AppDirect Self-Serve Agreement

Last updated on May 9, 2022

Welcome, and thank you for your interest in AppDirect, Inc. ("AppDirect"), and the AppDirect digital product marketplace, management, and identity platform consisting of the websites located at AppDirect.com (including branded and white labeled subdomains of AppDirect.com) and other related websites, services, applications, widgets, and networks owned or controlled by AppDirect (collectively referred to herein as the "AppDirect Marketplace"). 

This Agreement is for third-parties making available the AppDirect Marketplace as part of the ‘self-service’ offerings, namely AppDirect AppStore and AppDirect Starter AppStore (“Self-Service Offerings”). You acknowledge and agree that the Self-Service Offerings may be discontinued upon reasonable prior notice to you. 

From a contractual standpoint, you enter into this Self-Serve Agreement (“Agreement”) upon acceptance of these terms and you represent and warrant that you have the authority to enter into this Agreement. This Agreement is made by and between AppDirect, Inc. and the contracting entity identified in the sign-up information submitted to AppDirect (“Company”) as of the date of confirmation by AppDirect (the “Effective Date”). Various capitalized terms are set forth on Exhibit A  below.

You enter into this Agreement on behalf of the entity or corporation you identify in the sign-up process. The Self-Service Offerings are not made available to consumers or individuals. 

The Subscription Services Agreement does not apply to you. If you wish to benefit from the Subscription Services Agreement, then please contact us to enter into a written order form and agreement.

We hope that the Self-Service Offerings meet your needs, but note that this Agreement has disclaimers of warranty, including as to the suitability of the offerings to your business or with respect to legislative or tax requirements.

Applicable terms for the Self-Service Offerings: 

• The Self-Service Offerings are subject to the fees provided upon sign-up (invoiced at the end of any trial period, if any), which consist of a fixed monthly fee and a percentage-based transaction fee: 
• Monthly fees are paid upfront by credit card or ACH, and transaction fees are charged at the end of each monthly billing period. 
• All amounts are in $USD.
• Subscriptions are for one (1) year and shall renew automatically unless either party provides thirty (30) days’ prior written notice. 
• In case of early termination by Company of its annual subscription, Company shall be invoiced a termination penalty of 50% of all outstanding fees. This includes any proposed or purported downgrade of subscription levels within the Self-Service Offerings (if available).
• If Company registers under a free or trial period, Company shall be moved to the paid Self-Service Offering(s) at the end of the free or trial period unless Company terminates its subscription. Company cannot register with different users or circumvent any free or trial period to avoid paying fees.
• Company shall provide a valid card to the payment processor designated by AppDirect, and shall update the same as required. 
• AppDirect shall make commercially reasonable efforts to provide support to Company. Company shall submit any support request by the means designated by AppDirect (e.g. online form or widget). Without limiting the foregoing, there is no uptime or availability commitment made by AppDirect for the Self-Service Offerings.
• A valid subscription to the tax calculating engine designated by AppDirect is required for the Company to avail itself of the Self-Service Offerings. 
• ‘Bring your own Payment Gateway’ - Company shall be solely responsible to contract and designate a recognized payment processor supported by the Self-Service Offerings for the transactions powered by the Self-Service Offerings. AppDirect does not make any warranty with respect to the Company’s ability to meet PCI/DSS compliance. 
• AppDirect does not provide support to Company’s customers/end-users. 
• AppDirect does not provide tax, legal or professional advice on any matters related to the AppDirect Marketplace and/or the Self-Service Offerings. 
• The Self-Service Offerings do not confer the ability for Company to resell any third-party products or services provided by AppDirect as part of its Core Distribution (as defined in the Marketplace Service Terms)  program or otherwise.
• Company shall be solely responsible for any third-party products onboarded onto the AppDirect Marketplace by Company. Company represents and warrants that it has and shall maintain all required rights and authorizations with respect to such third-party products. 
• Company shall promptly remove and disable any products or service offerings that it no longer has the rights or authorizations to make available on the AppDirect Marketplace. 
• If a payment by Company is subject to any withholding, excise, sales, value added, or any other taxes in accordance with applicable laws, Company shall be liable for all such taxes.  As required, Company shall increase the Fees payable to AppDirect by an amount sufficient to fully offset the impact of such withholding tax or other taxes, such that AppDirect will receive the full amounts due under this Agreement.  Company agrees to use their best efforts to determine whether the withholding tax can be reduced or eliminated under an applicable tax treaty and AppDirect agrees to act in good faith to provide documentation necessary to evidence qualification under any such tax treaty. Company shall remit any such withholding to the relevant authority on a timely basis and provide to AppDirect documentation to evidence payment of such withholding taxes.   
• Company is solely responsible for managing cases of mispayment, fraud or chargebacks by its customers, and shall communicate with AppDirect by the means designated by AppDirect to manage same. AppDirect makes no warranties that any such issues may give rise to refunds or offsets.
• Company shall select a domain name related to its name and operations, and shall not use a domain name that infringes upon third party trademarks or trade names. AppDirect reserves the right to select a domain name or suspend access to the Marketplace at its discretion where there are known or potential issues with the domain name selected by Company.

1. Services Subscription

   1. Services: AppDirect shall make the Services available to Company solely for Company’s own business purposes during the Term pursuant to the terms of this Agreement. AppDirect’s obligation to provide the Services may be fulfilled by AppDirect directly or through its Affiliates and/or subcontractors. AppDirect shall remain responsible for the provision of Services under this Agreement.

   2.  Service Terms: The Marketplace Terms of Service apply to you, except as provided in this document (“Service Terms”). 

   3. Customers and End Users: Company may provide access to the Services to Company’s Customers and such Customers’ End Users only for such Customers’ and Customers’ End Users’ end-use and not for resale. Company acknowledges and agrees, and shall ensure that its Customers and their End Users acknowledge and agree, that AppDirect has the right to restrict, suspend or terminate any Customer’s and/or End User’s access to the Services, including licenses or rights to any AppDirect Properties, if AppDirect determines that such Customer and/or End User (i) refuses to accept, agree to and/or comply with Section 1(f) of this Agreement and/or Section 1.2 of the Service Terms; (ii) accesses and/or uses the Services in violation of any provision of this Agreement and/or the Service Terms; or (iii) as otherwise as provided in this Agreement and/or the Service Terms. Company shall be solely responsible for setting the price of the Services for Customers and their End Users and for all billing of Customers and their End Users. Notwithstanding anything to the contrary in this Agreement, the non-payment of fees by Customers and/or End Users to Company shall not relieve the Company of its obligation to pay Fees to AppDirect.

   4.  Company Access: Company may access and use the Services internally as reasonably necessary for the purposes of implementation, support, quality control, testing and training of its own representatives, subject to the terms and conditions of this Agreement and/or the Service Terms.

   5.  AppDirect Access: Company shall, at Company’s expense, provide AppDirect access to Company’s and/or its subcontractor’s systems in order to allow support and necessary system integration, if any, for the use of the Services or of any AppDirect Product.

