and gives access to the Apps, either through Aptoide website or Aptoide App.

Aptoide Partner: Any person or company who is registered and approved by Aptoide to have access to Catappult content and distribute Apps in the Partner App Store.

AppCoins Wallet: Aptoide’s own payment system used to process payments from end users in the Aptoide App Store and Partner Stores.

AppCoins Credits: A virtual currency used to make in-app purchases in your Apps.

Catappult: The software developed by Aptoide which allows Certified Developers to distribute and monetise their Apps in the Aptoide App Store and Partner Stores.

Certified Developer: The developer or distributor of Apps which has adhered to the Aptoide Developers Program through which its Apps are certified by Aptoide, having access to advanced tools for the distribution of Apps and in-app billing.

Certified Developer Account: An account issued to Certified Developers that enables the distribution of Apps in Catappult.

Device: Any device that can access the Aptoide App Store or Third Parties App Stores, as defined herein.

In-App Products: Items and/or services Users can purchase in the Apps.

MoR Territories: The countries listed in Annex I of this Agreement.

Partner Stores: Aptoide Partner App Store for the distribution of Apps.

Services: The services provided by Aptoide in relation to the distribution of Apps via Catappult.

Transaction Taxes Territories: The countries listed in Annex II of this Agreement.

Transaction Taxes: Taxes that are imposed on the purchase price of goods, such as value-added taxes (VAT) and withholding taxes.

Users: The device owners who access to the Aptoide App Store or the Partner App Stores in their devices, which download and use the Apps.

Wallet Account: A digital wallet which supports the Certified Developer’s balance. Certified Developers must maintain their Wallet Account operational.

1. Introduction

1. Aptoide has developed the Certified Developers Program which consists of the certification of Developer’s Apps. Only certified Apps may be distributed via Catappult.

2. Access to Catappult is limited to professional users who intend to make their Apps available not only in the Aptoide App Store, but also in the Aptoide Partner Stores.

3. Catappult is a SaaS (Software as a Service) developed for professionals which allows the distribution of Apps. By registering in Catappult, or when you log-in for the first time in Catappult with your credentials, a Wallet Account will be associated to your Certified Developers Account. All your transactions made through Catappult will be managed by such Wallet Account.

4. If your Apps are paid or include paid In-App Products you must integrate Catappult’s billing into your Apps. For that effect, you will have to provide to Aptoide specific data about your Apps via the Catappult Console (such as, but not limited to, Apps package name provided to Google Play, the pricing of the Apps or in-app purchases). You undertake to make available to Aptoide, or to provide Aptoide with the necessary authorizations to obtain, all information necessary for that effect and acknowledge that Aptoide cannot be held liable for any delays, damages or losses related with the lack of availability of such information.

2. Accepting this Agreement

1. This agreement ("Agreement") forms a legally binding contract between you and Aptoide in relation to distribution of Apps via Catappult. In order to distribute Apps via Catappult, you must first agree to this Agreement by accepting it online (through the button “I accept”). You may not distribute Apps on Catappult if you do not accept this Agreement

2. Use of Catappult and Services is limited to parties that lawfully can enter into and form contracts under applicable law.

3. You represent and warrant that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the country in which your business is registered; and (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations hereunder.

3. Distribution of Apps

1. You can distribute Apps through Catappult, by uploading them to your Certified Developer Account.

2. By entering into this Agreement, you agree that by uploading Apps to Catappult they will be automatically available in Aptoide App Store and, if you choose so, in all Aptoide Partner Stores which have access to Catappult. You can choose in which specific Aptoide Partner Stores your Apps will be distributed by changing the distribution settings on your Certified Developer Account.

3. Certified Developer understands and agrees that Aptoide Partner Stores may decide to stop distributing the Apps in their App Stores at any moment, upon their sole discretion. The suspension or termination of distribution of the Apps by a certain Aptoide Partner Store will not affect the validity and effectiveness of this Agreement, under which Certified Developer may continue to distribute its Apps in other App Stores.

4. Through your Certified Developer Account, you can distribute Apps owned by you and/or Apps in relation to which you were granted with a distribution licence by the respective owner. You represent and warrant that you have all intellectual property rights, including all necessary patent, trademark, trade secret, copyright or other proprietary rights, in and to the Apps. If you use third-party materials, you represent and warrant that you have the right to distribute the third-party material in the App. You agree that you will not submit material to Catappult that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including patent, privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to submit the material.

5. You agree to use Catappult for distribution of Apps only for purposes that are permitted by: (a) this Agreement, and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.

6. It is your sole responsibility to provide Apps that do not violate any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy. As referred to below, Aptoide will not be liable for any infringement in such respect.

