Developers Addendum

GeJjar Baltic JSC

Updated May 9, 2014

By clicking on the "I agree" button, (1) you agree to be bound by this Developers Addendum (this "Addendum") and any other terms referenced below and (2) you represent that you have the authority to enter into this Addendum, personally or if you have named a company as developer, on behalf of that company (you or any such company, "Developer" or "you"), and to bind the Developer to this Addendum. If you do not agree to all the terms and conditions of this Addendum, including any other terms referenced below, or if you do not have such authority, you should click on the "Cancel" button to discontinue.

GENERAL

This Addendum is a legal agreement between Developer and GeJjar Baltic JSC ("GetJar") for the products and services described in this Addendum. By accepting this Addendum, you are also agreeing to GetJar's Terms of Use and Privacy Policy. This Addendum is a part of GetJar's Terms of Use. To the extent any term of this Addendum is inconsistent or conflicts with any term of the (1) Terms of Use, this Addendum will control with respect to the subject matter of this Addendum or (2) Privacy Policy, the Privacy Policy will control. Capitalized terms used in this Addendum but not defined in this Addendum have the meanings given to them in the Terms of Use.

DISTRIBUTION OF DEVELOPER MOBILE APPLICATIONS

As used in this Addendum, "App" means a software application uploaded by Developer to the GetJar Site. Apps are Your Materials under the Terms of Use, and Developer retains its ownership rights in Apps. Developer may upload Apps to the GetJar Site and activate them for distribution to consumers. All management of Apps (including uploading and deletion) is subject to the procedures and policies established by GetJar for the GetJar Site, as they may change from time to time, with or without notice.

ADVERTISING SERVICES

As part of the GetJar Services, GetJar may provide access to GetJar's online advertising services or programs ("Programs"). After Developer establishes an Account with GetJar (as provided below), Developer may create advertising campaigns for Apps. To create an advertising campaign through the GetJar Site, for each campaign, Developer follows the procedures and policies established on the GetJar Site. Steps to create a campaign include: (i) selecting advertising target options and keywords ("Ad Options"); (ii) uploading advertising content and information, URLs, and other of Your Materials to the GetJar Site; (iii) specifying a payment amount (as defined below) that Developer offers to pay for GetJar's advertising services (the "Fee"); and (iv) paying GetJar the Prepaid Fees (as provided below) in an amount sufficient to cover Developer's campaign.

The preference of display of Your Material will be determined by GetJar's proprietary algorithms, which will include a factor for the Developer's payment amount relative to other parties' offers for placement of their own ads that fall within the same set of Ad Options. GetJar may place Your Materials that you upload to a GetJar Site within the set of Ad Options selected by Developer, in any content or property provided by GetJar or a third-party GetJar partner. GetJar reserves the right to accept or reject campaigns in its sole and absolute discretion. GetJar is not liable or responsible for any acceptance or non-acceptance of any campaign. When Developer creates a campaign, Developer offers to pay the amount of the applicable fee and conclusively approves all placements of Developer's advertisements by GetJar. GetJar or GetJar partners may reject or remove an ad at any time with or without cause.

GetJar may make available reports related to the Programs. Any such reports constitute GetJar Materials under the Terms of Use. GetJar may modify or cease providing any reports at any time with or without notice.

If GetJar enters into a separate Insertion Order or written agreement with you for delivery of advertising services, then those terms, and not this Addendum, apply to those advertising services.

Account Access - Account, Password and Security

Access to or use of the GetJar Services requires Developer to register an Account on the GetJar Site. Developer receives (or chooses) a password upon completing the registration process. Developer is responsible for maintaining the confidentiality of the password, and any activity initiated by Developer. Developer shall (i) promptly notify GetJar of any unauthorized use of Developer's Account or any other breach of security known to Developer and (ii) complete the exit from the Account at the end of each session.

