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Developer and Merchant Terms of Service

1. Definitions

Developer: any natural person, legal entity, company, partnership, trust, fund or vehicle who uses Uptodown to offer and distribute (directly or by authorising its distribution) Products through Uptodown in accordance with the terms of this Agreement.

Developer Account: a publication account provided by Uptodown to a Developer which allows him/her/it to distribute Products through Uptodown.

Device: any IT equipment including without limitation smartphones, tablets, televisions, devices for "automotive use" or any other type that can be used to access Uptodown.

Uptodown: the software owned of licensed to Uptodown Technologies, S.L. and services provided by Uptodown Technologies, S.L. (or third parties in the terms set forth by Uptodown Technologies, S.L.), including, without limitation, the web, the Uptodown native application for Android, and Uptodown’s native AppStore for Android, which allows Developers to distribute Products directly to the users of the Devices.

Products: software, content, digital material, images, videos and other articles and services distributed or offered by the Developers through Uptodown.

2. Acceptance of this Agreement

2.1 This agreement (from now on, the "Agreement") constitutes a legally binding contract between the Developer and Uptodown Technologies, S.L.with respect to the way that the Developer uses Uptodown to distribute and/or offer Products.

While the Agreement is in force, Developer consent to and authorises: - That Uptodown can display the Products and makes them available to the users in order to use them, view them, download them, install them and update them. - That Uptodown can generate material such as videos, images or informative texts about their Products in order to promote them within Uptodown.

This consent is extended to the Uptodown.com website, the Uptodown native application for Android and its native AppStore for Android as well as any of the official Uptodown Technologies, S.L. content channels any API or technology that allows third parties to access and display the Products and contents of Uptodown, its social networks, and collaborating partners.

In order to use Uptodown and distribute Products, the Developer consents to this Agreement and undertakes to provide complete and accurate information through the Developer Account and to keep it up to date at all times.

2.2 If natural person consents to this Agreement on behalf of a Developer who is an entity, company, partnership, trust, fund or vehicle, such natural person represents and warrants that they have the full legal authority to bind such Developer. If he/she does not have the necessary legal authority, he/she shall not consent to the Agreement and te Developer shall not be allowed to use Uptodown..

3. Use of Uptodown by the Developer

The Developer shall be responsible for uploading their Products to Uptodown, providing the necessary information about the Product and delivering assistance to the users, as well as accurately conveying the required authorizations for the Product to work with the users’ Devices.

The Developer represents and warrants he/she/it shall have sole responsibility for their Products and that Uptodown does not have any responsibility towards Developer nor third parties in relation to such Products nor for the consequences of the Developer’s actions, including any damage or loss that Uptodown may experience.

Developer agrees that Uptodown allows its users to rate the Products and write their opinions about them. The ratings of the Products can be used to determine their positioning in Uptodown.

4. License Grant

4.1 The Developer grants Uptodown Technologies, S.L. a non-exclusive royalty free license for worldwide use, for the duration of the relevant rights (unless before such date the Products are removed by Developer as provided under the following section) with full permission to copy, run, display, analyze and use the Products in relation to a) Uptodown’s functioning and marketing, b) marketing of devices and services allowing the use of the Products; c) carry out improvements to Uptodown ; d) to monitor compliance with this Agreement and Developer Program Policy applicable form time to time.

4.2 The Developer grants Uptodown Technologies, S.L. a non-exclusive royalty free license to distribute the Products throughout the world for the duration of the relevant rights (unless before such date the Products are removed by Developer as provided under the following section) in the way specified above and as indicated in the Developer Account.

4.3 The Developer grants users a non-exclusive, worldwide, perpetual license to run, display and use the Product downloaded or acquired through Uptodown.

5. Product Removal

5.1 The Developer can remove the Product from Uptodown at any time terminating Uptodown Technologies, S.L.’s distribution rights so that the Product is no longer available for distribution on Uptodown.

The removal of any Product to prevent further distribution through Uptodown: a) does not affect the license of users who have previously acquired or downloaded the Product; b) does not eliminate the Product from Devices or from any other location on Uptodown where acquired applications and downloads may have been stored on the User’s behalf

5.2 Uptodown Technologies, S.L. is not under any obligation to supervise the Products or their content. If Uptodown Technologies, S.L. at its own discretion determines that a Product: a) infringes any applicable law; b) infringes this Agreement; c) infringes agreements with device manufacturers and authorized providers; or d) otherwise causes a negative impact for Uptodown Technologies, S.L. or its authorized providers, or if it creates an obligation of any kind, Uptodown Technologies, S.L. reserves the right to reject the Product, by removing, suspending, and/or reclassifying it on Uptodown or its Devices.

6. Representations and Warranties

6.1 The Developer represents and warrants that they have all the rights (including intellectual property rights) related to their Products which are necessary to assume the obligations and grant the licenses as provided in this Agreement.

6.2 In particular and without limitation, when using third party material, the Developer represents and warrants that the Developer has the rights to distribute such that third party material within the Product. The Developer undertakes that he/she/it shall not upload or make available to Uptodown any material subject to third party intellectual property rights unless the Developer is the owner of the aforementioned third party Intellectual Property Rights or has been duly authorised by the legitimate owner to upload or display such third party material.

6.3 The Developer represents and warrants that he/she/it and his/her/its Products are in compliance with all applicable laws.

7. Applicable law and jurisdiction

7.1 This Agreement is governed by the general laws (derecho común) of the kingdom of Spain. The parties agree that any dispute between the parties in relation to this agreement can be resolved by the courts and tribunals of the city of Málaga.

