Certified Developer Distribution Agreement

Last updated: June 12th, 2018

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," "us," and "Aptoide" means 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 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 by the Certified Developer distributed via the 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.

AppCoins: An open standard protocol and a cryptocurrency created for the app economy. AppCoins are ERC-20 compatible tokens distributed on the Ethereum blockchain pursuant to a related ERC-20 smart contract, as detailed in appcoins.io.

Certified Developer: The developer 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 the Catappult.

Catappult: The software developed by Aptoide which allows Certified Developers to distribute and monetise their Apps in the Aptoide App Store, Third Party App Stores and other Apps distribution channels.

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

Partners App Stores: App Stores from Aptoide Partners for the distribution of Apps.

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

Third Parties App Stores: Software developed and provided by third parties which can be accessed by Devices and gives access to the Apps, either through those third parties website or App.

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

Wallet Account: A digital wallet which supports AppCoins owned by the Certified Developers which allows them to pay, collect and remit payments which are due to the Certified Developer for the distribution of Apps. Certified Developers must maintain their Wallet Account operational to pay services provided by Aptoide and charge for Apps distributed in the Catappult.

1. Introduction

1. Aptoide has developed the Certified Developers Program which consists on the certification of Developer’s Apps. In order to become a Certified Developer, the Apps to be made available and distributed through Catappult will have to be previously certified by Aptoide. 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 Partners Stores and Third Parties App Stores.

3. Catappult is a SaaS (Software as a Service) developed for professionals which allow the distribution of Apps through blockchain. All transactions made via Catappult are executed in AppCoins, ensuring security and transparency of such transactions, by registering them in blockchain. By registering in the Catappult, or when you log-in for the first time in Catappult with your professional Aptoide 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 and all payments will be processed in AppCoins.

4. By entering into this Agreement, you agree to make available and distribute the App in the Catappult.

2. Accepting this Agreement

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

2. Use of the 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 the Catappult, by uploading them to your Certified Developer Account. By entering into this Agreement, you agree that by uploading Apps to the Catappult they will be automatically available in Aptoide App Store, all Partners Stores and/or Third Parties App Stores which have access to the Catappult. You can choose in which specific App Stores your Apps will be distributed by changing the settings for such purpose on your Certified Developer Account. By distributing Apps through the Aptoide App Store, you also agree to have them distributed in all Partners Stores.

2. 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.

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

4. 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.

5. The distribution of Apps through Third Parties App Stores may be subject to the terms and conditions set out by such third parties, to which you will have to adhere, as may be requested by such third parties from time to time.

6. Privacy of Device Users. You agree that by distributing Apps you will protect the privacy and legal rights of users. If the users provide you with, or the App accesses or uses, user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your Apps, and you must provide legally adequate privacy notice and protection for those 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. But 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 the information related to users of the Aptoide App Store and to the transactions entered with such users; Aptoide may share this information with you, following specific agreement, if that is allowed by the applicable laws.

7. Prohibited Actions. You agree that while using the 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 of the Catappult.

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

9. 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.

10. Product Ratings. The Aptoide App Store, the Partners Store and the Third Parties App Stores will allow users to rate Apps. Product ratings will be used to determine the placement of Apps on the Aptoide App Store, the Partners Store and/or on the Third Parties App Stores with higher rated Apps generally given better placement. 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.

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

12. Restricted Content. Any Product you distribute on the Catappult must adhere to Aptoide Content Policy for Developers located at http://www.aptoide.com/contentpolicy. The distribution of Apps on Third Party App Stores may be subject to other terms and conditions made available by such third parties.

13. Support. You will be solely responsible for support and maintenance of your Apps and any complaints about your Apps. Your contact information will be displayed in each application detail page and made available to users for customer support purposes.

4. Catappult Fee

1. You undertake and agree to pay a fee to Aptoide as a consideration for the distribution of your Apps through Catappult.

2. The fee to be paid to Aptoide will be of 4% (four per cent) of the price of each App and/or digital good included in the Apps sold by you through Catappult.

3. The payment of the fee due to Aptoide will be deducted from the amount of the Apps Revenue Share due to you by Aptoide. If, at any given time, you are not entitled to receive any Apps Revenue Share, you shall pay the Catappult fee to Aptoide in the thirty (30) days after receiving a communication for such effect.

4. 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 additional services unless you have specifically asked for the provision of such services and agreed to the respective terms and conditions.

5. Failure to comply with payment of Catappult fee entitles Aptoide to suspend your Certified Developer Account and the distribution of your Apps through Catappult and Aptoide App Store. In any case, Aptoide will be entitled to offset the amount of the fee due with any other amounts that you would be entitled to receive under this Agreement.

5. Advertising Revenue Share

1. If you intend so, you may launch advertising campaigns in the Aptoide App Store, Partners Stores and Third Parties App Stores.

2. The specific terms and conditions applicable to each advertising campaign will be agreed with you.

3. The fee to be paid to Aptoide will be of 4% (four per cent) of any amount invested in advertising campaigns running through Catappult.