Campaigns

After Developer establishes an Account, Developer may, from time to time, send GetJar an Insertion Order for any of four types of campaigns:

  1. Fixed Placement Ad. Developer contacts the GetJar Ad Operations team concerning an Insertion Order for placement of Your Material, in selected positions on GetJar Sites during a specific interval. "Insertion Order" means a GetJar Insertion Order form or some equivalent written document (e.g. Developer purchase order) signed by Developer to confirm Developer's budget and authorization for GetJar to proceed with a campaigns.
  2. Pay Per Download (PPD). Developer uses either the GetJar Developer Portal or contacts the GetJar Ad Operations team to place Your Material in positions on GetJar Sites determined by GetJar's App quality score for the Developer's Mobile Application and the PPD Fee bid price. For each App that is in a campaign ("Sponsored App") delivered in a Pay-Per-Download Ad campaign, GetJar deducts the applicable PPD Fee and applicable taxes, if any, from the Account. GetJar charges the PPD Fee to the Account when: (i) for iPhones, the user clicks on the GetJar-provided URL referring user to the iPhone app store (for example, iTunes), or (ii) for any other device, the download is initiated, regardless of completion of the download.
  3. Custom Ad. Developer contacts the GetJar Operations Team concerning large scale unique campaigns.

Discontinuing or Pausing Ad Campaigns

Either Developer or GetJar may discontinue or pause any campaign upon reasonable written notice. Developer may apply to a new campaign any balance of Prepaid Fees remaining in the Account following discontinuance of a campaign until the funds in the Account are fully depleted. Payments into the Account are not refundable. If Developer notifies GetJar to discontinue or pause a campaign after a GetJar partner has already agreed to run the campaign in accordance with Developer's selected Ad Options, then GetJar may not be able to immediately stop the partner's display of the respective campaign. In such event, GetJar may deduct from the Account any Fees incurred after a discontinuance or pause date requested by Developer until the pause or discontinuance is fully implemented. If GetJar discontinues or pauses any campaign and such discontinuance or pause was not requested by Developer, then Developer is not responsible for any PPD Fee incurred on campaigns run after the date of GetJar's notice of pause or discontinuance.

PAYMENT

Account Funding

Before any Pay-Per-Download ("PPD") campaign starts, Developer must deliver Pre-paid Fees into its Account subject to applicable minimum increments stated on the GetJar Site.

Insufficient Funds on Account

If GetJar determines that the remaining Account balance is insufficient to cover a campaign, GetJar may pause or discontinue the campaign pending GetJar's receipt of additional Prepaid Fees into the Account. Any amounts overcharged by GetJar in excess of the Account balance authorized by the Developer will be credited back to the Developers Account.

Taxes

Developer payments are due free and clear of (and without deduction or withholding for) any sales, value-added, commodity or other tax, charge, fee, deduction or withholding. If any such tax, charge, fee, deduction or withholding is required to be withheld from any amounts payable to GetJar under this Agreement, Developer shall increase the amounts payable to the extent necessary to yield to GetJar the amounts due as determined by this Addenda.

Invoices / Overdue Payment

GetJar's Invoices for payments are due and payable immediately upon receipt on amounts not deducted from Developer's Account. Any amounts not paid when due bear interest at the rate of one and one half percent (1.5%) per month, or the maximum legal rate if less.

PROPRIETARY

Ownership

As between the parties, Developer, its partners and licensors exclusively own any Intellectual Property Rights in any of Your Material and any Developer Service. As between the parties, GetJar, its partners and its licensors exclusively own any Intellectual Property Rights in any GetJar Material and GetJar Service. Each party represents that it has sufficient ownership and rights to grant the licenses granted herein and to enter into this Agreement.

Licenses from GetJar Granting Rights to Developer

While this Addenda remains in effect, GetJar grants Developer a nontransferable, nonexclusive, worldwide, revocable license (without the right to sublicense) to (i) access and use the GetJar Service as provided herein; (ii) to internally use the executable GetJar tools in object code format solely for the purpose of developing Apps for handheld devices, (iii) internally reproduce and use the GetJar tool documentation in support of the development described in clause (ii); (iv) distribute to Developer's end users that have appropriate entitlement, the binary code of GetJar tools as incorporated into Developer's Apps but not as standalone items.