   6.  Restrictions: Company shall not, and shall not permit any third party (including Customers and End Users), directly or indirectly, to: a.       decompile, disassemble, reverse engineer, decrypt or otherwise attempt to derive any source code from any AppDirect Property; b.       modify, adapt or create any derivative applications or derivative works of or from any AppDirect Property; c.        destroy or remove any Intellectual Property, confidentiality or other proprietary or legal markings or notices on the any AppDirect Property or supporting media; d.       sell, license, lease, transfer, advertise, access, use or distribute any AppDirect Property to any third party, except as expressly provided in this Agreement; e.       transmit, display, store, distribute or otherwise make available through or in connection with any AppDirect Property, content that (i) violates any license agreements, Intellectual Property Rights, confidentiality, privacy or other legal rights of others, (ii) is inappropriate, inaccurate, illegal, or offensive, or (iii) that contains or triggers any viruses, Trojan horses, worms, malware, time bombs, cancelbots, corrupted or malicious files, or any other similar software, program or device that may be damaging; f.         access, use or distribute any AppDirect Property for unlawful, fraudulent, infringing, inappropriate, or otherwise unsuitable purposes; g.       attempt to interfere with, disrupt or disable or circumvent or alter any method of measuring, tracking, recording or billing of the Services; h.       disclose information or analysis (including without limitation benchmarks) regarding the quality or performance of any AppDirect Property; or i.         access, use or distribute a specific Service in violation of the relevant Service Terms.

2. Payment, Fees and Taxes 

   1.  Fees: In consideration of the provision of Services under this Agreement, as applicable, Company shall pay to AppDirect all Fees set forth in the sign-up process. Fees exclude any and all applicable Taxes, which shall be paid by Company in addition to the Fees. 

   2. Payment Terms: Unless otherwise expressly agreed in writing: a.       All Fees shall be in U.S. dollars (USD); b.       AppDirect shall invoice Company as set out above; c.        Company will be billed on the credit card or ACH account for the corresponding invoice; d.       Each Party shall be responsible for payment of its own employment/payroll taxes; and e.       Subject to Section 2(d)  below, payment obligations hereunder are not subject to any set-off or withholding rights whatsoever, any and all of which are hereby expressly waived by Company. 

   3. Late Payments: Any failure to make a payment of any Fees or Taxes in strict conformity with the requirements of this Section entitles AppDirect (in addition to all other rights and remedies available to it) to: (i) terminate this Agreement for breach in accordance with this Agreement, or (ii) suspend, in whole or in part, the provision of any or all Services and/or licenses granted hereunder until such payment is received. Additionally, AppDirect shall have the right to assess and Company shall pay a charge, compounded monthly, of the lesser of (a) 1.5% per month or (b) the highest amount allowed by law on all past due amounts (excluding Disputed Amounts). Furthermore, upon any such failure all outstanding amounts shall become due and payable without further delay. 

   4. Audit: AppDirect shall have the right to audit and verify Company’s compliance with the Agreement, including the accuracy of the reporting, invoicing or payment by Company. Upon at least ninety (90) days prior written notice, AppDirect may conduct up to one audit every twelve (12) months. Company shall reasonably cooperate with AppDirect’s requests. Company shall provide Company or its third party representative with reasonable access to Company’s premises and systems during normal business hours at a mutually agreed on time without disrupting normal business operations. If Company has overpaid AppDirect, AppDirect shall immediately issue a credit to Company in the amount of such overpayment. If Company has underpaid AppDirect, Company shall immediately pay to AppDirect (a) the amount equal to such underpayment, and (b) if such underpayment equals to or is greater than ten percent (10%) of the actual sum due from Company to AppDirect during the audited period, all reasonable costs and expenses incurred by AppDirect as a result of such audit.

   5. Taxes: If a payment by Company is subject to any withholding, excise, sales, value added, or any other taxes in accordance with applicable laws, Company shall be liable for all such taxes.  As required, Company shall increase the Fees payable to AppDirect by an amount sufficient to fully offset the impact of such withholding tax or other taxes, such that AppDirect will receive the full amounts due under this Agreement.  Company agrees to use their best efforts to determine whether the withholding tax can be reduced or eliminated under an applicable tax treaty and AppDirect agrees to act in good faith to provide documentation necessary to evidence qualification under any such tax treaty. Company shall remit any such withholding to the relevant authority on a timely basis and provide to AppDirect documentation to evidence payment of such withholding taxes. 

3. Intellectual Property

   1.   Software License:  AppDirect grants to Company during the term of this Agreement a limited, worldwide, nonexclusive, non-sublicensable (except to Customers and their End Users as provided herein), non-transferable (except as provided in hereunder) license to use, reproduce and display the Software, and solely for use in connection with Company’s, Customers and their End Users use of the Services.  

   2.  Documentation License: AppDirect grants to Company, Customers and their End Users a limited, worldwide, nonexclusive, non-sublicensable, non-transferable (except as otherwise provided hereunder) license to reproduce, distribute and display the Documentation, and solely for their end use and not for further distribution. 

   3.   Mutual Trademark License: During the Term, each party grants to the other party a limited, worldwide, non-exclusive, revocable, non-transferable, non-sub-licensable (except to the other party’s Affiliates and subcontractors assisting in the performance of this Agreement) and royalty-free licence to use, reproduce, distribute and display such party’s Trademarks made available as part of this Agreement, solely as reasonably required to perform its obligations under the Agreement, and only in accordance with such party’s reasonable trademark usage guidelines. Either party may revoke its Trademark license at any time for any or no reason. All use of the Trademarks, including the goodwill and reputation associated therewith, shall inure to the benefit of Trademark owner. 

   4.  Limited Company Data and Background IP License: AppDirect may require access and/or use of Company’s Background IP for the provision of the Services. Company grants to AppDirect and its Affiliates a limited, worldwide, nonexclusive, non-sub-licensable (except to AppDirect’s Affiliates and subcontractors assisting AppDirect in the performance of this Agreement), royalty-free license to use, reproduce, display and create derivative works of (i) Company’s Background IP and (ii) and Company Data, both solely for AppDirect’s performance under this Agreement and in accordance with this Agreement. 

   5.  Feedback:  Company is not obligated to provide any suggestions or feedback about AppDirect’s or its Affiliates’ products or services. To the extent Company or its End Users provide suggestions or feedback, Company grants AppDirect and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and/or incorporate any such suggestions or feedback into AppDirect’s and/or its Affiliates’ products and services. 

   6.  No Implied Licenses or Exclusivity: All rights not granted by AppDirect or Company, respectively, are expressly reserved. Except as expressly stated herein, nothing in this Agreement confers to either party any license or right of ownership in material owned by the other party, whether by implication, estoppel, or otherwise. The rights granted by AppDirect to Company in this Agreement are non-exclusive, and AppDirect and its Affiliates are free to market, sell, and distribute any part of the AppDirect Properties or any other product or service to or through any other person, corporation, or entity

4.  Term and Termination 

   1.  Term: this Agreement shall become effective on the Effective Date, and shall remain in full force and effect through the Term until all subscriptions for Services under this Agreement have expired or have been terminated. The Term shall be as specified above issued under this Agreement that includes that latest termination date. 