4. The payment of the fee due to Aptoide will be deducted from the amount of the Apps Revenue Share due to you by Aptoide. If, at any given time, you are not entitled to receive any Apps Revenue Share, you shall pay the advertising fee to Aptoide in the thirty (30) days after receiving a communication for such effect.

6. Apps Revenue Share

1. This Agreement covers the share of the revenue generated by the sale of Apps or digital goods within the Apps.

2. You may set the price for the Apps uploaded by you to the Catappult. The price of the Apps will only be set out in AppCoins. The Aptoide App Store may display to users the price of Apps in their native currency, but Aptoide is not responsible for the accuracy of currency rates or conversion.

3. The sales prices for the Apps are determined by you and shall be inclusive of all indirect taxes.

4. As an exception to paragraph 3 above, Aptoide may agree with some Partners that the price set by you for the Apps will be adjusted to a round figure that such partner is able to charge its customers. This may lead to changes in the sales price defined by you, always to the closest higher price set by the Partner at issue.

5. You have the primary responsibility to collect and remit all indirect taxes for sale of Apps to the appropriate taxation authorities; Aptoide will provide you with sufficient data for this purpose, only in relation to the sales made through the Aptoide App Store.

6. The price you set for Apps will determine the amount of payment you will receive. The amount to be paid to you for the sales made through Aptoide App Store is equal to the sales price less the share due to: (i) Aptoide (including the Catappult Fee, if applicable, the Advertising Fee and any other fees due to Aptoide related with the provision of other services, as provided for in number 4 of clause 4 above) and (ii) Aptoide’s Partners. Such amounts will be remitted to you according to these Agreement rules.

7. Applicable revenue shares. The revenue shares applicable to you will be defined according to a specific table available at your Certified Developer Account.

8. You may also choose to distribute free Apps. If the Product is free, you will not be entitled to receive any amounts.

9. Special Refund Requirements. You authorize Aptoide to give the users a full refund of the Product price if the user requests the refund within 24 (twenty-four) hours after purchase.

10. Reinstalls. Users are allowed unlimited reinstalls of each application distributed via the Catappult, provided however that if you remove paid 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.

11. By entering into this Agreement, you agree that the revenue share set out in this Clause 6 is only applicable to the sale of Apps made through Aptoide App Store. The revenue share you will receive for the sale of Apps made through Partners Store and/or Third Parties App Stores is subject to the terms and conditions set out by the agreement entered between you and such third parties relating to the distribution of Apps though their App Stores.

7. Payments

1. You shall receive payments related to the sale of Apps, as determined in your Certified Developer Account.

2. By entering into this Agreement, you agree that all amounts that shall be paid to you will only be made in AppCoins. You also agree that you are responsible, if you intend so, for the exchange of AppCoins into any other currency and that you will support all costs and taxes related with such conversion.

3. Since you will only receive payments in AppCoins, such payments will be processed and managed by a decentralized platform functioning only with resource to smart contracts created with blockchain technology.

4. Considering that the payments due to you will be managed and processed through a decentralized platform, which does not allow any intervention from Aptoide, Aptoide cannot be held liable for any divergences, inconsistencies or problems related with the execution of payments.

5. If you are past due on any payment to Aptoide, Aptoide reserves the right to withhold payment 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.

6. To ensure proper payment, you are solely responsible for providing and maintaining a Wallet Account which have to be able to receive AppCoins. You are also solely responsible to keep an accurate Wallet address and other contact information associated with your Certified Developer Account. This information includes, without limitation, a valid address and tax identification number.

7. You are responsible for all your expenses in connection with this Agreement, unless this Agreement expressly provides otherwise.

8. You agree to pay all applicable taxes or charges imposed by any government entity in connection with your participation in the Certified Developers Program.

9. As a security measure, we may, but are not required to, impose transaction limits relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we permit a user to withdraw from a transaction because the Aptoide App Store, the Partners Store or the Third Parties App Stores are unavailable following the commencement of a transaction.

8. License Grants

1. Subject to this Agreement, we grant you a limited, revocable, non-sublicensable, non-assignable, nonexclusive and royalty-free license to: (a) access and use the Catappult in the manner permitted by this Agreement; (b) 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; and (c) enable the access to and use of your Apps by users.

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

You may not and may not authorize any other party to do the following to or with the 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 the Catappult.

You acknowledge and agree that Aptoide (or our licensors, as applicable) owns all right, title and interest in and to the Catappult, the Aptoide App Store, materials provided by Aptoide or Aptoide trademarks, and, except as explicitly included in this Agreement, you do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in or to them. 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.

2. You grant to Aptoide a nonexclusive, and royalty-free license to distribute the Apps via the Catappult.

3. You grant to Aptoide a nonexclusive, worldwide, and royalty-free license to: copy, perform, display, and use the Apps for administrative and demonstration purposes.

4. EULA. You may provide a EULA (“Developer’s EULA”) with any App if it complies with the requirements of, and is not inconsistent with, this Agreement. For any App you submit to the Catappult, you agree that the provisions of the Aptoide Terms of Use in regard of what we designate as Standard End User License terms (“Standard EULA Terms”) will apply to end users’ use of your Apps. You agree that the distribution of Apps through Third Parties App Stores may be subject to other end user licence 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.