Licenses from Developer Granting Rights to GetJar

Developer grants GetJar a nontransferable, nonexclusive, worldwide, revocable license to reproduce, display and distribute Apps and Your Materials through the GetJar Service or sites or services of GetJar's advertising or distribution partners. Once copies of a deleted App are no longer available through the GetJar Service or sites or services of GetJar partners, Developer's license authorizations to GetJar terminate under this Addendum with respect to that App.

Restrictions on Licenses

Except as provided in this Agreement, neither party shall or shall allow others to (i) use, reproduce, distribute, display, sell, offer for sale, rent, lease, loan, license, distribute, exploit for any commercial purposes, or create derivative works based on any content provided or made available to it by the other party in accordance with this Agreement; (ii) disassemble, reverse compile, reverse engineer or otherwise attempt to derive the source code form or structure of the other party's content provided in binary code, except to the extent that such restriction is not legally enforceable, in which event, the party seeking to derive source code from the other party's binary code shall first request such information from the other party and enter into a confidentiality and use limitation agreement concerning such source code; or (iii) use or export any content in violation of applicable laws. Each party shall, with respect to the other party's content in its custody, preserve all copyright and other proprietary rights notices in the other party's Item.

Support

Except as provided in this Agreement, each party provides end user support in accordance with its then current standard polices.

THIRD PARTY CLAIMS

Infringement of Intellectual Property Rights / US DMCA and EU ECA Safe Harbor

If Developer finds any content on the GetJar Service that infringes, misappropriates or misuses Developer's Intellectual Property Rights, Developer may ask GetJar to remove such content from the GetJar Service in a written notice ("Claim") that includes the following: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (ii) a description of the copyrighted work or other intellectual property that is the subject of the Claim; (iii) the location of the content that is the subject of the Claim; (iv) the address, telephone number, and email address for GetJar's response to Developer; (v) a statement that Developer has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by Developer, made under penalty of perjury, that the above information in the Claim is accurate and that Developer is the copyright or intellectual property owner or otherwise authorized to act on the copyright or intellectual property owner's behalf. GetJar's agent for notice of a Claim can be reached by email at support@getjar.mobi. In response to the Claim, GetJar will proceed in accordance with the applicable notice and take-down procedures under the controlling law for this Agreement.

POLICIES AND COMPLIANCE

Developer's participation in the Programs is subject to compliance with GetJar's then-existing advertising criteria and specifications (including content limitations, technical specifications, bid policies, privacy policies, user experience policies, community standards regarding obscenity or indecency and other editorial or advertising policies) (collectively "Policies"), the current versions of which may be located on the GetJar Site. Policies may be modified by GetJar at any time with or without notice. It is Developer's obligation to submit Ad Options, Ads, and bids in accordance with the Policies. Developer agrees that Developer will advertise only Developer's Apps that are available for download on the GetJar Site.

Developer is solely responsible for all Ad Options, Ads, and Apps, which constitute Your Materials under the Terms of Use. Developer is solely responsible for all websites and pages to which Ads link or direct users, which constitute Your Sites under the Terms of Use, and for all services and resources advertised, which constitute Your Services under the Terms of Use.

In addition to conduct requirements referenced in the Section below entitled Termination of Access under the reference "Your Conduct", Developer shall not (i) generate any automated, fraudulent or otherwise invalid impression, inquiry, conversion, click, download, or other false action; (ii) use any automated means or form of scraping or data extraction to access, query or otherwise collect advertising related information from any GetJar Service; or (iii) advertise anything illegal or engage in any illegal or fraudulent business practice.

WARRANTY AND INDEMNITY

Developer represents, warrants, and covenants that: (a) Developer is the authorized owner or representative of Your Materials, Your Sites, and Your Services and any sites or services to which Ads will link, with sufficient authority to agree to be bound by this Addendum with respect thereto; (b) Developer shall be responsible for offering and selling the Apps featured in Ads, including without limitation, any invoicing, product returns or replacement, customer service, and payment of any taxes and charges; (c) with respect to information submitted for the purpose of enrolling as an advertiser, Developer will at all times provide only information that is accurate, complete, and current; and (d) all Your Materials (including Apps), Your Sites, and Your Services, including all portions thereof, (i) do not violate any law or regulation of any governmental agency, including, but not limited to, any applicable law or regulation relating to data privacy or personal data; (ii) do not infringe in any manner on any copyright, patent, trademark, trade secret or any other intellectual property rights of any third party; (iii) do not breach any rights of any person or entity, including without limitation rights of publicity or privacy; (iv) are not false or misleading; (v) do not involve hate activity or promoting violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; and (vi) are not defamatory, libelous, slanderous or threatening.