   2.  Termination: Either party may terminate this Agreement and any then-current subscription prior to the end of the Term (i) if the other party is in breach or default of any obligation under this Agreement, and such breach or default is not cured for a period of thirty (30) days after receipt by the breaching party of a written notice from the non-breaching party informing of such breach or default, including a description and the details thereof (except that AppDirect may terminate with immediate effect in the case of a material breach by Customer), (ii) if the other party files for a voluntary petition of bankruptcy in any jurisdiction, is declared insolvent or bankrupt by a court of any competent jurisdiction, makes an assignment for the benefit of creditors, or is unable to pay its invoices as they mature, or (iii) as otherwise expressly permitted under this Agreement. The termination of this Agreement shall be without prejudice to any other rights and remedies available hereunder, at law or in equity. 

   3.  Effect of Termination: Subject to other applicable terms set forth in this Agreement, immediately upon any termination or expiration of this Agreement: i.  all Services rendered by AppDirect shall terminate and Marketplace shall be promptly deactivated; ii.          all licences granted under the Agreement shall terminate, including any licences granted to Customers and/or End Users under the Service Terms for the Services described above;  iii. Company shall cease all marketing, distribution, access and use of any and all Services provided;  iv.          Company shall advise in writing all Customers and End Users that all relevant Services provided under the Agreement are terminated and may no longer be used. Company shall remain responsible for migrating Customers and/or End Users away from Services;  v.          Company shall pay to AppDirect all outstanding Fees and other amounts incurred in relation with the Services within thirty (30) days of the expiration or the termination date thereof.

5. Confidentiality 

   1.  Confidential Information: “Confidential Information” means: (i) information marked, designated or otherwise identified in writing by the Discloser as proprietary or confidential, (ii) information that, under the circumstances surrounding its disclosure or by reason of its nature, ought in good faith to be treated as proprietary or confidential by a reasonable person, and (iii) any information prepared by Recipient that contains, reflects or is based upon, any Discloser’s Confidential Information. Notwithstanding the foregoing, Confidential Information excludes (a) information that is or becomes in public through no fault of Recipient or its Authorised Recipients, (b) information that Recipient can prove with documented evidence was already known to Recipient at the time of its disclosure, (c) information that was obtained from a third party without violation of any confidentiality obligations; and (d) information that Recipient can prove was/is independently developed by Recipient, without use of Discloser’s Confidential Information. 

   2.  Protection: Recipient shall: (i) only use the Confidential Information to exercise its rights under this Agreement, and always as part of its business relationship with Discloser; (ii) use the same degree of care to prevent unauthorized access and use of Discloser’s Confidential Information as it does for its own confidential information of a similar nature, but in any event not less than reasonable care; (iii) only disclose Confidential Information only to Authorised Recipients on a need-to-know basis, provided such Authorised Recipients are subject to confidentiality obligations at least as restrictive as this Section. 

   3.  Legal Disclosure: If Recipient becomes legally compelled to disclose any Discloser Confidential Information, Recipient shall (i) immediately notify in writing Discloser, allowing the latter to seek a protective and other appropriate remedy; and (ii) only disclose the portion of Discloser Confidential Information that Recipient is legally compelled to disclose, and make commercially reasonable efforts to obtain confidential treatment of such information. 

   4.  Return of Information: Upon Discloser’s written request, Recipient shall promptly return (or at the Disclosing Party’s option, destroy) all originals, copies, reproductions and summaries of Discloser’s Confidential Information and certify in writing the return or destruction of the same; provided that copies may be retained solely for archival purposes pursuant to a party’s document retention policies. 

   5.  Unauthorised Use: Recipient shall notify in writing Discloser immediately upon discovery of any actual or threatened unauthorised use, disclosure, misuse or misappropriation of Discloser’s Confidential Information, including the details and the circumstances thereof. Recipient shall reasonably cooperate with Discloser to help Discloser correct the situation. 

   6.  Conflict and Survival: In the event of conflicts or inconsistencies between this Section and the provisions of a non-disclosure agreement executed between the parties or any Service Terms, as applicable, the provisions of this Section shall take precedence. This Section shall survive termination of this Agreement for a period of three (3) years from the date of termination or expiration hereof. 

6.  Compliance, Privacy and Security 

   1.  Compliance with Laws: Each party shall comply with all applicable laws and regulations, including without limitation those relating to data privacy and data protection, anti-bribery and anti-corruption such as the UK Bribery Act and the US Foreign Corrupt Practices Act. Each party and its employees and agents will not directly or indirectly make or offer payment, promise to pay, or authorize payment, or offer a gift, promise to give, or authorize the giving of anything of value for the purpose of influencing an act or decision of any individual or any official of any government (including a decision not to act) or inducing such a person to use his or her influence to affect any such act or decision in order to assist in obtaining, retaining, or directing any such business. 

   2.  Access to Premises: If access to a party’s premises is necessary, the visiting party and its agents, employees, contractors, invitees and representatives shall comply with all of such party’s reasonable safety and security rules and policies. 

   3. Personal Data: AppDirect shall treat Personal Data that it receives, collects or processes as part of its obligations under this Agreement, whether from Company or from Customers and their End Users, in accordance with AppDirect Privacy Notice, the Data Protection Addendum (“DPA”), and applicable privacy and data protection law. In order to enable AppDirect to comply with the requirements above, Company shall comply with its obligations set forth in the DPA. 

   4. Performance Data: Company acknowledges and agrees that AppDirect may use performance data for its internal business purposes, such as analytics, quality assurance, and product and service development and improvement, activation, retention, churn rates, service level activity and Personal Data in association with the use of the Services. 

   5.   Anonymized Data: So long as each party complies with the provisions of Section 6.3, and provided that information is in an aggregate and anonymized form which does not specifically identify the Customers or End Users or the fact that such End Users are related in any way to Company, either party shall have the unrestricted right to collect, retain, use, transfer, or disclose, for any legitimate business purpose, aggregate and anonymized data regarding End Users and their use of and access to any AppDirect Services or products. 

   6.  Security Practices. AppDirect makes no representation nor warranty as to its security measures to protect Confidential Information and/or Customer Data other than it will make commercially reasonable efforts to maintain technical, administrative and physical security measures in accordance with industry standards. 

7. Termination; Terms of Service Violations. 

   1. AppDirect. You agree that AppDirect, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) You may have with AppDirect or Your use of the AppDirect Marketplace and remove and discard all or any part of Your account, user profile at any time. You agree that any termination of Your access to the AppDirect Marketplace, or any account You may have, or portion thereof may be effected without prior notice, and You agree that AppDirect will not be liable to You or any third party for any such termination. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies AppDirect may have at law or in equity. 

   2. You. Your only remedy with respect to any dissatisfaction with (i) the AppDirect Marketplace, (ii) any of this Agreement, (iii) any policy or practice of AppDirect in operating the AppDirect Marketplace, or (iv) any content or information transmitted through the AppDirect Marketplace, is to terminate this Agreement and Your account. If You are dissatisfied with the Developer Applications You access through the AppDirect Marketplace, You may leave negative feedback for the applicable Developer. You may terminate this Agreement by discontinuing use of any and all parts of the AppDirect Marketplace and notifying AppDirect customer service at help@appdirect.com. 

