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This APPBACKR BUYER AGREEMENT (Agreement) between wholesale purchasers of mobile device applications (each, a Buyer or you) and appbackr, Inc. (appbackr or we) sets forth the terms and conditions for your use as a Buyer of appbackrs online wholesale application marketplace (available at www.appbackr.com/marketplace) and associated services (collectively, the Marketplace). Both (i) your checking of the I Accept box below and (ii) your use of the Marketplace indicate that you have agreed to this Agreement. If you do not agree to all of the terms and conditions of this Agreement, do not check the I Accept box or use the Marketplace. You and appbackr agree as follows: 1. Introduction. Subject to the terms and conditions of this Agreement, you may use the Marketplace to peruse completed or in-process mobile device applications (each, an Application) posted by developers (each, a Developer), and offer to purchase designated numbers of copies (each, a Copy) of any such Application, to be made available directly (by you) or indirectly (through a retail outlet such as iTunes) for download by end users. Each purchase of Copies of an Application through the Marketplace results in an initial payment to Developers, and followup payments if Copies of the Application are downloaded by end users, as well as commissions to appbackr. As a condition to your use of the Marketplace, you also agree to a separate agreement between you and each Developer from whom you purchase Copies of an Application through the Marketplace (the Developer-Wholesaler Agreement, which may be found here). 2. Your Account.

2.1 Registration. In order to make an offer to purchase Copies of any Application through the Marketplace, you must register and maintain a valid Buyer account with appbackr. When you register, you will be asked to submit certain information about yourself, including your name and email address, and to select a password, all of which is subject to our privacy policy, which may be found here. You represent and warrant that all of your account information is true and accurate, and you agree to update such information promptly to keep it current. 2.2 Eligibility. To register with appbackr, you must be at least 18 years old. If you are using the Marketplace on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. You may not use the Marketplace unless you are verified by appbackr as a Buyer in good standing. This Agreement will automatically terminate if you are not a Buyer in good standing, or if you are barred from using the Marketplace under laws applicable to you. 2.3 Payment Processing. To use the Marketplace, you must also acquire and maintain in good standing a valid payment account from PayPal or other payment processor authorized by appbackr. Upon your registration with appbackr, you must provide us with the name on such payment account and other relevant identifying information, and authorize appbackr to send payments to, and receive payments from, such account. If you do not have a valid payment account for any period of time, you will not receive funds due from appbackr or a third party until you have a valid payment account. Upon appbackrs reasonable request, you must cooperate in any investigation in connection with your payment account. 2.4 Appropriate Use of Account. You must not use your account in a misleading or unlawful manner, including in any manner intended to trade on the name or reputation of a third party. You must not register for more than one account, register for an account on behalf of an individual other than yourself, or register for an account on behalf of any group or entity without written authorization of such group or entity. You must notify appbackr immediately of any unauthorized use of your account. You are solely responsible for any and all use of your account and all activities that occur under or in connection with your account. 3. Purchasing Copies of Applications Through the Marketplace.

3.1 Making Offers to Purchase Copies of Applications. You may make an offer to purchase a designated number of Copies of any Application posted to the Marketplace by a Developer (in increments proposed by such Developer), to then be made available directly (by you) or indirectly (through a retail outlet such as iTunes) for