7. The distribution of Apps through Aptoide Partner Stores may be subject to the terms and conditions set out by such Partner Stores, to which you will have to adhere, as may be requested by Aptoide Partner Stores from time to time.

8. Updating Apps. You are solely responsible for your Apps updates whenever there is an update that needs to be submitted to Catappult. If an App update is not intended to go live on Aptoide App Store or Aptoide’s Partner Stores, you must inform Aptoide accordingly. You acknowledge that Aptoide cannot be held liable for any delays, damages or losses related with the submission of your Apps updates.

9. Privacy of Device Users. You agree that by distributing Apps you will protect the privacy and legal rights of Users. If Users provide you with, or the App accesses or uses, user names, passwords, or other login information or personal information, you must inform Users that the information will be available to your Apps, and you must provide legally adequate privacy notice and protection to Users. Further, the Apps may only use that information for the limited purposes for which the User has given you permission to do so. If the Apps store personal or sensitive information provided by Users, it must do so securely and only for as long as it is needed. If the User has opted into a separate agreement with you that allows you or the Apps to store or use personal or sensitive information directly related to the Apps (not including other products or applications) then the terms of that separate agreement will govern your use of such information. If the User provides the Apps with their Aptoide account information, the Apps may only use that information to access the User's Aptoide account when, and for the limited purposes for which, the User has given you permission to do so. Aptoide owns all information related to Aptoide App Store Users and to the transactions entered with such Users; Aptoide may share this information with you, following the execution of a specific agreement, if that is allowed by the applicable laws.

10. Prohibited Actions. You agree that while using Catappult you will not engage in any activity, including the publishing or distribution of Apps, that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including, but not limited to, Device users and Aptoide. You may not use information obtained from the Aptoide’s Users accounts to sell or distribute Apps outside Catappult.

11. Non-Compete. You may not use Catappult to distribute or make available any Product which primary purpose is to facilitate the distribution of software applications and games for use on Android Devices outside of Catappult.

12. You agree that you are solely responsible for (and that Aptoide has no responsibility to you or to any third party for) any breach of your obligations under this Agreement, any applicable third-party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Aptoide or any third party may suffer) of any such breach.

13. Product Ratings. Aptoide App Store allows Users to rate Apps. Aptoide App Store is designed to rank first the Apps with higher rating; this means that the Apps with the highest ranking given by Users will be presented in a more prominent way to Users of the Aptoide App Store. Your Apps may be subject to User ratings to which you may not agree. You may contact Aptoide if you have any questions or concerns regarding such ratings in the Aptoide App Store. The ranking of the Apps in Partners Store and Aptoide Partner Stores is subject to the terms and conditions of such App Stores and Aptoide not does not have any intervention on the determination of the parameters and criteria used to rank Apps in those App Stores. Certified Developer shall consult Aptoide Partner Stores terms and conditions in order to be informed about the Apps ranking criteria applied on those App Stores.

14. Marketing Your Apps. You will be responsible for uploading your Apps to your Certified Developer Account, providing required Product information, and accurately disclosing the security permissions necessary for the App to function on Devices.

15. Restricted Content. Apps and other materials made available while using the Services (“Content”) must comply with the following:

  1. Sexual Content: Content cannot contain or promote sexual content or profanity, including pornography, or any content or services intended to be sexually gratifying. Content that contains nudity may be allowed if the primary purpose is educational, documentary, scientific or artistic, and is not gratuitous.
  2. Content that sexualizes minors, including but not limited to, Content that promotes pedophilia or inappropriate interaction targeted at a minor (e.g. groping or caressing) is not allowed.
  3. Hate Speech: Content cannot promote violence or incite hatred against individuals or groups based on race or ethnic origin, religion, disability, age, nationality, veteran status, sexual orientation, gender, gender identity, or any other characteristic that is associated with systemic discrimination or marginalization.
  4. Violence: Content cannot depict or facilitate gratuitous violence or other dangerous activities nor be related to terrorism, such as content that promotes terrorist acts, incites violence, or celebrates terrorist attacks. Content that depict fictional violence in the context of a game, such as cartoons, hunting or fishing, are generally allowed.
  5. Dangerous Products: Content cannot facilitate the sale of explosives, firearms, ammunition, or certain firearms accessories or instructions for the manufacture of explosives, firearms, ammunition, restricted firearm accessories, or other weapons.
  6. Alcohol, tobacco and drugs: Content cannot facilitate the sale alcohol, tobacco or drugs or encourage the illegal or inappropriate use of alcohol or tobacco.
  7. Financial Services: Content cannot expose users to deceptive or harmful financial products and services.
  8. Gambling: Content and services that facilitate online gambling may be allowed to be distributed in certain locations and if it meets certain requirements which are analysed on a case-by-case basis and subject to applicable laws and other criteria.
  9. Illegal activities: Content cannot promote or facilitate illegal activities.
  10. Intellectual Property: Content cannot violate intellectual property rights, including patent, copyright, trademark, trade secret, or other proprietary right of any party or encourage or induce infringement of intellectual property rights.
  11. Privacy: Content must comply with all applicable local laws, the European Union’s General Data Protection Regulation (GDPR).