8. Indemnification.

   You agree to indemnify, defend, and hold AppDirect, its affiliated companies, contractors, employees, agents and its third party suppliers, licensors, and partners (including Syndication Partners) harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of Your use or misuse of the AppDirect Marketplace or any Service, Your violation of this Agreement, or any breach of Your representations, warranties, and covenants. AppDirect reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify AppDirect, and You agree to cooperate with AppDirect defense of these claims. AppDirect will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it. 

9. Warranty Disclaimer.

   YOU EXPRESSLY AGREE THAT THE USE OF THE APPDIRECT MARKETPLACE IS AT YOUR SOLE RISK. THE APPDIRECT MARKETPLACE AND ANY DATA, INFORMATION, THIRD PARTY SOFTWARE, USER SUBMISSIONS, APPLICATIONS, REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE APPDIRECT MARKETPLACE ARE PROVIDED BY APPDIRECT ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. YOU MAY, HOWEVER, HAVE ADDITIONAL WARRANTY RIGHTS DIRECTLY FROM THE APPLICABLE DEVELOPER. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, APPDIRECT, AND ITS AFFILIATES, PARTNERS (INCLUDING SYNDICATION PARTNERS), AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. APPDIRECT, AND ITS AFFILIATES, PARTNERS (INCLUDING SYNDICATION PARTNERS), AND SUPPLIERS DO NOT WARRANT THAT THE DATA, USER SUBMISSIONS, FEATURES, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE APPDIRECT MARKETPLACE OR ANY REFERENCE MATERIALS WILL BE UNINTERRUPTED, ACCURATE, USEFUL, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING, IF ENCOUNTERED, WILL BE CORRECTED. APPDIRECT, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS ABOUT DEVELOPERs OR DEVELOPER APPLICATIONS. ANY WARRANTY MADE REGARDING ANY DEVELOPER APPLICATION IS MADE DIRECTLY BY SUCH DEVELOPER. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF YOU RESIDE IS SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE EXCLUSIONS OF WARRANTIES CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED. 

10. Limitation of Liability and Damages. 

    1. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, WILL APPDIRECT OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY DEVELOPERS, PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE MATERIALS, THE APPDIRECT MARKETPLACE OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH APPDIRECT, EVEN IF APPDIRECT OR AN APPDIRECT AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, APPDIRECT’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

    2. Limitation of Damages. IN NO EVENT WILL APPDIRECT OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY DEVELOPERS, PARTNERS (INCLUDING SYNDICATION PARTNERS), LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS, OR YOUR USE OF THE APPDIRECT MARKETPLACE, OR YOUR INTERACTION WITH OTHER APPDIRECT MARKETPLACE USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO APPDIRECT (OTHER THAN AMOUNTS PAID SPECIFICALLY FOR THE RIGHT TO ACCESS AND USE APPLICATIONS) DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED US DOLLARS ($100 USD), WHICHEVER IS GREATER. 

    3. Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT APPDIRECT HAS OFFERED THE APPDIRECT MARKETPLACE, ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND APPDIRECT, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND APPDIRECT. APPDIRECT WOULD NOT BE ABLE TO PROVIDE THE APPDIRECT MARKETPLACE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

    4. Disputes With Third Parties. If You have a dispute with one or more Users, or with a Developer, You release AppDirect (and AppDirect’s officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If You are a California resident, You waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." 

11.   Remedies, Governing Law and Venue 

    1. Remedies: Each party acknowledges and agrees that the other party may suffer immediate and irreparable harm as the result of breach of any of the nondisclosure, confidentiality and Intellectual Property protection provisions contained in this Agreement, for which monetary or other possible damages may not be sufficient or an adequate remedy. Therefore, each party agrees that the other party shall be entitled to seek injunctive and other equitable relief in the event of (i) an actual or threatened breach, violation, infringement or misappropriation of Intellectual Property Rights, and/or (ii) an actual or threatened breach or violation of the nondisclosure and confidentiality obligations contained herein, in all cases without the necessity of posting bond. 

    2. Governing Law: This SSA shall be governed, construed and enforced in accordance with the laws of the State of California, without regard to its conflict of laws principles that would otherwise cause the laws of another jurisdiction to apply. The Uniform Computer Information Transactions Act and the 1980 United Nations Convention on Contracts for the International Sale of Goods and its related instruments will not apply to this Agreement. Each party hereby expressively waives its right to a jury trial of any claim based upon or arising out of this Agreement or the subject matter hereof. 

    3. Venue: Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the Superior Court of San Franciso County and/or the United States District Court for the Northern District of California in connection with any dispute under the Agreement or the enforcement of any right or obligation under the Agreement. 

12.   Marketing and Press Releases 

    1. Press Releases: The parties shall jointly agree on and issue a press release regarding their business relationship, including a positive quote from a senior level representative of each party. Neither party shall issue any press release regarding this Agreement or the parties’ relationship without the other party’s prior written approval. 

    2. Media Initiatives: If the parties agree to collaborate in a joint media initiative, which may for example include themed press releases, interviews, marketing campaigns, the costs associated with such media initiatives shall be first agreed to between the parties. 

    3. Referencing: Each party shall be entitled to make references to the other party, this business relationship and the business model, as well as to use the other party’s relevant Trademarks as part of its general customer listing, published lists, as well as in marketing and sales collateral (including without limitation brochures, sales decks, case studies, its corporate website, social media and other), and subject to the terms of the licences hereunder. Any other references by either party to the other party or such other party’s Trademarks beyond the purposes permitted under this Agreement shall be subject to such other party’s prior written approval. 

13.  Miscellaneous.

    1. Notices: All notices, authorisations, and requests to AppDirect given or made in connection with this Agreement must be sent by registered mail, express courier, facsimile or electronic mail to (a) AppDirect at the addresses set forth below, and (b) Company at the address reflected on the AppDirect Marketplace. The notices shall be deemed delivered on the date shown on the postal return receipt, or on the courier, facsimile or electronic mail confirmation of delivery. The notices to AppDirect shall be addressed to legal@appdirect.com and AppDirect, Inc., 650 California Street, 25th Floor, San Francisco, CA 94108, Attn: Legal Department. 

    2.  Independent Contractors: Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, association or employment relationship between the parties, nor shall either party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other. 

    3. Collaboration: Each party shall provide reasonable assistance to the other party, at the other party’s expense, when needed in obtaining necessary permits, approvals, registrations and/or certifications relating to this Agreement.

    4. Export Controls: The AppDirect Properties and other technology made available under this Agreement may be subject to export laws and regulations of the United States and other jurisdictions. Company agrees to comply with all such regulations applicable to Company, including obtaining any necessary import licenses.  Each party represents that it is not named on any U.S. government denied-party list. Company shall not permit Customers or End Users to access or use any AppDirect Property in any U.S. embargoed country (including currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. or foreign export law or regulation. 

    5. Force Majeure: Non-performance of either party shall be excused to the extent that performance is rendered reasonably impossible by a Force Majeure event which is not in the reasonable control of a party, and is not caused by such party’s negligence or wilful act. However, this Section shall not relieve Company from its payment obligations set forth in this Agreement. 

