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myPOS AppMarket

Developer Distribution Agreement

Last update: 11.01.2018

1. Introduction

1.1 These terms and conditions represent a legally binding contract (the “Terms” or “Agreement”) between you and myPOS Partners Ltd. Company No 10908404, 20 Kentish Town Road, London, England, NW1 9NX, affiliate of myPOS Europe Ltd (hereinafter referred to “we”, “us”, “our” or “Developer”). The present Terms governs the distribution of Content via myPOS AppMarket.

Developers may distribute Contents for Devices via myPOS AppMarket. In order to distribute Contents via myPOS AppMarket, you must acquire and maintain a valid AppMarket Account.

2. Accepting this Agreement

2.1 You acknowledge that we will, solely on your behalf, and not on our’s behalf, display and make Contents available for viewing, download and purchase, where applicable, by users. In order to use myPOS AppMarket to distribute Contents, you must accept this Agreement and provide complete and accurate information where it is requested by us. You may not distribute Contents via myPOS AppMarket if you do not accept this Agreement.

2.2 You may not use myPOS AppMarket to distribute Contents and may not accept the Agreement unless you are verified as a Developer in good standing. You will be asked to provide the following personal and/or corporate details:

• First name
• Last name
• E-mail
• Mobile number
• Country
• Entity name of the Company or Team

2.3. This Agreement will automatically terminate if you are (a) not a Developer in good standing, or (b) a person or entity barred from using Android software under any jurisdiction including the country in which you are resident or from which you use the Android software.

2.4 If you are agreeing to be bound by this Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite authority, you may not accept the Agreement or use myPOS AppMarket on behalf of your employer or other entity.

3. Uploading Content for Distribution on myPOS AppMarket

3.1 You need to execute the following steps in order for your Content to be successful published to the myPOS AppMarket:

3.2 You acknowledge and agree that the publishing of Content which are uploaded by you shall be subject to the following procedure of review by us:

• Code review by myPOS AppMarket staff member
• Testing by myPOS AppMarket staff member
• Final Approval whether the application meets the requirements under the present Terms
• After successful Approval the Content is published on myPOS AppMarket

3.3 In order for your application will be published in myPOS AppMarket. You acknowledge and agree that the positive assessment of compliance with each of the requirements under the present Terms is subject to our sole discretion.

4. Use of myPOS AppMarket by You

4.1 Except for the license rights granted by you below, we agree that we obtain no right, title or interest from you (or your licensors) under this Terms in or to any of Contents, including any intellectual property rights which subsist in those Contents.

4.2 You agree to use myPOS AppMarket only for purposes that are permitted by (a) this Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.

4.3 You agree that if you use myPOS AppMarket to distribute Content, you will protect the privacy and legal rights of users. If the users provide you with, or your Content 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 Content, and you must provide legally adequate privacy notice and protection for those users. Further, your Content may only use that information for the limited purposes for which the user has given you permission to do so. If your Content stores 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 your Content to store or use personal or sensitive information directly related to your Content (not including other products or applications) then the terms of that separate agreement will govern your use of such information. If the user provides your Content with any payment details, your Content may only use these details only to access the user's payment instrument when, and for the limited purposes for which, the user has given you permission to do so.

4.4 Prohibited Actions. You agree that you will not engage in any activity 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, Android users or any mobile network operator. You may not use customer information obtained from myPOS AppMarket to sell or distribute Contents outside of myPOS AppMarket.

4.5 You agree that you are solely responsible any Contents you distribute through myPOS AppMarket including use of any of our APIs and for the consequences of your actions (including any loss or damage which we may suffer) by doing so. These consequences include, but are not limited to, content liability, consumer protection, and/or intellectual property claims relating to your products.

4.6 You agree that you are solely responsible any breach of your obligations under these Terms, 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 we or any third party may suffer) of any such breach.

4.7 Marketing Your Content. You will be responsible for uploading your Contents to myPOS AppMarket, providing required Content information and support to users, and accurately disclosing the security permissions necessary for the Content to function on user Devices. Contents that are not uploaded in accordance with this clause will not be published.