Developer agrees to indemnify and hold harmless GetJar and its Affiliates, Publishers, and partners, and GetJar's and their officers, employees and agents, and other users, from and against any and all loss, cost (including reasonable attorneys' fees), liability, damage, and expense arising from or relating to any claim or demand made by any third party arising out of or related to (a) any alleged breach of any representation or warranty made by Developer or breach or default by Developer of any of Developer's other obligations hereunder or (b) Ads or Apps. Publishers shall be deemed third party beneficiaries of the above indemnity. This indemnity does not limit any other indemnification obligations under the Terms of Use.

DEVELOPMENT MATERIALS

GetJar may provide through the GetJar Site certain computer software and/or documentation that GetJar identifies for Developer's use in developing its Apps (collectively, "Development Materials").

Subject to the terms and conditions of this Addendum, GetJar grants Developer a nontransferable, nonexclusive, revocable license (without the right to sublicense) to (1) internally install and execute the software Development Materials, in executable object code format only, solely for the purpose of developing Developer's Apps for handheld devices, (2) internally reproduce and use the documentation Development Materials in support of the development described in clause (1), and (3) distribute to Developer's end users the Development Materials as incorporated into Developer's Apps.

DISCLAIMERS AND LIMITATIONS ON LIABILITY

The disclaimers and limitations of GetJar's liability set forth in the Terms of Use apply to this Addendum.

In addition, and without limiting the foregoing, Developer expressly agrees that the use of GetJar Services and Programs are at Developer's own risk. GETJAR SERVICES AND PROGRAMS ARE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. Neither GetJar nor any of its licensors, employees, agents, consultants or contractors makes any warranty or representation whatsoever regarding GetJar services and Programs, any information, services or products provided or available through or in connection with GetJar services and Programs or any results obtained through the use thereof. As a further limitation of liability, GetJar's liability under this Addendum is limited in all cases to the aggregate amount of Fees paid by Developer, plus the residual amount in Developer's Account.

TERMINATION

Termination of Addendum

This Addendum and the licenses granted above are effective on the date Developer clicks on the "I Agree" button and will continue unless and until this Addendum is terminated by either party pursuant to this section or as specified in this Addendum. GetJar may terminate this Addendum immediately upon notice to Developer if Developer breaches any of the terms of this Addendum or any other terms referenced in this Addendum. Developer may terminate this Addendum at any time, with or without cause, by sending either an email to advertise@getjar.mobi with Developer's name and the subject "TERMINATION OF DEVELOPERS ADDENDUM" or a letter by mail to: GetJarBaltic JSC, Kalvariju str. 300, LT-08318, Lithuania, or to such other address as GetJar may specify by posting the new address on the GetJar Site. Upon termination, all existing ad campaigns will be deemed cancelled as provided above, the licenses granted above will terminate, and Developer will immediately destroy any copies of the Development Materials in its possession.

Termination of Access

If necessary to remediate Developer's breach of the conduct policy (www.getjar.mobi/info/terms/) under the heading "Your Conduct"), or privacy policy (www.getjar.mobi/info/privacy/) or any legal action, GetJar may terminate Developer access to or use of the GetJar Service or any portion thereof (including any Developer Account password), and remove and delete any Developer content within the GetJar Service. GetJar may also at any time modify or discontinue providing, temporarily or permanently, any of the GetJar Service or any GetJar Material, or any parts of the foregoing.

NO ASSIGNMENT

Neither the rights nor the obligations arising under this Addendum are assignable by Developer, and any attempted assignment or transfer will be void and without effect.