You also undertake not to upload or otherwise make available Apps or any other materials that:

  1. contain viruses, trojans, spyware, adware, ransomware, rootkits, back doors, worms and any other malware or any similar mechanism or device, or any other code designed or intended to have, or intended to be capable of performing, any of the following functions: (a) disrupting, disabling, harming, or otherwise impeding in any manner the access to or the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed; or (b) accessing, copying, blocking, encrypting, damaging or destroying any data or file, in each case, without the user’s consent.
  2. harm user devices or personal data.
  3. create unpredictable network usage that has an adverse impact on a user's service charges or a telecommunications network.
  4. knowingly violate telecommunications carrier's terms of service for allowed usage.
  5. create a spammy user experience, whether by posting repetitive content or misleading information about an App's purpose.

In case Aptoide detects Content that does not comply with these Terms, Aptoide may, without prejudice of Aptoide’s rights to terminate any agreement with you, remove or disable access to such Content.

knowingly violate telecommunications carrier's terms of service for allowed usageknowingly violate telecommunications carrier's terms of service for allowed usage We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Our reporting may include disclosing appropriate user information. We also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct related to alleged violations of these Terms.

16. Support. You will be solely responsible to provide Users with support and maintenance of your Apps and to handle any complaints about your Apps. Your contact information will be displayed on each App detail page and will be made available to Users for customer support purposes. You undertake to provide and maintain valid and accurate contact information to be made available to Users.

17. Reinstalls. Users are allowed unlimited reinstalls of each App distributed through Catappult, provided however that if you remove Apps from the Catappult, such Apps shall be removed from all portions of the Catappult and Users shall no longer have a right or ability to reinstall the affected Apps.

4. Commercial relationship, Sale of Apps and In-App Products

1. Under this Agreement You appoint Aptoide to act as your commercial agent to make your Apps, including In-App Products, available in the Aptoide App Store and in Partner Stores.

2. This Agreement applies to free and paid Apps and In-App Products made available to Users. In case you distribute paid Apps and paid In-App Products, you will have to integrate Catappult billing solution into your Apps and you undertake to keep such integration until the term of this Agreement.

3. If you choose to do so in your Certified Developer Account, Aptoide, acting as your agent and with you acting as Principal, is the merchant of record for the Apps and In-App Products sold to Users located in MoR Territories through the Aptoide App Store and Partner Stores which have integrated Catappult’s billing system (list available here). In case you make available Apps and In-App Products to Users located in all other territories and/or in Partner Stores which have not integrated Catappult’s billing system, you are the merchant of record for the Apps and In-App Products sold to Users.

4. In cases where Aptoide acts as merchant of record, Aptoide will determine if the Apps and In-App Products are subject to Transaction Taxes and, if so, the applicable tax rate will be collected by Aptoide and remitted to the appropriate tax authorities. Aptoide will issue invoices for the individual transactions entered into with the Users.

5. In addition to the above, and solely in relation to the sale of Apps and In-App Products to Users located in the Transaction Taxes Territories through the Aptoide App Store and certain Partner Stores, Aptoide may, if you choose so in your Certified Developer Account, determine if the Apps and In-App Products are subject to Transaction Taxes and, if so, the applicable tax rate will be collected by Aptoide and remitted to the appropriate tax authorities. In case you make available Apps and In-App Products to Users located in all other territories and/or in Partner Stores which have not integrated Catappult’s billing system, you are solely responsible to determine, collect and remit to the applicable authorities all Transaction Taxes.

6. In cases where you act as merchant of record, Aptoide acting as your commercial agent and You acting as principal, You acknowledge that:

  1. The prices set by You shall be inclusive of all indirect taxes.
  2. Any contract to sell Apps and In-App Products is made only between You and the User concerned and Aptoide is not a party to any such contract;
  3. Apps or In-App Products offered for sale through Catappult are neither owned nor come into the possession of Aptoide at any time;
  4. You are solely liable to determine, collect and remit to the applicable governmental tax authorities all Transaction Taxes or charges imposed by any government entity in connection with the sale of In-App Products and to comply with any other tax obligations related with such sale.