download by end users. Any offer that you make through the Marketplace must be consistent with the terms specified in the Developers post for such Application, or otherwise specified by appbackr. Each such offer that you make will not constitute an agreement between you and the Developer until your offer is accepted by such Developer, and such agreement will be subject to the terms of the Developer-Wholesaler Agreement. You acknowledge that all pricing and other terms regarding your purchase and distribution of Copies of the Application are between you and the Developer. 3.2 Buy Out Option. For any Application posted to the Marketplace, the Developer may have proposed to allow one Buyer to offer to be the exclusive Buyer of all available Copies of the Application for a specified period of time. If this Buy Out feature is enabled, you may offer to be the exclusive Buyer of all Copies of the Application for the specified period of time. If accepted by the Developer, you will have the right, but not the obligation, to purchase all such Copies made available by the Developer for such period. 3.3 Aggregate Minimum Purchase Option. For any Application posted to the Marketplace, the Developer may also have required that an aggregate minimum number of Copies be purchased by one or more Buyers before any Copies of the Application may be released to retail outlets for download by end users. For any Application for which this aggregate minimum purchase option is required, the Developer will receive no money from you (or other Buyers) until the threshold is met. If the aggregate minimum purchase threshold is not met by the date specified by the Developer, any earlier offers you made to purchase Copies of such Application will be deemed not accepted. 3.4 Applications for Sale through iTunes. For any Application to be sold through iTunes, In-app Revenue Sales will be credited to each Buyer according to the following formula: In-app Revenues Sales multiplied by the Copies you purchased divided by the total number of Copies purchased by Buyers. You acknowledge that given the functionality of iTunes, the Developer will serve as your agent in connection with posting to iTunes Copies of any Application purchased by you, as more fully set forth in the Developer-Wholesaler Agreement. 3.5 Rejected Applications. We reserve the right to remove any Application from the Marketplace if the integrity of the Marketplace is threatened by such Application, in our sole discretion. For any Application intended to be sold through iTunes, if the Application is rejected by iTunes and cannot be revised sufficiently by the Developer to be accepted by iTunes, any earlier offer from you to purchase Copies of such Application will be deemed not to be accepted and associated funds will be returned to you. For any Application removed from the Marketplace by appbackr or rejected by iTunes, any associated commissions under Section 7.1 shall remain due to appbackr (but any payments owed by you for purchased Copies already downloaded by end users and any refunds owed by the Developer for any purchased Copies not yet downloaded by end users shall be subject to the Developer-Wholesaler Agreement, unless agreed otherwise by you and the Developer). 3.6 Terminated Developer. In connection with any Application for which you purchase Copies, if the Developers account with appbackr is terminated and it is determined that, as a result of the events giving rise to such termination, further downloads of Copies by end users should not be allowed, appbackr shall be due the commissions it would have received if all Copies purchased by you as of such termination had been downloaded to end users on the terms in effect as of such termination. The Developers obligations to you in connection with any such termination shall be as set forth in the applicable Developer-Wholesaler Agreement. 3.7 Risks of Purchasing Copies of Applications. You acknowledge that there are certain risks in purchasing Copies of Applications, especially Applications that are still in process upon their posting to the Marketplace. In connection with any Application for which you purchase Copies, appbackr does not represent or warrant that: (i) any retail outlet will approve the Application or make it available for download by end users; (ii) the Application will perform as described by the Developer; (iii) any Copies of the Application will be downloaded by end users; or (iv) that the Application will generate any revenues for you, the Developer, or appbackr. 3.8 Disputes with Developers. We have the right, but not the obligation, to assist with the resolution of any disputes between you and any Developer. You agree that appbackr will not be liable for any such action taken. 4. Acceptable Use.

4.1 Marketplace Use Guidelines. In connection with your use of the Marketplace, you shall not do any of the following: 2

(a) (b) (c) (d)

violate any applicable law or regulation, or contractual obligation; infringe a third partys copyright, patent, trademark, trade secret, or other intellectual property or other proprietary right; stalk, harass, defame or harm another individual or entity; spread any software virus, worm, time bomb, corrupted file, Trojan horse or other computer code, file, or program designed or intended to disrupt, damage, overburden, impair or limit the functioning of the Marketplace or any other network; impersonate any person or entity, including a representative of appbackr, or otherwise misrepresent your affiliation with a person or entity; interfere with or disrupt the Marketplace or any other persons use and enjoyment of the Marketplace; or post threatening, abusive, libelous, indecent, graphic, or otherwise inappropriate content to the Marketplace.

