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Developer and Merchant Terms of Service

1. Definitions

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

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

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

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

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

2. Acceptance of this Agreement

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

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

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

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

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

3. Use of Uptodown by the Developer

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

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

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

4. License Grant

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

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

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

5. Product Removal

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

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

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

6. Representations and Warranties

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

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

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

7. Merchant

Uptodown Fees

1. This Agreement covers the revenue shared between Uptodown and the developer generated by the sale of Apps or In-app purchases. The sale price for the Apps or in-app products is determined by you. Your products must be priced in accordance with any pricing guidelines established by Uptodown. Uptodown shall include taxes according to the user’s country and may apply fixed fees according to the payment method used (i.e. credit cards). If the App is free or has no In-app purchases, you will not be entitled to receive any payment.

2. The price you set for Apps or digital goods within the Apps shall determine the amount of payment you receive. The amount to be paid to you for the sales made through the Uptodown App Store is equal to the sale price minus the fee that corresponds to Uptodown Technologies SL. Such amount shall be paid to you according to this Agreement.

3. You are responsible for collecting and paying all indirect taxes for the sale of Apps or digital goods within the Apps to the appropriate taxation authorities.

4. The applicable revenue share is 80% for the developer and a 20% fee for Uptodown Technologies SL.

5. Uptodown may have subsidiaries and affiliates around the world. Sometimes, these companies shall provide the Services to you on behalf of Uptodown itself. By agreeing to these Terms, you acknowledge and consent to Subsidiaries and Affiliates being entitled to provide the Services to you.

6. Refunds: All sales are final. No refunds or returns shall be granted. All purchases of Apps or digital goods within Apps are final. We do not accept App returns or refunds. Once the user has purchased an App or an item within an App, we encourage the user to download (if applicable) and access it promptly to be sure the user has received it. Once the user purchase an App or a good within an App and we make it available to him/her, the user bear the responsibility for completing the download (if applicable) and for all risk of loss after downloading or accessing the App, including any loss due to a mobile device malfunction.

7. Failure to pay the Uptodown fee entitles Uptodown to suspend your Developer Account and the distribution of your Apps through the Uptodown App Store. In any case, Uptodown shall be entitled to offset the amount due with any other amount that you would normally be entitled to receive under this Agreement.

Payments

1. You shall receive payments related to the sale of Apps, as determined by the amount stated on your Developer Account.

2. You shall submit a legal and valid email address for correspondence in relation to Merchant Services.

3. You shall submit a legal and valid bank account and other banking information where your payment shall be transferred.

4. Uptodown may request additional documentation from you in order to complete the transactions or withdrawals.

5. As a security measure, Uptodown may impose transaction limits relating to the value of any transaction or withdrawal, the cumulative value of all transactions or withdrawals during a period of time, or the number of transactions or withdrawals per day or another period of time.

6. Uptodown shall not hold any responsibility towards you if we do not proceed with a transaction or withdrawal that would exceed any limit established by us due to a security reason.

7. Uptodown Technologies shall invoice on behalf of the developer.

8. You may withdraw your earnings by accessing your Developer account. You shall be responsible for all expenses and taxes related to such transaction.

9. There shall be a minimum amount established in order to proceed with the withdrawal of your earnings.

10. You shall be responsible for any bank fees that Uptodown may incur relating to the payments made to you. Uptodown shall be entitled to deduct that fee from your payment.

11. The final invoice shall include the corresponding VAT if the developer is located in the EU and Under Article 196 Council Directive 2006/112/EC this supply is subject to the reverse charge procedure.

8. Applicable law and jurisdiction

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

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