7. The price of the Apps and In-App Products is determined by You, at your sole discretion, and may be set in US Dollars (USD) or other local currencies. Aptoide may display to Users the price of Apps and In-App Products in their native currency. In these cases, the currency and conversion rates will be the ones available at https://exchangeratesapi.io/ and are automatically updated daily. Because the currency and conversion rates are provided by an external third party, Aptoide is not responsible for the accuracy of currency rates or conversion.

8. You will be responsible to declare, withhold and pay to the appropriate tax authorities any income taxes due by You as a result of this Agreement.

9. Self-Invoicing. Where Clauses 4.3., 4.4. and 4.5. of this Agreement are applicable to you, you agree that Aptoide will have in place a self-invoicing system during the term of the Agreement or as long as Aptoide Clauses 4.3., 4.4. and 4.5. are applicable. You expressly authorize Aptoide to issue on your name and on your behalf all invoices relating to the acquisition of the Apps and In-App Products by Aptoide which are sold to Users in accordance with the requirements of the applicable legislation. You undertake to provide Aptoide with updated and accurate invoicing details and to inform Aptoide, within 3 (three) business days of any amendments to such details.

10. Special Refund Requirements. You authorize Aptoide to give Users a full refund of the App price if the User requests the refund within 48 (forty-eight) hours after purchase.

11. Chargebacks. A chargeback is a process that may lead to the return of funds to a User. This process is initiated by the User, asking the issuing bank the refund. Issuing bank will then contact the payment processor which will then notify Aptoide. Whenever Aptoide receives a chargeback notification related with a sale of an App, Aptoide will inform you accordingly and you undertake to provide to Aptoide, within the term determined by the payment processor, with the necessary documents to dispute the chargeback. Aptoide will submit the documents provided to the payment processor, which will decide if it is possible to reverse the chargeback. If it is resolved that the chargeback is not reversible, the refund (correspondent to the revenue share you would receive for the disputed transaction) will be deducted to the revenue share due to you. Information about the refund in case of a chargeback will be marked in your Certified Developer Account as “chargeback”. Please note that the chargeback process is managed and resolved by the payment processor and the issuing bank and that Aptoide does not have any power to dispute the decisions taken.

5. Apps Revenue Share

1. This Agreement covers the share of the revenue generated by the sale of Apps and In-App Products. In case you choose to distribute free Apps and/or In-App Products, this clause will not be applicable.

2. The price you set for Apps and In-App Products will determine the amount of payment you will receive. The amount to be paid to you for the sales made through Catappult is equal to the gross sales price less the share due to Aptoide. Such amounts will be remitted to you according to this Agreement.

3. Applicable revenue shares. The revenue share applicable is defined in Annex III of this Agreement.

4. Payment of revenue share. Your Wallet Account will be credited in US Dollars at the moment of each transaction with the amount corresponding to your revenue share. You may, at your sole discretion, request the withdraw of Your Wallet Account balance to a bank account or Paypal account.

5. In the event the Agreement is terminated, you may withdraw the balance from your Wallet Account up to (30) days after the end of the calendar month in which the Agreement is terminated.

6. If you are past due on any payment to Aptoide, Aptoide reserves the right to withhold payments until all outstanding payments have been made or to offset amounts owed to you in connection with the Program by amounts owed by you to Aptoide.

7. You will bear the bank fees, costs or taxes charged to Aptoide relating to payments made to you. Aptoide will be entitled to deduct such fees from payments due to you or to charge such fees separately.

8. As a security measure, we may, impose transaction limits relating to the value of any transaction or withdrawal, the cumulative value of all transactions or withdrawals during a period of time, the number of transactions or withdrawals per day or other period of time, or we may request additional documentation from you in order to complete the transactions or withdrawals. We will not be liable to you: (i) if we do not proceed with a transaction or withdrawal that would exceed any limit established by us for a security reason, or (ii) if we allow a User to withdraw from a transaction or to be refunded from a transaction due to an error of processing occurred in the Apps, Catappult, Aptoide App Store, the Partners Store or the Third Parties App Stores.

9. By entering into this Agreement, you agree that the revenue share set out in clause 6 is only applicable to the sale of Apps made through Catappult.

6. Catappult Fee

1. You undertake and agree to pay an annual fee to Aptoide as a consideration for the distribution of your Apps through Catappult. Catappult fee is refundable in the first 30 days and before any of your Apps starts to be distributed in Catappult.

2.The amount of the fee to be paid to Aptoide is determined at https://docs.catappult.io/docs/subscription and is also available at your Certified Developer Account.