    6.  Assignment: Neither party may assign or otherwise transfer this Agreement or any rights or obligations hereunder, in whole or in part, without the prior written consent of the other party, which shall not be unreasonably withheld. However, either party may assign or transfer this Agreement in whole without the other party’s consent (a) to an Affiliate, or (b) in connection with a merger, corporate reorganisation, acquisition, transfer, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Any attempted assignment in breach of this Section shall be void. 

    7. Precedence of Terms: Unless otherwise agreed in writing, in the event of any conflict or inconsistency between this Agreement, the Service Terms, this Agreement, and/or its Exhibits, such conflict or inconsistency shall be resolved in the following order of priority: (i)  this Agreement (including business terms in the header), (ii) Service Terms, (iii) Exhibits.

    8. Interpretation: The headings of sections and subsections in this Agreement are used for convenience purposes only, and shall have no legal force or effect. Whenever used in this Agreement: (i) the terms in plural include the singular, and vice versa, and (ii) the terms “includes”, “including” and “such as”, mean respectively “including without limitation”, “includes without limitation” and “such as without limitation”. A reference to a statute or a regulation, or a provision thereof, is a reference to such statute, regulation, or provision as it is in force as of the Effective Date, and as it may be amended, supplemented or re-enacted thereafter, and includes any subordinate regulation and legislation. Unless expressly agreed to in writing, pre-printed or standard terms and conditions of any purchase or sales order shall not apply. Unless expressly provided otherwise, all operation hours are based on the Pacific Time Zone. 

    9.  Waiver: The failure of either party to fully enforce the performance by the other party of any provision shall not affect the right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof on any occasion be taken or held to be a waiver of the provision itself. 

    10.  Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, unenforceable or otherwise contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law. Nonetheless, such provision shall continue to apply in full force and effect in all other jurisdictions, as the case may be. Moreover, the remaining provisions of this Agreement shall remain in full force and effect. 

    11.  Survival: Notwithstanding any other provision of this Agreement, the provisions which by their nature are intended to survive the termination of this Agreement shall survive termination of this Agreement and any permitted assignment of this Agreement. Without restricting the generality of the foregoing, but for further clarity, the following sections shall survive the termination or the expiration hereof (as the case may be): 2 (Payment, Fees and Taxes), 3 (Intellectual Property), 4 (Term and Termination), 5 (Confidentiality), 6.3 (Personal Data) with respect to each party for so long as such party holds Personal Data, 8 (Indemnification), 9 (Warranty), 10 (Limitation of Liability), 11 (Remedies, Governing Law and Venue), and 13 (Miscellaneous). 

    12. Entire Agreement: This SSA and all applicable Service Terms, Exhibits, amendments and all other documents and websites incorporated into this Agreement by reference, constitute the entire agreement between the parties with regard to the subject matter hereof, and supersede any other prior and contemporaneous communications and agreements. Any amendments to this Agreement or to any document related thereto shall be made in writing and signed by duly authorised representatives of each party. This SSA may be executed in two or more counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument. 

    13.  Language: The parties have expressly requested that this Agreement as well as all related documents be drafted in English. 

EXHIBIT A

Definitions

1.       “Affiliates” means, with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under direct or indirect common control with, such entity.

2.       “AppDirect” means AppDirect, Inc.

3.       “AppDirect Property” means the Services, the Software, the Documentation and any Modifications to the foregoing.

4.       “Authorised Recipients” means the Receiving Party’s Affiliates and subcontractors, and its and their respective directors, officers, employees, agents, consultants, and legal or financial advisors.

5.       “Background IP” means any Intellectual Property owned, created, developed, leased and/or licensed by a party prior to, outside of, or independently from the SSA, including without limitation technology, tools, methods, algorithms, application programming interfaces, know-how and data. 

6.       “Company Data” means all data collected, gathered or entered into the Services by or on behalf of Company.

7.       “Company Property” means any and all Company Trademarks (as well as the goodwill), Company Background IP Intellectual Property, Intellectual Property Rights and all other rights, titles and interest in and to Company Data and all Confidential Information provided by Company (except for AppDirect Property that may be included, integrated, embedded or incorporated therein, which remains the sole and exclusive property of AppDirect).

8.       “Customer” means any customer of Company who uses the Services.

9.       “Discloser” means a party to this SSA who discloses Confidential Information under this SSA and/or such party’s Affiliates, subcontractors and its and their respective directors, officers, employees, agents, consultants, and legal or financial advisors.

10.    “Documentation” means End User Documentation and the System Documentation.

11.    “End User” means an end user of the Services.

12.    “End User Documentation” means the Customer help center content and forms, as updated from time to time, for the Services.

13.    “Fees” means the fees set forth during the sign-up process to be paid by Company for the use of the AppDirect Property pursuant this Agreement. 

14.    “Force Majeure Event” means: (a) any action taken by a government or public authority of any kind, including but not limited to embargo, export or import restriction, rationing, quota, restriction or prohibition, (b) any civil commotion or disorder, riot, invasion, terrorist act, threat of or preparation of war, (c) accident, explosion, fire, storm, electric failure, flood, earthquake, subsidence, epidemic or natural physical disaster, (d) strike, labour unrest, (e) failure caused by the Internet, backbone peering point issues, or DNS issues; or (f) any other similar event.

15.    “Intellectual Property” means all intellectual property, including without limitation (a) trademarks and service marks (whether or not registered), trade names and other designations of source of origin, together with all goodwill related to the foregoing, (b) patents and patent applications, (c) copyrights, whether or not registered, (d) trade secrets, including without limitation know-how, technology methods, ideas and inventions, (e) software and computer code (whether in source code, object code or any other form) and (f) all applications and registrations of any of the foregoing.

16.    “Intellectual Property Rights” means all rights in and to the Intellectual Property.

17.    “Modifications” means any update, upgrade or modification made by or on behalf of AppDirect or an AppDirect Affiliate.

18.    “Personal Data” means any information relating to an identified or identifiable natural person.

19.    “Recipient” means the party that receives Confidential Information from the other party and such party’s Authorized Recipients.

20. “Services” means any services provided by AppDirect under this SSA, including without limitation marketplace platforms, SaaS, or other “as-a-service” solutions. 

21.    “Software” means (i) the object code version of any AppDirect or AppDirect Affiliate proprietary computer program identified upon sign-up and/or (ii) any software or software component, whether object code or source code (including without limitation APIs) made available by AppDirect or an AppDirect Affiliate to Company for use in connection with the Services; and (iii) Modifications of the foregoing. 

22.    “System Documentation” means infrastructure deployment documents and other user manuals, system specifications, hardware requirements, technical manuals, support documentation and tools and other instructions regarding the capabilities, operation, installation and use of the Services.

23.    “Taxes” means charges, fees, levies, imposts, duties, tariffs or other assessments imposed by or payable to any federal, state, local or foreign tax or governmental authority, including without limitation sales, use, goods, services, value added, transfer, customs, personal property, stamp duty, excise, withholding and other obligations of the same or similar nature.