5. The terms of the Standard EULA, as provided for in Aptoide Terms of Use, will constitute the entire EULA between you and Users, unless the Products are subject to a Developer’s EULA.

6. 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 App. 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 Market 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.

7. Aptoide grants you a non-exclusive, non-transferable, non-assignable, revocable right and license during the term of this Agreement to use the Aptoide marks solely in connection with your use of the Services for which the Aptoide marks were provided to you. You must use the Aptoide marks solely in the manner in which they were provided to you, meaning you may not change, alter, amend, vary, or modify the Aptoide marks in any way, at any time. You may not use any Aptoide mark except as expressly provided herein, and may not sublicense these rights or otherwise permit any party to use the Aptoide marks. You acknowledge that Aptoide is the sole owner of the Aptoide marks, and you agree to do nothing inconsistent with that ownership. All goodwill arising out of your use of the Aptoide marks will inure to the sole benefit of Aptoide. Aptoide may revoke your license to any or all of the Aptoide marks at any time in its sole discretion. Upon the termination this Agreement, or termination or suspension of the Services for which any Aptoide mark was provided to you, you shall immediately cease and discontinue all further use of the Aptoide mark.

9. Publicity

You agree that Aptoide may use your name and logo in presentations, marketing materials, customers’ lists, financial reports, Web site listings of customers and Referral Pages.

10. Product Takedowns

1. Your Takedowns. You may remove your Apps from future distribution via the Catappult at any time, but you must comply with this Agreement, including but not limited to refund requirements. Removing your Apps from future distribution via the Catappult does not (a) affect the license rights of 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 deliver or support Apps 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 the 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 Partner Program Policies for Partners; 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.

3. 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 an end user purchased such App within a year before the date of takedown,: (i) you must refund to 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.

4. DMCA Notices. If Aptoide receives a Notice according to the US Digital Millennium Copyright Act (DMCA), Aptoide will immediately remove the App in question. Such notices shall be directed to Aptoide’s DMCA Agent at abuse.report@aptoide.com.

5. 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; or repeat upload of Apps (d) containing virus or malware, spyware or which have an adverse impact on Aptoide's infrastructure; (e) 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 User Account and remove all of such Developer’s Apps from the Catappult.

11. 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.

12. Privacy and Information

1. In order to continually innovate and improve the Catappult, Aptoide may collect certain usage statistics from the Aptoide App Store and Devices, including but not limited to, information on how the Aptoide App Store and Devices are being used.

2. The data collected is examined in the aggregate to improve Catappult for Partners and is maintained in accordance with Aptoide's Privacy Policy. To ensure the improvement of Apps, limited aggregate data may be available to you.

13. Terminating this Agreement

1. This Agreement will continue to apply until terminated by either you or Aptoide as set out below.

2. If you want to terminate this Agreement, you must provide Aptoide with thirty (30) days prior written notice and cease your use of any relevant credentials.

3. Aptoide may at any time, terminate this Agreement with you if:

  1. you have breached any provision of this Agreement; or
  2. Aptoide is required to do so by law; or
  3. Aptoide decides to no longer provide the Aptoide App Store or Catappult.

4. Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections 8 to 18 will survive termination.

14. DISCLAIMER OF WARRANTIES

1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE DISTRIBUTION OF APPS AND THE USE OF CATAPPULT ARE AT YOUR SOLE RISK AND THAT THEY 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. BECAUSE APTOIDE IS NOT INVOLVED IN TRANSACTIONS BETWEEN USERS OF THE CATAPPULT AND THE DEVICE USERS, IF A DISPUTE ARISES BETWEEN THEM, 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.

15. LIMITATION OF LIABILITY

CONSIDERING THE ABSENCE OF WARRANTIES DESCRIBED ABOVE, 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 DIRECT, 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 WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTHS PERIOD PAID BY YOU TO APTOIDE IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

16. 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 attorneys fees) arising out of or accruing from (a) your use of the 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 any sales, advertising or any other activity conducted through the distribution of Apps.

17. Changes to the Agreement

Aptoide may make changes to this Agreement at any time by sending you notice by email describing the modifications made. Aptoide will also post a notification on the Catappult site describing the modifications made. The changes will become effective, and will be deemed accepted by you, (a) immediately for those who submit Apps for distribution after the notification is posted, or (b) for pre-existing users, the modified Agreement will become effective upon your acceptance of the modified Agreement (except changes required by law which will be effective immediately). You will show your acceptance of the modified Agreement by going to the Catappult site and accepting the modified Agreement. Your continued use of the Services after Aptoide's posting of any changes will constitute your acceptance of such changes or modifications. In the event you do not agree with the modifications to the Agreement within thirty (30) days after the date the email is sent, then Aptoide may suspend your Certified Developer Account and distribution of your Apps. In the event that you do not agree with the modifications within ninety (90) days after the date the email is sent, then you must terminate your use of the Catappult, which will be your sole and exclusive remedy.

18. General Legal Terms

1. This Agreement constitutes the whole legal agreement between you and Aptoide and governs your use of the 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 consent to the exclusive jurisdiction and venue of the courts in Lisbon, Portugal.