3. Payment of the annual fee is due when you first subscribe to Catappult services and will be due every subsequent year on the same date.

4. You must provide all the necessary information for Aptoide to be able to issue an invoice with the corresponding amount of your annual fee, namely:

  1. Company registered name;
  2. Company Tax Identification Number (TIN);
  3. Company Address, including zip code and country of incorporation.

5. The payment of the annual fee due to Aptoide may be performed through your Certified Developer Account by using your credit card, Paypal account or other payment methods accepted by Aptoide’s payment processing providers.

6. Aptoide may provide you other services related with Catappult platform. The specific terms and conditions applicable to such services will be communicated to you by Aptoide. Aptoide will not provide you with additional services unless you have specifically asked for the provision of such services and agreed to the respective terms and conditions.

7. Failure to pay Catappult fee prevents the submission and release of new Apps in your Certified Developer Account.

7. License Grants

1. Certified Developer Licenses. Certified Developer grants to Aptoide a non-exclusive, worldwide and royalty-free license to: (i) distribute the Apps via Catappult; (ii) make the Apps available for download by Users; and (iii) copy, perform, display, and use the Apps for administrative and demonstration purposes; (iv) use the Certified Developer trademarks, logos and commercial names in presentations, marketing materials, customers’ lists and Web site listings of customers and Referral Pages. Aptoide undertakes to use Certified Developer trademarks solely in the manner in which they were provided to Aptoide, meaning that Aptoide may not change, alter, amend, vary, or modify the trademarks in any way, at any time.

2. Aptoide Licenses. Aptoide grants to Certified Developer a limited, revocable, non-sublicensable, non-assignable, non-exclusive and royalty-free license to: (i) access and use Catappult in the manner permitted by this Agreement; (ii) install, copy, and use any Aptoide materials we may provide, solely in conjunction with your access to and use and operation of your Certified Developer Account; (iii) enable the access to and use of your Apps by Users; and (iv) use the Aptoide trademarks solely in connection with your use of the Services for which the Aptoide trademarks were provided to you. You must use the Aptoide trademarks solely in the manner in which they were provided to you.

3. Aptoide reserves the right to determine and control all aspects (including all functionality) of Catappult and of the Aptoide App Store as well as the right to re-design, modify and remove any or all aspects of them.

4. You may not and may not authorize any other party to do the following to or with Catappult, the Aptoide App Store or other materials provided by Aptoide: (a) reverse engineer, decompile, or disassemble them; (b) modify or create derivative works based upon them in whole or in part; (c) distribute copies of them; (d) remove any proprietary notices or labels on them; or (e) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them. In addition to any other rights or remedies that we may have, any use in violation of this section will immediately terminate your right to use Catappult.
All licenses not expressly granted in this Agreement are reserved and no other licenses, immunity or rights, express or implied are granted by us, by implication, estoppels or otherwise.

5. EULA. Certified Developer shall license to Users the right to use the Apps. Certified Developer shall implement such license in its Apps (“Developer’s EULA”). In case Certified Developer has not implemented a Developer’s EULA in its Apps, then the Standard EULA Terms, which specify, among other things, that you are the licensor of the Apps and that we are not parties to your EULA, will constitute the entire EULA for the purposes of distributing Apps in the Aptoide App Store, will apply. The Standard EULA Terms include the following end user license terms:

  1. The Developer is the licensor of the App.
  2. If the App does not include a Developer EULA that specifies license rights, Developer grants to user a limited, non-transferable license to download and use the App only for personal and non-commercial purposes.
  3. You may not modify, reverse engineer, decompile or disassemble the App in whole or in part, or create any derivative works or sublicence any rights in the App, unless otherwise expressly authorised by the Developer.
  4. The App is protected by copyright and other intellectual property laws and treaties. Unless otherwise expressly stated in the Developer’s EULA, Developer or its licensors own all title, copyright, and other intellectual property rights in the App, and the App is licensed, not sold.
  5. The end user acknowledges and agrees that Aptoide has no responsibility or liability with respect to your use of the App or any content or functionality in the App.

You agree that the distribution of Apps through Third Parties App Stores may be subject to other end user license terms, as may be determined by such third parties. The Standard EULA Terms will specify, among other things, that you are the licensor of the Apps and that we are not parties to your EULA. If there are any conflicts between the Standard EULA Terms and the Developer’s EULA, then to the extent of such conflict the Standard EULA Terms will control for the purposes of distributing Apps in the Aptoide App Store. We do not have any responsibility or liability related to compliance or non-compliance by you or any user under a Developer’s EULA or the Standard EULA Terms.