5. License Grants

5.1 You grant to us a nonexclusive, worldwide, and royalty-free license to: reproduce, perform, display, analyze, and use the Contents in connection with (i) the operation and marketing of myPOS AppMarket; (ii) the marketing of devices and services that support the use of the Content, (iii) making improvements to myPOS AppMarket, and (iv) checking for compliance with these Terms.

5.2 We may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this agreement, provided that such consultants and contractors will be subject to the same obligations as us. After termination of this Agreement, we will not distribute your Content, but may retain and use copies of the Content for support of myPOS AppMarket.

5.3 You grant to the user a non-exclusive, worldwide, and perpetual license to perform, display, and use the Content on its Device. If you choose, you may include a separate end user license agreement in your Content that will govern the user’s rights to the Content, but, to the extent that the separate end user license agreement conflicts with this Agreement, this Agreement shall supersede the separate end user license agreement.

5.4 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 Content. If you use third-party materials, you represent and warrant that you have the right to distribute the third-party material in the Content. You agree that you will not submit material to myPOS AppMarket 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.

6. Trade marks and Brands

6.1 Each party shall own all right, title and interest, including without limitation all intellectual property rights, relating to its Trade marks and Brands. Except to the limited extent expressly provided in this Agreement, neither party grants, nor shall the other party acquire, any right, title or interest (including, without limitation, any implied license) in or to any Trade marks and Brands of the other party. Subject to the terms and conditions of this Agreement, Developer grants us a limited, non-exclusive, royalty-free license during the term of this Agreement to display Developer’s Trade marks and Brands, submitted by Developer to us, solely in connection with the distribution and sale of Developer's Product through myPOS AppMarket, or to otherwise fulfill its obligations under this Agreement. If Developer discontinues the distribution of specific Content via myPOS AppMarket, we will stop using Contents' Trade marks and Brands.

7. Content Takedowns.

7.1 Takedown on your behalf. You may remove your Content from future distribution via myPOS AppMarket at any time, but you must comply with this Agreement. Removing your Contents from future distribution via myPOS AppMarket does not (a) affect the license rights of users who have previously purchased or downloaded your Contents, (b) remove your Contents from Devices or from any part of myPOS AppMarket where previously purchased or downloaded applications are stored on behalf of users, or (c) change your obligation to deliver or support Content that have been previously purchased or downloaded by users. Notwithstanding the foregoing, in no case will we maintain on myPOS AppMarket any Content that you have removed from myPOS AppMarket and provided written notice to myPOS AppMarket 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 Content does not comply with applicable law.

If you remove a Content from myPOS AppMarket pursuant to clauses (i), (ii), (iii) or (iv) of this Section 7.1, and an end user purchased such Content within a year before the date of takedown, you may be requested by us to refund to the affected end user all amounts paid by such end user for such affected Content.

7.2 Takedown by us. While we do not undertake an obligation to monitor the Content or their content, if we are notified by you or otherwise become aware and determine in our sole discretion that a Content or any portion thereof or your Trade marks and Brands; (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) is pornographic, obscene or otherwise violates our hosting policies or other terms of service as may be updated by us from time to time in our sole discretion; (d) is being distributed by you improperly; (e) may create liability for us; (f) is deemed by us to have a virus or is deemed to be malware, spyware or have an adverse impact on myPOS AppMarket; (g) violates the terms of this Agreement; we may remove the Content from myPOS AppMarket at our sole discretion. We reserve the right to suspend and/or bar any Developer from myPOS AppMarket at our sole discretion. If your Content contains elements that could cause serious harm to user devices or data, we may at our discretion disable the Content or remove it from devices on which it has been installed.

In the event that your Content 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 Content within a year before the date of takedown,: (i) you must refund to us, all amounts received, plus any associated fees (i.e. chargebacks and payment transaction fees), and (ii) we may, at our sole discretion, withhold from your future sales the amount in subsection (i) above.