24.    “Trademarks” means all trade names, logos, common law trademarks and service marks, trademark and service mark registrations and applications therefore and all goodwill associated therewith.

1. The Information We Collect

We collect information in multiple ways, including:

Information you provide. We collect any information that you provide us when you use the Services, including:

• Registration and Profile Information. If you register for one of our Services, we will ask you to provide your name, email address, and title. You may optionally provide additional profile information such as your phone number, date of birth, IM screen name, Twitter handle, and professional experience. You may also submit content including text, images, and other media files (“User Submissions”), such as when you submit a comment regarding a Developer Application.
  
• Information Provided through AppWise or AppInsights. If you connect AppWise or AppInsights to third party cloud-based services, you authorize and enable us to access your third party cloud-based services and the content contained on those services in order to provide the Services and to provide you with productivity tools. AppWise and/or AppInsights retrieve the data maintained by these third party cloud-based services and copies it in a different format to AppDirect-controlled servers. The data can then be stored, aggregated, modified, removed, or provided to other users in case you are sharing content with other users. This allows us to provide you with search and data analytics functionality for your data. The type of data copied to AppDirect-controlled servers depends entirely on the type of data you store and maintain in the third-party cloud-based services. You can disconnect any third party cloud-based services at any time. Once disconnected, AppDirect will no longer aggregate data from that service.
  
• Communications and Other Interactions. We may collect information you provide if you interact with other users through the Services. We may also collect information through your communications with our sales or customer-support team.
• Payments. If you make payments through the Services, we will ask you to provide your payment information, such as your credit card number, so our service providers can process your payments.

Information we collect through automated means. We and our service providers (which are third party companies that work on our behalf) may use a variety of technologies, including cookies and similar tools, to assist in collecting certain technical information from your computer or mobile device.

• Device and Usage Information. When you use the Services or open one of our HTML emails, we may automatically record certain information from your web browser by using different types of technology, including standard log files, "clear gifs" or "web beacons." This automatically collected information may include Internet Protocol address ("IP Address") or other device address or ID, web browser and/or device type, the web pages or sites that you visit just before or just after you visit the Services, the pages you view on the Services, and the dates and times that you visit the Services.
• Cookies: When you use the Services, we may send one or more cookies – small text files containing a string of alphanumeric characters – to your computer. Cookies help us to operate and improve our services, customize your experience and preferences, allow you to access and use our services without re-entering your email and password and to understand which areas and features of our services are most popular and count visits. We may use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits. Persistent cookies can be removed. Please review your web browser "Help" file to learn the proper way to modify your cookie settings.
  
  Please note that if you delete, or choose not to accept, cookies from the Services, you may not be able to utilize the features of the Services to their fullest potential. Additionally, as we adopt additional technologies, we may also gather information through other methods.

Syndicated Partners may send cookies to your computer in order to track your online activities on the Services. We are not responsible for the practices and policies of Syndicated Partners and encourage you to learn more about a Syndicated Partner's privacy and security policies.

• Analytics Information. We use website and application analytics services provided by internal and third parties that use cookies and other similar technologies to collect information about the use of our Services and to report trends, without identifying individual visitors. The third parties that provide us with these services may also collect information about your use of third-party websites.

Information We Collect From Others. We may also obtain information from third parties and sources other than the Services, such as advertisers, Syndication Partners, Developers, or reseller partners, that we combine with information collected through the Services. We do so only where we have checked that these third parties either have your consent or are otherwise legally permitted or required to disclose your personal information to us. The types of information we collect from third parties include company roles and system identification numbers and we use the information we receive from these third parties to the extent necessary to provide the Services or maintain and/or improve the accuracy of the records we hold about you.

2. How We Use Your Information

We, or our service providers, use your information (including any information that we collect, as described in this Privacy Notice) for various business and operational purposes depending on the types of information we have collected from and about you and the specific Service you use, in order to:

• Complete a purchase or provide the Services you have requested, including invoicing and accounting
• Respond to your request for information and provide you with more effective and efficient customer service
• Provide you with updates and information about products you have purchased from us
• Contact you by email, postal mail, or phone regarding AppDirect and third-party products, services, surveys, research studies, promotions, special events and other subjects that we think may be of interest to you
• Customize the advertising and content on the Services
• Help us better understand your interests and needs, and improve the Services
• Engage in analysis, research, and reports regarding use of our Services
• Synthesize and derive insights from your use of different Services
• Provide, manage, and improve the Services and their performance, and test and create new products, features, and services
• Secure our websites, products, software, or applications
• Understand and resolve app crashes and other issues being reported
• Comply with any procedures, laws, and regulations which apply to us where it is necessary for our legitimate interests or the legitimate interests of others
• Establish, exercise, or defend our legal rights where it is necessary for our legitimate interests or the legitimate interests of others
• Protect the safety and/or integrity of our users, employees, third parties, members of the public, and/or our Services
• Prevent fraud

Combined Information. For the purposes discussed in this Privacy Notice, we may combine the information that we collect through the Services with information that we receive from other sources, both online and offline, and use such combined information in accordance with this Privacy Notice.

Aggregate/Anonymous Data. We may aggregate and/or anonymize any information collected through the Services so that such information can no longer be linked to you or your device (“Aggregate/Anonymous Information”). We may use Aggregate/Anonymous Information for any purpose, including without limitation for research and marketing purposes, and may also share such data with any third parties, including advertisers, promotional partners, and sponsors.

3. Legal Bases For Processing Personal Information (For EEA Visitors)

If you are a resident from the European Economic Area, our legal bases for collecting and using the personal information described above will depend on the personal information concerned and the specific context in which we collect it. Generally, the legal bases are as follows:

• Where use of your information is necessary to perform our obligations under a contract with you (for example, to comply with: the terms of service of our websites which you accept by browsing the websites/registering; and/or our contract to provide our Services to you).

• Where use of your information is necessary for our legitimate interests or the legitimate interests of others (for example, to provide security for our websites, products, software, or applications; operate our business and our Services; ensure safe environments for our staff and visitors; make and receive payments; comply with legal requirements and defend our legal rights; prevent fraud and to know the customer to whom we are providing Services).

• Where we have your consent, in accordance with applicable legal requirements, to use your information for a particular purpose.

• Where we use your information to comply with applicable legal obligations (for example, keeping track of purchases for tax and auditing purposes).

If you have questions about or need further information concerning the legal basis on which we collect and use your personal information, please contact us using the contact details provided under the “Contact Information” section below.

4. Online Analytics And Advertising

Analytics. We may use third-party web and mobile application analytics services (such as those of Google Analytics) on our Services to collect and analyze usage information through cookies and similar tools; engage in auditing, research, or reporting; assist with fraud prevention; and provide certain features to you. To prevent Google Analytics from using your information for analytics, you may install the Google Analytics Opt-out Browser Add-on.

Online Advertising. The Services may integrate third-party advertising technologies that allow for the delivery of relevant content and advertising on the Services, as well as on other websites you visit and other applications you use. These third parties may place their own cookies, pixel tags and similar technologies to collect information about your use of the Services. We also allow third parties (e.g., ad networks and ad servers, such as Google Analytics, DoubleClick and others) to access their own cookies and tracking technologies on your computer, mobile phone, or other device you use to access the Services. These third parties may use this and other information they have collected about you to deliver targeted advertisements for products and services in which you might be interested.