6. All licenses not expressly granted in this Agreement are reserved and no other licenses, immunity or rights, express or implied are granted by the parties, by implication, estoppels or otherwise.

8. Product Takedowns

1. Your Takedowns. You may remove your Apps from future distribution through Catappult at any time, but you must comply with this Agreement, including but not limited to refund requirements. Removing your Apps from future distribution through Catappult does not: (a) affect the rights licensed to Users who have previously purchased or downloaded your Apps; (b) remove your Apps from Devices or from any part of the Catappult where previously purchased or downloaded applications are stored on behalf of Users; or (c) change your obligation to provide Apps support or services that have been previously purchased or downloaded by Users. Notwithstanding the foregoing, in no event will Aptoide maintain on any portion of the Catappult (including, without limitation, the part of the Catappult where previously purchased or downloaded applications are stored on behalf of Users) any paid Product that you have removed from Catappult and provided written notice to Aptoide that such removal was due to: (i) an allegation of infringement, or actual infringement, of any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person; (ii) an allegation of defamation or actual defamation; (iii) an allegation of violation, or actual violation, of any third party's right of publicity or privacy; or (iv) an allegation or determination that such App does not comply with applicable law.

2. Aptoide Takedowns. If Aptoide is notified by you or otherwise becomes aware that an App or any portion thereof: (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; (c) violates Aptoide's policies or other terms of service as may be updated by Aptoide from time to time in its sole discretion; (d) is being distributed by you improperly; (e) may create liability for Aptoide; (f) is deemed by Aptoide to have a virus or is deemed to be malware, spyware or have an adverse impact on Aptoide's infrastructure; (g) violates the terms of this Agreement or the terms of the Partners Program; or (h) the display of the App is impacting the integrity of Aptoide servers (i.e., users are unable to access such content or otherwise experience difficulty), Aptoide may remove the App from the Catappult and the Aptoide App Store and will notify you accordingly. Such notification will establish one or more of the foregoing grounds to takedown and will include the rationale underneath the decision.

3. If you believe that the App was removed as a result of a mistake or misidentification, you will be entitled to request the re-integration of the App removed by submitting a request by e-mail to support@catappult.io, which shall be accompanied by sufficient evidence showing that the grounds to takedown are not verified.

4. In the event that your App is involuntarily removed because it is defective, malicious, infringes intellectual property rights of another person, defames, violates a third party's right of publicity or privacy, or does not comply with applicable law, and a User purchased such App within a year before the date of takedown: (i) you must refund Aptoide, all amounts received, plus any associated fees (i.e. chargebacks and payment transaction fees), and (ii) Aptoide may, at its sole discretion, withhold from your future sales the amount in subsection (i) above.

5. Aptoide Partner Stores Takedowns. Your Apps distributed in Aptoide Partner Stores may be subject to takedowns as provided in the Aptoide Partner Stores terms and conditions. You shall contact the providers of such App Stores in case you understand that the takedown of your Apps should not have occurred.

6. Repeat Infringers Policy. If Aptoide verifies or is warned of repeat infringement by a Developer of: (a) the intellectual property rights or any other rights of any third party; (b) any applicable law or this Agreement; (c) Aptoide's policies or other terms of service as may be updated by Aptoide from time to time in its sole discretion; (d) repeat upload of Apps containing virus, malware, spyware or which have an adverse impact on Aptoide's infrastructure or are impacting the integrity of Aptoide servers (i.e., Users are unable to access such content or otherwise experience difficulty), Aptoide will terminate the Certified Developer Account and will remove all of such Developer’s Apps from Catappult.

9. Your Credentials

You agree that you are responsible for maintaining the confidentiality of any credentials that may be issued to you by Aptoide or which you may choose yourself and that you will be solely responsible for all applications that are published under your credentials.

10. Privacy and Information

1. Any data collected or processed under this Agreement by Aptoide is made in accordance with Catappult Privacy Policy. Data collected or processed by Aptoide in relation to Aptoide App Store Users is made in accordance with Aptoide App Store Privacy Policy.

2. In case Certified Developer chooses to make available to Users In-App Products through Catappult billing system, Aptoide will have access to certain Users personal data in relation to which the Parties will act as independent data controllers. In such circumstances, the Parties undertake to enter into the data sharing agreement attached as Annex IV.

3. Under this Agreement, Certified Developer may have access, through the Developer Account, to limited aggregate data generated through the use of Catappult which is not personal data.

11. Terminating this Agreement

1. Either you or Aptoide may terminate this Agreement at any time upon delivery of a prior notice with at least ninety (90) days of advance in relation to the date in which termination becomes effective.

