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Catappult Certified Developer Distribution Agreement


Last updated: May 2023

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, Partner App Stores and other Apps distribution channels.

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 Partner App Stores, as defined herein.

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

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 Catappult.

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 AppCoins owned by the Certified Developers. Certified Developers must maintain their Wallet Account operational.

1. Introduction

1. Aptoide has developed the Certified Developers Program which consists on 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 Partners App 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 you choose to do so, you will have to execute the integration of Catappult’s billing into your Apps with in-app purchases. 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 the 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, possibly 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.

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 stores. In case your Apps are distributed in Aptoide Partner Stores, you agree to be bound to the terms and conditions set out by such Aptoide Partner Stores which may be applicable at any time, and you will be bound by such terms and conditions for as long as your Apps are distributed in the Aptoide Partner Stores.

8. Updating Apps. 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 or Aptoide’s Partner App 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 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 Third Parties App 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 the Partners Store and Third Parties App 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 Product 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. Child Endangerment: Content that sexualizes minors, including but not limited to, Content that promotes paedophilia 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 an Authorized Carrier's network.
  4. knowingly violate an Authorized 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.

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 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. Sale of Apps and In-App Products

1. Aptoide enables Certified Developers, who execute this Agreement to offer and sell their Apps or their digital products that are intended to be accessed or used within an App, such as additional or enhanced functionality, media content, or subscription access to content or services (“In-App Products”) directly to Users. In doing so, you authorise and appoint Aptoide as your commercial agent to directly conclude the sale of Apps and/or In-App Products between you and the Users through the Aptoide App Store and Aptoide accepts this appointment. You acknowledge that:

  1. You will determine the prices applicable to the Apps or to the In-App Products you make available. Prices set by the Developer shall be inclusive of all indirect taxes.
  2. Any contract to sell Apps and/or In-App Products is made only between the Certified Developer 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. Certified Developer is solely liable for any refund, customer support and other arrangements and activities with respect its business and/or the Apps and/or In-App Products.
  5. Certified Developer is solely liable to pay all applicable taxes or charges imposed by any government entity in connection with the sale of Apps and/or In-App Products made by the Certified Developer. For the sale of In-App Products in certain countries/territories, Aptoide may, if you choose so in your Certified Developer Account, determine if the In-App Products are taxable and, if so, the applicable tax rate will be collected by Aptoide and remitted to the appropriate tax authorities. Aptoide may update the list of countries/territories where it determines and remits the applicable taxes at any moment. Where Aptoide collects and remits the applicable taxes, Aptoide will be solely responsible for performing such services and You will still be responsible for complying with any other tax obligations applicable to You.

2. The price of the Apps and/or the In-App Products may be set in US Dollars (USD) or other local currencies. Catappult 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 on a a daily basis. 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.

5. Apps Revenue Share

1. This Agreement covers the share of the revenue generated by the sale of Apps and/or 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 or 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 sales price less the share due to: (i) Catappult fee (including any other fees due to Aptoide related services with the provision of other services), (ii) App Store fee and (iii) OEMs fee. Such amounts will be remitted to you according to this Agreement.

3. You have the primary responsibility to collect and remit all indirect taxes for sale of Apps to the appropriate taxation authorities, except in relation to sales made in countries/territories in which Aptoide provides this service and you have decided to activate the provision of such services, case in which Aptoide will collect and remit the applicable taxes.

4. Applicable revenue shares The revenue share applicable is defined in Annex I of this Agreement.

5. Special Refund Requirements You authorize Aptoide to give Users a full refund of the App price if the User requests the refund within 24 (twenty-four) hours after purchase.

6. 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.

7. 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.

8. 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/about-catappult#do-i-have-to-pay-something-to-distribute-my-apps 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. 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.

5. 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.

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

7. Payments

1. You shall receive payments related to the sale of Apps, as determined in your Certified Developer Account. Your Wallet Account will be credited in US Dollars at the moment of each transaction.

2.You may, at your sole discretion, withdraw or transfer from your Wallet Account to a bank account or Paypal account. You will support all costs and taxes related with such transaction.

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

4. 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.

5. You will bear the bank fees charged to Aptoide relating to payments made to you. Aptoide will be entitled to deduct such fees from payments due to your or to charge such fees separately.

6. 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.

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 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 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 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.

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 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. The Standard EULA Terms, which will be constitute the entire EULA between you and Users, unless the Products are subject to a EULA implemented by you (“Developer’s EULA”), as long as such Developer EULA complies with the requirements of, and is not inconsistent with, this Agreement. The Standard EULA Terms includes 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 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. 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 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.

6. 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 Aptoide marks in any way, at any time. You may not use any Aptoide marks 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 names and logos in presentations, marketing materials, customers’ lists, financial reports, Web site listings of customers and Referral Pages.

11. 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 App Stores Takedowns. Your Apps distributed in Aptoide Partner App Stores may be subject to takedowns as provided in the Aptoide Partner App 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. DMCA Notices. If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Aptoide Products by completing a DMCA Notice of Alleged Infringement and delivering it to Aptoide’s Designated Copyright Agent. Upon receipt of Notice as described below, Aptoide will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Aptoide Products. Please note that if you fail to comply with all of the requirements of this section your DMCA notice may not be valid.

  1. Identify the copyrighted work that you claim has been infringed, or - if multiple copyrighted works are covered by your Notice - you may provide a representative list of the copyrighted works that you claim have been infringed.
  2. Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site or the exact location where such material may be found.
  3. Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
  4. Include both of the following statements in the body of the Notice:
    1. "I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)."
    2. "I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."
  5. Provide your full legal name and your electronic or physical signature.
  6. Deliver this Notice, with all items completed, to Aptoide’s Designated Copyright Agent:
    Copyright Agent: Ana Barros
    Organization: Aptoide, S.A.
    Address: Rua Soeiro Pereira Gomes, Lote 1, 3D, 1649-031 Lisboa, Portugal
    E-mail: abuse.report@catappult.io

7. 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.

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

Under the execution of this agreement, Aptoide and the Certified Developer may have access to personal data or other data provided by the other party, Users and/or which is generated through the use of Catappult. In respect to the access to data, the following is applicable:

  1. Access to personal data by Aptoide is made in accordance with Aptoide’s Privacy Policy. Aptoide will have access to other data which is not considered personal data, such as technical data and statistical data, in order to maintain, develop and improve Catappult. Data generated through the use of Catappult which is not personal data will be owned by Aptoide.
  2. Access to personal data by you is made in accordance with Developer Privacy Policy. Developer may have access, through the Developer Account, to limited aggregate data generated through the use of Catappult which is not personal data.

13. Terminating this Agreement

1. Either you or Aptoide may terminate this Agreement at any time upon delivery of a prior notice with thirty (30) days of advance. Upon termination of this Agreement, you must cease your use of any relevant credentials.

2. Without prejudice of the above, Aptoide may at any time, 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.

3. 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.

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 DEVELOPERS AND 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 APTOIDE TO YOU 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 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 any sales, advertising or any other activity conducted through the distribution of Apps.

18. 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.

19. 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.

20. 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


Applicable revenue share conditions


EntityRevenue share

Certified Developer

75%

App Store

10%

OEM

5%

Aptoide Catappult

10%