We neither have access to, nor does this Privacy Notice govern, the use of cookies or other tracking technologies that may be placed on your device you use to access the Services by such non-affiliated third parties. If you are interested in more information about tailored browser advertising and how you can generally control cookies from being put on your computer to deliver tailored advertising, you may visit the Network Advertising Initiative’s Consumer Opt-Out link, the Digital Advertising Alliance’s Consumer Opt-Out link, or Your Online Choices to opt-out of receiving tailored advertising from companies that participate in those programs. To opt out of Google Analytics for display advertising or customize Google display network ads, visit the Google Ads Settings page. We do not control these opt-out links or whether any particular company chooses to participate in these opt-out programs. We are not responsible for any choices you make using these mechanisms or the continued availability or accuracy of these mechanisms.

Please note that even if you choose to remove your information (opt-out), you will still see advertisements. Additionally, many network advertising programs allow you to view and manage the interest categories they have compiled from your online browsing activities. These interest categories help determine the types of targeted advertisements you may receive. For example, the DAA Opt-Out Page provides a tool that identifies its member companies that have cookies on your browser and provides links to those companies.

Marketing. We may use information we collect for marketing purposes, such as providing you with promotional materials that may be useful, relevant, valuable or otherwise of interest to you, in accordance with your marketing preferences. Where required under applicable law, we will obtain your prior opt-in consent to send you electronic marketing communications. You will have the ability to opt-out of receiving any such communications, either through unsubscribe links provided in the messages, by updating your account preferences, or by contacting us using the contact details provided under the "Contact Information" section below.

Notice Concerning Do Not Track. Do Not Track (“DNT”) is a privacy preference that users can set in certain web browsers. We are committed to providing you with meaningful choices about the information collected on our website for third party purposes, and that is why we provide the variety of opt-out mechanisms listed above. However, we do not currently recognize or respond to browser-initiated DNT signals. Learn more about Do Not Track.

5. How We Share Your Information

We may share your information in a variety of circumstances in connection with the operation of our business:

• Syndication Partners and Developers. AppDirect discloses the information you provide or that we collect to Developers and Syndication Partners in connection with the interoperation of their service offerings with the Services in order for them to provide their services to you. AppDirect may provide Developers, applicable Syndication Partners, and your subscribing organization with information regarding your use of the Services.
  
  
• Joint Marketing Partners. If you choose to participate in a webinar that is provided jointly by AppDirect and one of our partners, the information you provide in connection with such webinar will be collected by both AppDirect and the partners jointly providing the webinar, and such partners may use the information collected in accordance with their privacy policies and terms, including to contact you, in accordance with applicable legal requirements.
  
  
• Vendors and Service Providers. AppDirect works with third party service providers who provide website development, hosting, maintenance, and support as well as other business services for us. To the extent it is necessary for these service providers to provide the services, these third parties may have access to or process your information.
  
  
• Other Users. The Services allow users to communicate in a variety of ways. Any information that you voluntarily choose to include in an area on the Services that is accessible to another user, such as a public profile page or in a review, comment, posting, electronic message, or other User Submission, will be available to other users who have access to that content. Once you make your information available to others in any of these ways, it may be collected, used, and disclosed by the recipients without restriction.
  
  
• Employers. If your employer is enrolled with AppWise, and you sign up for AppWise using your employer email account, we will report information to your employer's administrator such as service usage statistics that may include names of most active users, top search terms that are used, number of documents indexed and services that are accessed.
  
  
• Aggregate/Anonymous Information. AppDirect may disclose Aggregate/Anonymous Information with interested third parties, to assist such parties in understanding the usage, viewing, and demographic patterns for certain programs, content, services, advertisements, promotions, and/or functionality on the Services.
  
  
• Third Party Applications. We may enable you to share information from the Services to third party applications. We are not responsible for how you share this information through these or similar services. These third parties may use or share your information in accordance with their own privacy policies. We strongly suggest you review the third parties’ privacy policies if you use the relevant features.
• Affiliates and Subsidiaries. We may share information with affiliates and subsidiaries.
• As Required by Law and Similar Disclosures. We may disclose information about you: (i) if we are required to do so by law, regulation, or legal process, such as a court order or subpoena; (ii) in response to requests by government agencies, such as law enforcement authorities; (iii) when we believe disclosure is necessary or appropriate to protect the rights, property, or safety of AppDirect, our users and partners, or the public; and (iv) to enforce our agreements, policies, and Terms of Service.
  
  
• Merger, Sale, or Other Asset Transfers. We reserve the right to transfer your information to service providers, advisors, potential transactional partners, or other third parties in connection with the consideration, negotiation, or completion of a corporate transaction in which we are acquired by or merged with another company or we sell, liquidate, or transfer all or a portion of our assets.
  
  
• Consent. We may also disclose your information to any third parties based on your permission to do so.

6. Information We Process On Behalf Of Our Customers (As Data Processors)

Our customers may choose to use the Services to process some of their data, which may contain personal information. The data that we process through our Services for our customers is processed by us purely as a data processor, on behalf of our customers, and in accordance with our customers’ instructions, and our privacy practices governing the processing of such data will be in accordance with contracts that we may have in place with our customers.

If you have any questions or concerns about how such data is handled or would like to exercise your rights as a data subject, you should contact the person or entity who has contracted with us to use the Services to process your data (i.e., the data controller). Our customers control the personal information in these cases and determine the details regarding their account, including without limitation, how and for what purpose the data collected on their behalf should be processed. We will, however, provide assistance to our customers to address any concerns you may have, in accordance with the terms of our contract with them. For a list of our sub-processors, contact us as described below.

7. Third Party Links And Features

The Services contain links to and integrate with websites and services provided by third parties, including without limitation Developers and Syndication Partners (where applicable). Any information you provide on third party sites or services is provided directly to that third party and is subject to that third party's policies, if any, governing privacy and security. We are not responsible for the content or privacy and security practices and policies of third party sites or services to which links are displayed on the Services. We encourage you to learn about third parties’ privacy and security policies before providing them with your information.

8. Security

AppDirect utilizes a combination of physical, technical, and organizational security measures to protect your information against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access. Please note that no data transmission over the Internet or method of electronic storage can be guaranteed to be 100% secure. We cannot ensure or warrant the security of any information you transmit to AppDirect, and you do so at your own risk. Once we receive your transmission of information, AppDirect endeavors to secure our systems, but please note that this is not a guarantee that such information may not be accessed, disclosed, altered, or destroyed by system malfunction or circumvention of our safeguards.

Where we have given you (or where you have chosen) a password which enables you to access to our Services, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.

9. Data Retention

We retain personal information we collect from you where we have an ongoing legitimate business need to do so (for example, to provide you with a service you have requested or to comply with applicable legal, tax or accounting requirements). The length of time for which we retain information depends on the purposes for which we collected and use it and/or as required to comply with applicable laws.

When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.