8. Your Developer Credentials

8.1 You agree that you are responsible for maintaining the confidentiality of any developer credentials that we may issue to you or which you may choose yourself and that you will be solely responsible for all Contents that are developed under your developer credentials.

9. Privacy and Information

9.1 In order to continually innovate and improve myPOS AppMarket, we may collect certain usage statistics from myPOS AppMarket and Devices, including but not limited to, information on how myPOS AppMarket and Devices are being used.

10. Terminating this Agreement

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

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

10.3 We may at any time, terminate this Agreement with you if:

(A) you have breached any provision of this Agreement; or

(B) We are required to do so by law; or

(C) you cease being an authorized Developer; or

(D) We decide to no longer provide myPOS AppMarket.

11. DISCLAIMER OF WARRANTIES

11.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF MYPOS APPMARKET IS AT YOUR SOLE RISK AND THAT MYPOS APPMARKET IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.

11.2 YOUR USE OF THE MYPOS APPMARKET AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF MYPOS APPMARKET IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

11.3 WE FURTHER EXPRESSLY DISCLAIM 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.

12. LIMITATION OF LIABILITY

12.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE, OUR SUBSIDIARIES AND AFFILIATES, AND OUR 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 WE OR OUR REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

13. Indemnification

13.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold us harmless, as well as our affiliates and Authorized Carriers 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 myPOS AppMarket in violation of this Agreement, and (b) your Content that infringes 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.

13.2 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless the applicable Financial Institutions 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 taxes related to Your distribution of Contents distributed via myPOS AppMarket.

14. Changes to the Agreement

14.1 We may make changes to this Agreement at any time by sending the Developer notice by email describing the modifications made. We will also post a notification on the developers’ website describing the modifications made. You should look at the Agreement, and check for notice of any changes, regularly. Changes will not be retroactive. They will become effective, and will be deemed accepted by Developer, (a) immediately for those who become Developers after the notification is posted, or (b) for pre-existing Developers, on the date specified in the notice, which will be no sooner than 30 days after the changes are posted (except changes required by law which will be effective immediately). If you do not agree with the modifications to the Agreement, you must terminate your use of myPOS AppMarket, which will be your sole and exclusive remedy. You agree that your continued use of myPOS AppMarket constitutes your agreement to the modified terms of this Agreement.

15. General Legal Terms

15.1 This Agreement constitutes the whole legal agreement between you and us and governs your use of myPOS AppMarket and completely replaces any prior agreements between you and us in relation to myPOS AppMarket.

15.2 You agree that if we do not exercise or enforce any legal right or remedy which is contained in this Agreement, this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us.

15.3 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.

15.4 You may not assign or transfer your rights under this Agreement to a third party without our prior written approval. We may transfer our rights and obligations under the Agreement to third party by giving you at least two-month notice previous the date of the assignment or transfer unless such an assignment or transfer is required due to regulatory reasons. In case of such transfer and if you disagree with it we shall provide you the possibility to terminate the Agreement

15.5 Except to the extent expressly provided in the following paragraph, these Terms and the relationship between you and us, and all Transactions on the Services shall be governed by the laws of England and Wales, excluding its conflicts of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the city of London, UK, to resolve any dispute or claim arising from this Agreement.

16. Definitions

Trade marks and Brands: the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as owned (or licensed) by such party from time to time.

Developer or You: Any person or company who is registered and approved by us to distribute Content via myPOS AppMarket in accordance with the terms of this Agreement.

Developer Account: A publishing account issued to Developers that enables the distribution of Content via myPOS AppMarket.

Device: Any device that can access myPOS AppMarket.

Payment Account: A payment account issued by a Financial Institution to a Developer used to collect and execute payments on for Contents sold via myPOS AppMarket. The use of the payment account is govern by a separate legal agreement concluded with the Financial Institution.

Financial Institution: is a party authorized by us to provide payment services that enable Developers with Payment Accounts to charge users for Contents distributed via myPOS AppMarket.

Content: Software, apps and other build-in app services distributed via myPOS AppMarket.