2. In case of termination of the Agreement as provided for in the previous paragraph, the Parties agree that during the prior notice period of 90 (ninety) days the Parties will prepare for the termination of the Agreement (the “Transition Period”). The Parties undertake to comply with the obligations provided for in this Agreement during the Transition Period and in particular to:

  1. Certified Developer undertakes: (i) to maintain the Apps available for distribution in Catappult in the same terms as they were being distributed until the termination notice (e.g. in the same Partner Stores, for the same territories, etc.); and (ii) not to make any changes or amendments to the billing of the Apps distributed in Catappult (namely by removing Catappult’s billing from the Apps).
  2. Aptoide undertakes to: (i) ensure that Certified Developer continues to have access to the Certified Developer Account in the same terms as it was provided until the termination notice; (ii) maintain and ensure proper functioning of Catappult billing in the same terms as it was provided until the termination notice.

3. Upon termination of the Transition Period, termination of the agreement will produce its effects. Upon termination of the Agreement: (i) Certified Developer must cease any use of any relevant credentials; and (ii) the Parties will settle accounts.

4. The Parties explicitly declare and acknowledge that compliance with the obligations outlined in paragraphs 2 and 3 of this clause is essential. In the event of a breach of these obligations, the breaching party shall, without being subject to any type of limitation, indemnify and hold harmless the non-breaching party from any and all liabilities, claims, expenses, losses, and damages suffered or incurred by the non-breaching party.

5. Without prejudice of paragraph 1 of this clause, Aptoide may, at any time and with immediate effects, terminate this Agreement with you if:

  1. Aptoide is subject to a legal or regulatory obligation to terminate the provision of its services; or
  2. You have repeatedly infringed the terms and conditions of this Agreement.

6. Termination of the Agreement will not affect the existing rights already accrued to either Party in accordance with provisions concerning the responsibilities and obligations in this Agreement. Based on its own nature, such rights shall survive the expiry or early termination of this Agreement, including but not limited to those in relation to, disclaimer of warranties, limitation of liability as well as indemnification.

12. DISCLAIMER OF WARRANTIES

1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE DISTRIBUTION OF APPS AND THE USE OF CATAPPULT ARE AT YOUR SOLE RISK AND THAT CATAPPULT AND THE APTOIDE APP STORE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.

2. YOUR USE OF CATAPPULT IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

3. APTOIDE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

4. IN TRANSACTIONS WHERE CERTIFIED DEVELOPER ACTS AS MERCHANT OF RECORD, IF A DISPUTE ARISES BETWEEN CERTIFIED DEVELOPER AND THE USERS, YOU RELEASE APTOIDE (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND UNLESS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, YOU EXPRESSLY UNDERSTAND AND AGREE THAT APTOIDE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT APTOIDE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS PAID BY APTOIDE TO YOU DURING THE PRIOR SIX-MONTHS IN RELATION TO THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

14. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Aptoide, its affiliates and their respective directors, officers, employees and agents from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney fees) arising out of or accruing from: (a) your use of Catappult in violation of this Agreement; (b) your Apps that infringe any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy; and (c) any and all taxes due by you as a result of this Agreement, which are not the Transaction Taxes where Aptoide acts as a merchant of record.

15. Changes to the Agreement

Aptoide may make changes to this Agreement at any time. Aptoide will inform you, by sending a notice by e- mail describing the modifications which will become effective, with a prior notice of 15 (fifteen). In case the modifications require Certified Developer to make significant technical adjustments to the Apps, the notice period will be of 30 (thirty) days. The changes will become effective and will be deemed accepted by you: (a) immediately for those who submit new Apps to Catappult after the notification is sent; or (b) on the date specified in the notice (except changes required by law which will be effective immediately). If Certified Developer does not agree with the modifications to the Agreement, Certified Developer may terminate the Agreement, within 15 (fifteen) days from the receipt of the notice, which will be Certified Developer’s sole and exclusive remedy. Certified Developer agrees that continued use of Catappult constitutes Certified Developer’s agreement to the modified terms of this Agreement.

16. General Legal Terms

1. This Agreement constitutes the whole legal agreement between you and Aptoide and governs your use of Catappult, and completely replaces any prior agreements between you and Aptoide in relation to the Services.

2. You agree that if Aptoide does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Aptoide has the benefit of under any applicable law), this will not be taken to be a formal waiver of Aptoide's rights and that those rights or remedies will still be available to Aptoide.

3. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.