(e) (f) (g)

4.2 Removal of Posts. We retain the right, but do not have the obligation, to remove any content posted to the Marketplace by you at any time at our discretion, including if we determine that such content violates any of the guidelines set forth in Section 4.1. 5. Marketing the Application.

5.1 Marketing Costs. You may market any Application for which you purchase Copies independently and/or in partnership with third parties, subject to the terms of the Developer-Wholesaler Agreement and/or any other terms to which you and the Developer agree. You acknowledge that appbackr is not responsible for any marketing or support of such Applications, including any associated costs. 5.2 Information About the Application. You may ask a Developer questions about any Application posted to the Marketplace by such Developer, who may, but is not required to, respond to such questions either through the Marketplace or offline, subject to the Developer-Wholesaler Agreement. You acknowledge that appbackr does not verify any responses provided by Developers to any questions from Buyer or prospective Buyers. 5.3 Application Updates. The Developer may make modifications, improvements or augmentations to any Application, including the implementation of additional features or functions, from time to time in the Developers discretion. Any such modification will be considered part of the Application available through the Marketplace, but will not affect or alter Copies previously purchased by you. 5.4 No Endorsement. appbackr does not warrant that any retail outlet will approve any Application that is posted to the Marketplace, or that end users will purchase downloads of any such Application. appbackr does not endorse, support, represent or guarantee the truthfulness, accuracy, or reliability of any Application or other content posted to the Marketplace, or endorse any opinions expressed in such posts. You acknowledge that any reliance by others on any content that you post to the Marketplace will be your responsibility. 6. Access to the Marketplace; appbackr Services.

6.1 License Grant. Subject to the terms and conditions of this Agreement, appbackr hereby grants to you a limited, non-exclusive, nontransferable right to access and use the Marketplace as set forth herein. You acknowledge that the Marketplace is the property of appbackr, and except for the limited rights granted to you in this Agreement, we reserve all right, title and interest in the Marketplace. 6.2 appbackr Services. In connection with hosting the Marketplace under the terms of this Agreement, and in consideration of the fees set forth in Section 7.1, appbackr will: (a) maintain an accounting of your purchases of 3

Copies of Application(s) through the Marketplace; (b) provide you with periodic reports showing downloads by end users of Copies that you have purchased of Applications (to the extent such data is made available to appbackr by the Developer and/or the relevant retail outlet); and (c) facilitate payments to/from you for such Copies that you have purchased through the Marketplace and/or that have been downloaded by end users at retail outlets. 7. Fees and Payments.

7.1 Appbackr Commission. In partial consideration for your access to the Marketplace and appbackrs performance of the associated services hereunder, for each Copy of an Application purchased by a Buyer, appbackr shall be due commissions as set forth below. Each initial commission shall be due upon your payment for the Copy of the Application, and any follow-up commission shall be due upon distribution by the applicable retail outlet of the proceeds from the download (if any) of such Copy by an end user. In-Process Applications Purchase Price for Each Copy $0.35 Initial Commission $0.10 Follow-Up Commission (If Downloaded By End User) $0.06

Completed Applications Purchase Price for Each Copy $0.45 Initial Commission $0.10 Follow-Up Commission (If Downloaded By End User) $0.00

7.2 Payments to the Developer. For Copies of any Application that you purchase, the Developer will receive an initial disbursement from your payment for such Copies, as well as a follow-up payment if such Copies are downloaded by end users, less the above-noted commissions due to appbackr and any commissions due to the applicable retail outlet, all as set forth in the Developer-Wholesaler Agreement. 7.3 Facilitating Payments. You acknowledge that, pursuant to Section 6.2, appbackr may facilitate distributing the amounts due in accordance with Sections 7.1 and 7.2. You shall cooperate with appbackr in connection with the foregoing, including by forwarding any payments received directly by you from retail outlets for downloads of Copies of Applications purchased by you. You hereby authorize appbackr to establish an arrangement with PayPal or other authorized payment processor for appbackr to send and receive payments from such account pursuant to this Section 7.3. All fees imposed by PayPal or other authorized payment processor shall be the responsibility of the party receiving the payment. 7.4 Taxes. All commissions, compensation, fees and any other amounts due appbackr under this Agreement shall be net of any sales, use, gross receipts, value added, transfer, telecommunications or other taxes. You are responsible for reporting, collecting and remitting to all applicable governmental bodies all applicable taxes associated with any downloads by end users through retail outlets of Copies of Applications purchased by you (if not administered by such retail outlets), and providing applicable resale certificates to the Developer upon request. Notwithstanding anything herein to the contrary, appbackr or its designees may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction(s) contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided, however, that such information is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws.