10. Children’s Privacy

The Services are intended for general audiences and not for children under the age of 13. If we become aware that we have collected “personal information” (as defined by the United States Children’s Online Privacy Protection Act) from children under the age of 13 without legally-valid parental consent, we will take reasonable steps to delete it as soon as possible. We do not knowingly process data of EU residents under the age of 16 without parental consent. If we become aware that we have collected data from an EU resident under the age of 16 without parental consent, we will take reasonable steps to delete it as soon as possible. We also comply with other age restrictions and requirements in accordance with applicable local laws.

11. Your Choices And Rights

We respect your right to make choices about the ways we collect, use, and disclose your information.

Your legal rights. Depending on the laws of your local jurisdiction, you may have certain rights and choices with respect to your information. For example, under local laws, you may be able to ask us to:

• provide access to and/or a copy of certain information we hold about you
• prevent the processing of your information for direct-marketing purposes (including any direct marketing processing based on profiling)
• update or rectify information which is out of date or incorrect
• delete certain information which we are holding about you
• oppose, cancel, or restrict the way that we process and disclose certain of your information
• transfer your information to a third-party provider of services
• revoke your consent for the processing of your information

We will consider all requests and provide our response within the time period stated by applicable law. Please note, however, that certain information may be exempt from such requests in some circumstances, which may include if we need to keep processing your information for our legitimate interests or to comply with a legal obligation. We may request you provide us with information necessary to verify your identity before responding to your request as required or permitted by applicable law.

You have the right to complain to a data protection authority about our collection and use of your personal information. Alternatively, you may seek a remedy through local courts if you believe your rights have been breached.

Marketing. You may instruct us not to use your contact information to contact you by email, postal mail, or phone regarding products, services, and promotions that might appeal to your interests through unsubscribe links provided in the messages, by updating your account preferences, or by contacting us using the contact details provided under the "Contact Information" section below.

Please note that, regardless of your request, we may still use and share certain information as permitted by this Notice or as required by applicable law. For example, you may not opt out of certain operational emails, such as those reflecting our relationship or transactions with you.

12. Information For California Residents

This section applies only to “personal information” about California residents, as that term is defined in the California Consumer Privacy Act (“CCPA”), and it supplements the information in the rest of our Privacy Notice. Data about individuals who are not residents of California may be handled differently and is not subject to the same California rights described below. This section does not apply to personal information we collect from employees or job applicants in their capacity as employees or job applicants. It also does not apply to personal information we collect from employees, owners, directors, officers, or contractors of businesses in the course of our provision or receipt of business-related services.

CCPA Categories Of California Personal Information We Collect. Throughout this Notice, including the “Information We Collect” section, we discuss in detail the specific pieces of personal information we collect from and about our users. Under the CCPA, we are also required to provide you with the CCPA “categories” of personal information we collect. The categories we collect are: identifiers (such as name, address, email address); commercial information (such as transaction data); financial data (such as credit card information); internet or other network or device activity (such as browsing history or IP address); location information (e.g., your city and state based on IP address or precise location, with your consent); professional or employment related data; audio information (e.g., call recordings if you don’t opt out); and other information that identifies or can be reasonably associated with you. We also may collect certain categories of information that you choose to disclose as part of your use of the Services.

How We Use These Categories of Personal Information. We and our service providers may use and disclose (and in the past 12 months have used and disclosed) all of the personal information we collect for the business purposes described in this Notice, and in accordance with our disclosures in the “How We Use Your Information” section above.

How We Share These Categories of Personal Information. We describe our information sharing practices in the “How We Share Your Information” section above. We may share certain categories of personal information with third parties for business purposes. For example, we may share identifiers, commercial information, and general location with organizers with Syndication Partners and Developers. If you use AppWise using your employer email account, we may share identifiers and internet or other network or device activity with your employer.

Your California Privacy Rights. If you are a California resident, the CCPA allows you to make certain requests about your personal information. Specifically, the CCPA allows you to request us to:

• Inform you about the categories of personal information we collect or disclose about you; the categories of sources of such information; the business or commercial purpose for collecting your personal information; and the categories of third parties with whom we share/disclose personal information.
• Provide access to and/or a copy of certain personal information we hold about you.
• Delete certain personal information we have about you.

You may have the right to receive information about the financial incentives that we offer to you (if any). You also have the right not to be discriminated against (as provided for in applicable law) for exercising certain of your rights. Certain information may be exempt from such requests under applicable law. For example, we need certain types of information so that we can provide the Services to you. If you ask us to delete it, you may no longer be able to access or use the Services.

If you would like further information regarding your legal rights under California law or would like to exercise any of them, please contact us at privacy@appdirect.com. You will need to provide us with information sufficient to verify your identity before we can satisfy your request. To do so, you will need to provide us with certain information regarding yourself and/or your usage of the Services. You may also designate an authorized agent to make a request on your behalf. To do so, you need to provide us with written authorization for the agent to act on your behalf. You will still need to verify your identity directly with us.

The CCPA sets forth certain obligations for businesses that “sell” personal information. Based on the definition of “sell” under the CCPA, its implementing regulations, and current regulatory guidance, we do not believe we engage in such activity and have not engaged in such activity in the past twelve months. We do share certain information as described in the “How We Share Your Information” section above, and we allow third parties to collect certain information about your activity from you directly, for example through cookies, as explained above. You can control these cookies through browser settings and other controls; for more information, see the “Online Analytics And Advertising” section above.

California “Shine the Light” Disclosure

The California “Shine the Light” law gives residents of California the right under certain circumstances to opt out of the sharing of certain categories of personal information (as defined in the Shine the Light law) with third parties for their direct marketing purposes. We do not share your personal information with third parties for their own direct marketing purposes.

13. Information For International Users

Please note that in providing services to you, we may subcontract the processing of your data to, or otherwise share your information with, other members within the AppDirect group, trusted service providers, and trusted business partners in countries other than the country in which the information was originally collected, including the United States of America. Such third parties may be engaged in, among other things, the provision of the Services to you, the processing of transactions and/or the provision of support services.

Where required, we will use appropriate safeguards for transferring data outside of the EEA. This includes signing Standard Contractual Clauses that govern the transfers of such data, which may be used in conjunction with additional safeguards. For more information about these safeguards, please contact us as set forth below.

14. Changes And Updates To This Privacy Notice

Please revisit this page periodically to stay aware of any changes to this Privacy Notice, which may be revised from time to time at AppDirect's sole discretion. If we modify the Privacy Notice, we will make it available through the Services, and indicate the date of the latest revision. In the event that the modifications materially alter your rights or obligations hereunder, we will notify you as may be required by law.

Our amended Privacy Notice will automatically take effect 30 days after it is made available through the Services, except that (i) we will not, without your consent, use your previously collected personal information in a manner inconsistent with the Privacy Notice in effect when we received that information, and (ii) if you do not agree with any changes to the Privacy Notice, you may terminate your account ceasing use of the Services.

15. Contact Information

If you have any questions, concerns or complaints regarding the use or disclosure of your information or if you would like to review, delete or update information we have about you or your preferences, you can contact us either by mail or email: privacy@appdirect.com.

AppDirect, Inc., Attn. Privacy Office
650 California Street, Floor 25
San Francisco, CA 94108
USA