ANNEX 1. Revenue Share, Payments and Invoicing

If not expressly defined in this Annex 1, all terms in caps herein shall have the same meaning that they have in the Uptodown Developer Agreement (the "Agreement") this Annex II is attached to.

This Annex 1 sets forth the terms and conditions of the revenue share that applies to Developers and Uptodown when the applications ("App") that Developers have developed are distributed through the store (the "Store") in the website https://www.uptodown.com/ or any other related domains controlled by Uptodown ("Website"). Apps may include offers for 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"). References in these terms applicable to the distribution of Apps includes any In- App Products which are available within the relevant App. Unless we expressly provide otherwise the same terms apply to the initial distribution of an App and to the In-App Products available through that App.

Uptodown may modify at any moment these terms. Each purchase will be governed by the terms applicable on the date the order for the relevant App was placed. The date at the beginning of these terms indicates the date in which they were last amended.

1. PRICES, REVENUES AND TAXES

The price ("Price") for the purchase of the Apps within the Store will be determined by the Developer. If at any point Uptodown were to set out any pricing guidelines then you agree that the Apps must be priced in accordance with any such pricing guidelines established by Uptodown.

Should an App distributed through the Store have In-App Products, users must be made aware of this, prior to purchase of such feature being realized in a clear and transparent manner. During the payment process for In-App Products, the Developer must ensure that the user consents to pay and make the user aware that such payment is being made/has been made.

Developers are solely responsible for any and all liabilities arising from or in connection to the Apps.

The revenue share between Developer and Uptodown arising from the distribution of the Apps through the Store (including without limitation In-App Products) shall be 20 per cent of the "Net Revenues" for Uptodown and 80 per cent for the Developer. The Net Revenues for the purposes of this paragraph only are the difference between; (i) the total amount paid by the User to Uptodown in relation to the App (including without limitation In-App Products) and (ii) any applicable taxes, any transaction costs (including without limitation any currency exchange costs and the separate fee charged by Uptodown to the final user in relation to processing of payments) and any cancellation or reverse charges. The revenue share corresponding to the Developer shall be paid by Uptodown to the Developer under the terms herein provided and any other terms applicable as made available through the Developer Account. In particular and without limitation Uptodown shall apply any withholding taxes which apply to payments to the Developer under applicable law.

In the event the currency of payment from user of Apps is different from the currency of the payment agreed between the Developer and Uptodown, Uptodown shall deduct all expenses and foreign exchange costa associated with completing the required foreign exchange conversions.

The Developer shall not take any action which is aimed at deviating from Uptodown the generation of revenue arising from the Apps distributed through the Store in a way that would reduce the amount that Uptodown is entitled to receive from the relevant Apps. In particular and without limitation any trial version of an App distributed through the Store should generate Net Revenues subject to the revenue share between Developer and Uptodown if and when it converts into a paid version or generates any revenue from In-App Products. Failure to comply with this restriction entitles Uptodown to receive the amounts that it would have otherwise received and suspend the relevant Developer Account and the distribution of its Apps through the Store, without limiting other actions available to Uptodown. In any case, Uptodown will be entitled to offset the amounts due by the Developer hereunder with any other amounts that the Developer would be entitled to receive from Uptodown.

If the App is free and does not have In-App purchases, the Developer will not be entitled to receive any amounts.

2. PAYMENT AND INVOICING

The Developer shall receive payments related to the sale of Apps, as determined in its Developer Account.

The Developer shall provide Uptodown with all financial, tax and banking information requested in order to make payment of amounts owed under the Agreement and to comply with any KYC, money laundering or similar obligations that may apply. In particular, the Developer shall submit to Uptodown the following details:

  • a legal and valid email address for correspondence.
  • a legal and valid bank account and other bank information where he is to receive the revenue share of the Apps.

Developer will notify Uptodown of any changes to the required information. Failure to provide such information, or failure to keep such information current and accurate, may result in Uptodown's removal of the relevant App from the Store and payments to the Developer being withheld.

The sum that the Developer is entitled to will be accrued in his Developer Account and the Developer may decide at any time to withdraw its earnings from its Developer Account, provided that the minimum to proceed with the withdrawal of such earning is one thousand Euros (1.000 €). Uptodown will raise invoice on behalf of the Developer within the first five (5) days of the month following the withdrawal by Developer. If [2] years lapse from the date in which the Developer is entitled to withdraw the sum owed to it/him/her as provided above, the Developer has not requested the withdrawal or has failed to provide the documentation required for Uptodown to be able to make the relevant payments due, then the Developer’s right to receive the amounts due which are older than [2] years will lapse and Uptodown shall retain such amounts that will be for all purposes regarded as Uptodown additional revenues. Additionally Uptodown is entitled to request any Developer to withdraw the full amounts available under the relevant Developer Account (even if below the limit set out by Uptodown for an ordinary withdrawal to be permitted) and any Developer failing to do so within a period of [3] months (including by not providing to Uptodown the information required to be able to legally make such payments) shall be deemed to have been finally waived by the Developer and the relevant amounts shall be retained by Uptodown and considered as Uptodown additional revenues.

The Developer will bear the bank fees charged to Uptodown relating to payments made to the Developer. Uptodown will be entitled to deduct that fee from the payment due to the Developer. The Developer shall be responsible of complying with tax regulations applicable to its activity and cooperate with Uptodown furnishing any documentation required for Uptodown to comply with its tax obligations.

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