8. Term and Termination. This Agreement will remain in full force and effect from the time that you register with appbackr as a Buyer until your account is terminated as set forth herein. 8.1 Termination Without Cause by Either Party. Either party may terminate your Buyer account (and this Agreement) at any time without cause, by providing written notice to the other party. Any termination under this Section 8.1 shall be effective immediately. 8.2 Termination for Cause by appbackr. We may terminate your Buyer account (and this Agreement) at any time, by providing written notice to you, for: (i) any breach of Section 2.4, provided you have failed to cure such breach within thirty (30) days after written notice thereof, or (ii) any breach of Section 4.1. Any termination under this Section 8.2 shall be effective immediately. 8.3 Effects of Termination. (a) Termination of your Buyer account (and this Agreement) under either Section 8.1 or 8.2 shall not relieve you or appbackr of any obligation accruing prior to such termination. The foregoing means that you will remain responsible for all of your obligations under this Agreement associated with Copies of Application(s) purchased by you as of such termination until such Copies have been downloaded by end users. Your obligations to Developers in connection with any termination of your Buyer account shall be as set forth in the applicable Developer-Wholesaler Agreement. Termination of your Buyer account (and this Agreement) hereunder shall not preclude either party from pursuing any rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement. Termination of your Buyer account hereunder may involve deletion from our servers and databases of information associated with your account; you hereby acknowledge that appbackr will not have any liability whatsoever to you in connection with any such activities.



8.4 Survival. All provisions of this Agreement which by their nature contemplate performance after the termination of this Agreement shall survive such termination. 9. Intellectual Property.

9.1 Ownership of the Marketplace. You acknowledge that all of the intellectual property rights in the Marketplace and all content, features, and applications available through the Marketplace (excluding your Application(s) and any associated information provided by you) are owned by appbackr or its licensors. You shall not (i) reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, or create derivative works based on the Marketplace; or (ii) rent, lease, loan, or sell access to the Marketplace. We reserve the right to modify, enhance, or discontinue the Marketplace at any time. 9.2 appbackr Marks. All trademarks displayed on the Marketplace, other than any trademarks that you provide, are the property of appbackr or our licensors. You are not permitted to use such trademarks without the prior written consent of appbackr or the appropriate licensor. 9.3 Third-Party Sites. Our provision on the Marketplace of a link to any other website or location is for your convenience and does not signify our endorsement of such other site or location or its contents. We have no control over, do not review, and cannot be responsible for, these outside websites or their content. Access to any other websites linked to the Marketplace is at your own risk. 9.4 Ownership of the Applications. For the avoidance of doubt, despite the references in this Agreement to the purchase and sale of Copies of the Developers Application, each such transaction amounts solely to a sublicensable license to the Application (and the associated right for you to market it) as set forth in the DeveloperWholesaler Agreement, and no intellectual property rights to any such Application are transferred to you in connection with any purchase of Copies of the Application through the Marketplace. 5