4. You and Aptoide are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement.

5. The rights granted in this Agreement may not be assigned or transferred by either you or Aptoide without the prior written approval of the other party. Neither you nor Aptoide shall be permitted to delegate their responsibilities or obligations under this Agreement without the prior written approval of the other party.

6. This Agreement will be governed by the laws of Portugal. You agree to the exclusive jurisdiction and venue of the courts in Lisbon, Portugal.

17. P2B Regulation Complaints and Mediation for EU

1. If you are established in the European Union or if you distribute Apps to Users located in the European Union, you may submit complaints pursuant to the Regulation (EU) 2019/1150 of the European Parliament and of the Council on promoting fairness and transparency for business users of online intermediation services (“P2B Regulation”) by sending a written communication to support@catappult.io, related to the following issues: (a) Aptoide’s alleged non-compliance with any obligations set forth in the P2B Regulation which affect you in the European Union; (b) technological issues relating directly to distribution of Apps in the European Union that affect you; or (c) measures taken by, or behaviour of, Aptoide relating directly to distribution of the Apps in the European Union that affect you. Aptoide will consider and process such complaints and communicate the outcome to you.

2. Pursuant to the P2B Regulation, Aptoide identifies the following panel of mediators with which Aptoide is willing to engage to attempt to reach an agreement with Developers established in the European Union or distributing Apps to Users located in the European Union on the settlement, out of court, of any disputes between Aptoide and you arising in relation to the execution of this Agreement, including complaints that could not be resolved by means of our complaint-handling system:

  1. ADR Lab, NOVA School of Law
    Campus de Campolide
    1099-032 Lisboa
    Portugal
    https://laboratorioral.fd.unl.pt/centro-de-mediacao/
  2. Centro de Arbitragem Comercial da Câmara de Comércio e Indústria Portuguesa
    Rua das Portas de Santo Antão, 89
    1169-022 LISBOA
    Portugal
    https://www.centrodearbitragem.pt/index.php?lang=en



ANNEX I

MoR Territories


If you choose to do so in your Certified Developer Account, for the purposes of Clause 4.3. of this Agreement, Aptoide may, acting as your commercial agent, be the merchant of record in relation to the In-App Products sold through Aptoide App Store and certain Partner Stores to Users located in the following territories/countries and provided that Certified Developer and Partner Stores have integrated Catappult billing system into its Apps/Stores:

Åland Islands

Lithuania

Austria

Luxembourg

Belgium

Malta

Bulgaria

Martinique

Ceuta

Mayotte

Croatia

Melilla

Republic of Cyprus

Monaco

Czech Republic

Netherlands

Denmark

New Caledonia

Estonia

Norway

Faroe Islands

Poland

Finland

Portugal

France

Réunion

French Guiana

Romania

French Polynesia

Saint Barthélemy

Gibraltar

Saint-Martin

Germany

Saint Pierre and Miquelon

Greece

San Marino

Greenland

Santa Cruz de Tenerife

Guadeloupe

Slovakia

Holy See (Vatican City State)

Slovenia

Hungary

Spain

Iceland

Svalbard and Jan Mayen Islands

Ireland

Sweden

Italy

United Kingdom

Las Palmas

Wallis and Futuna

Latvia

Liechtenstein





ANNEX II

Transaction Taxes Territories


If you choose to do so in your Certified Developer Account, for the purposes of Clause 4.5. of this Agreement, Aptoide may determine if the Apps and In-App Products are subject to Transaction Taxes and, if so, collect the applicable tax rate and remit it to the appropriate tax authorities, in relation to the In-App Products sold through Aptoide App Store and certain Partner Stores to Users located in the following territories/countries and provided that Certified Developer and Partner Stores have integrated Catappult billing system into its Apps/Stores:

Åland Islands

Lithuania

Austria

Luxembourg

Belgium

Malta

Bulgaria

Martinique

Ceuta

Mayotte

Croatia

Melilla

Republic of Cyprus

Monaco

Czech Republic

Netherlands

Denmark

New Caledonia

Estonia

Norway

Faroe Islands

Poland

Finland

Portugal

France

Réunion

French Guiana

Romania

French Polynesia

Saint Barthélemy

Gibraltar

Saint-Martin

Germany

Saint Pierre and Miquelon

Greece

San Marino

Greenland

Santa Cruz de Tenerife

Guadeloupe

Slovakia

Holy See (Vatican City State)

Slovenia

Hungary

Spain

Iceland

Svalbard and Jan Mayen Islands

Ireland

Sweden

Italy

United Kingdom

Las Palmas

United States of America

Latvia

Liechtenstein




ANNEX III

Applicable revenue share conditions


EntityRevenue share

Aptoide Catappult

25%

Certified Developer

75%