10.1 Under no circumstances will appbackr be responsible for: (i) any errors or inaccuracies in the content posted on the Marketplace, whether caused by members of the Marketplace or by any of the equipment or programming associated with or utilized in the delivery of the Marketplace; (ii) any Application offered, negotiated, sold, or bought, or otherwise traded through the Marketplace; (iii) the conduct, whether online or offline, of any member of the Marketplace, including any interaction, communication, misrepresentation, transaction, or other dealing between members, or any failure of a Developer to comply with the terms of the Developer-Wholesaler Agreement; (iv) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication with other members of the Marketplace; (v) any problems or technical malfunction of any hardware or software due to technical problems on the Internet or on of the Marketplace or combination thereof, including any injury or damage to any member of the Marketplace or to any persons computer related to or resulting from participation or downloading materials in connection with the Marketplace; (vi) any loss or damage, including property damage, personal injury, or death, resulting from use of the Marketplace or from any Application or materials posted on the Marketplace; (vii) any interactions between members of appbackr, whether online or offline; (vii) any interactions between you and Developers in connection with your purchase of Copies of Applications; (viii) any interactions between you and retail outlets or end users in connection with the listing or download of Copies of Applications that you purchase; and (ix) the performance of the Marketplace (or the lack thereof). 10.2 THE MARKETPLACE IS PROVIDED AS IS AND AS AVAILABLE. WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT: (I) THE MARKETPLACE WILL MEET YOUR REQUIREMENTS; (II) THE MARKETPLACE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MARKETPLACE WILL BE ACCURATE OR RELIABLE. 11. Limitation of Liability. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL APPBACKR OR OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF THE MARKETPLACE, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. IN NO EVENT WILL APPBACKR BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES. APPBACKRS AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE MARKETPLACE IS LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID TO APPBACKR IN CONNECTION WITH YOUR USE OF THE MARKETPLACE. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law. 12. Indemnification. You shall defend, indemnify, and hold appbackr and any of our subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys fees, made by any third party arising from or related to (i) your acts or omissions in connection with your use of the Marketplace; (ii) any claim by another member of the Marketplace, including a Developer, related to any action or omission by you; (iii) our provision of the Marketplace (except claims arising from our negligence or willful misconduct); (iv) your breach of this Agreement or any Developer-Wholesaler Agreement to which you are a party; or (iv) any inaccuracies in information provided by you to appbackr.




13.1 Governing Law. The Agreement and the relationship between you and appbackr will be governed by the laws of the State of California, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. Any legal action, suit or proceeding arising out of or relating to the Agreement or your use of the Marketplace must be instituted exclusively in the federal or state courts located in the State of California and in no other jurisdiction. You further consent to exclusive personal jurisdiction and venue in, and agree to service of process issued or authorized by, any such court. 13.2 No Assignment. You may not assign your rights under this Agreement without our prior written consent, and any attempted assignment will be null and void. 13.3 Amendments. This Agreement may be modified by us from time to time. If we make material changes to this Agreement, we will notify you by sending an email to your email address, as specified in your Buyer account. Any such amendment will be effective thirty (30) days after being sent to you, and your continued use of the Marketplace after that time will constitute your acceptance of the amendment. 13.4 Force Majeure. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, war, terrorism, governmental act, failures of common carriers (including Internet service providers), acts of God, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible. 13.5 Severability. If any provision of this Agreement is found or held to be invalid or unenforceable by any tribunal of competent jurisdiction, then the meaning of such provision will be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it will be severed from the remainder of this Agreement, which will remain in full force and effect. 13.6 No Intended Third Party Beneficiaries. The parties acknowledge that there are no intended third party beneficiaries to this Agreement, including, without limitation, any Developers. 13.7 Entire Agreement; No Waiver. This Agreement constitutes the entire agreement between you and appbackr regarding the use of the Marketplace. Our failure to exercise or enforce any right or provision of the Agreement will not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. 13.8 Notices. We may give notice to you by email, a posting on the Marketplace, or other reasonable means. You must give notice to appbackr in writing via email or as otherwise expressly provided. Please contact us with any questions regarding this Agreement by emailing us at: support@appbackr.com.