This APPSFUNDER DEVELOPER AGREEMENT (“Agreement”) between mobile device application developers (“Developer”) and AppsFunder Ltd. (“AppsFunder”) sets forth the terms and conditions for your use as a Developer of AppsFunder’s crowd funding website (“Website”) available at AppsFunder.com and associated services
(Both (i) your checking of the “I Accept” box below and (ii) your use of the Website 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 Website.
Developer and AppsFunder agree as follows:
1. Introduction
. Subject to the terms and conditions of this Agreement, you may use the Website to solicit funding (‘Funding’) from funders of any of your completed or in-process mobile device applications (each, an “Application”). Each Funding of your Application through the Website results in an initial payment to you, and follow-up refunds generated by the revenues of the Application on the App Store, or Google Play.
2. Your Account.
2.1 Registration.
In order to post your Applications to the Website, a valid Developer account will be automatically created with AppsFunder. 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. 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 AppsFunder, you must be at least 18 years old. If you are using the Website 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 Website unless you are verified by AppsFunder as a Developer in good standing. This Agreement will automatically terminate if you are not a Developer in good standing, or if you are barred from using the Website under laws applicable to you.
2.3 Payment Processing.
To use the Website, you must also acquire and maintain in good standing a valid payment account from PayPal or other payment processor authorized by AppsFunder Upon AppsFunder’s reasonable request, you must cooperate in any investigation in connection with your payment account.
2.4 Account Access.
To use the Website in connection with any Application to be sold through a Retail Outlet, you must also (i) register and remain registered with the iTunes Connect, Google Play , and/or any other developer platform on which you choose to sell your apps to end users, (ii) grant AppsFunder the necessary permissions, through iTunes Connect, Google Checkout, and/or any other account on which you are able to access and view your sales and financial information. For iTunes Connect, you grant AppsFunder the finance admin access, which allows AppsFunder to access and view the “Sales and Trends” and “Financial Reports” areas of your iTunes Connect account; for Google Checkout, you grant AppsFunder the Orders Read-only access to view your order inbox.
AppsFunder will invite the Developer to grant access. In case the Developer fails to provide the requested access in a timely manner, AppsFunder may remove the Application and cancel the funding project entirely. In such a case, the collected funds will be promptly returned to the funders. It's the sole decision of AppsFunder to consider if the access was provided on a timely manner or not.
2.5 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 AppsFunder 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. Funding Your Application Through the Website.
3.1 Posting an Application to the Website.
You may post any of your Applications, whether such Application is in the process of being developed or already completed. In-process Applications are subject to additional terms, including a requirement that you complete such Application within a specified timeframe, as more fully set forth in Sections 3.4 and 3.5 below.
3.2 Receiving funds.
When you post an Application to the Website, you are soliciting funding from potential Funders who are members of the Website. Each such funding that you accept constitutes an agreement between you and that Funder, subject to the terms of the Developer-Funder Agreement.
3.3 Details of Your Posts.
Each post that you make to the Website must specify the following: (i) the features and functions of the Application; (ii) whether the Application is completed or in process; (iii) if in process, the date that you expect the Application to be completed and available for download by end users; (iv) the funding need per milestone; (v) at least one milestone that can be evidenced according section 3.5; (vi) the target amount of the milestone to be funded; ivii) any biographical information about you that you deem appropriate to share with potential Funders and other users of the Website. Each post that you make to the Website must conform to any restrictions specified by AppsFunder, including, without limitation, the requirements under Section 4.1 below.
3.4 Milestone funding.
The funding of your Application on AppsFunder is subject to a milestone-approach, meaning the total funding target will be split into at least one milestone, before allowing funding for the next milestone. When submitting your Application to the Website, you will be asked to specify at least one milestone before your Application is made available on the App Store or Google Play.
3.5 Milestone evidence.
Before AppsFunder allows you to start collecting funds for the next milestone of your Application on the Website, AppsFunder will ask you to provide evidence that the funds received for the milestone has been used for the successful execution of the milestone. In case you are unable to provide the requested evidence, for whatever reason or cause may be, you will allow AppsFunder access to all related data and info on the Application, this in order for AppsFunder to take over the development and launch the Application. AppsFunder will require you to deliver the evidence of the execution of the milestone not later than 60 days after the completion of milestone funding.
3.6 All-or-nothing funding.
AppsFunder uses an all-or-nothing funding approach, meaning you receive the collected funds only in case your Application on the Website has reached the target amount within the set period, as specified in Section 3.2.
3.7 Funding threshold.
Upon successful funding of a milestone, Developer will receive a first part of the total sum per milestone. Developer will be aksed to provide an update after one month, against which the next part of the funds will be made available. Funds will be made available only if evidence on the work executed is accepted as being sufficient by AppsFunder.
3.8 Funding options.
Funding of an Application on the Website can be done by offering a least of the below funding options:
- Rewards: : Funders fund an Application by pledging an amount from $1.00 or its corresponding amount in GBP and EURO. Funders receive iin return a reward pack, defined by the project owner.
- Revenue share: Funders fund
o $25.00, or its equivalent in GBP and EURO, to receive $40.00 or its corresponding amount in GBP and Euro from the revenues of the Application once made available on the App Store or Google Play.
o $50.00, or its equivalent in GBP and EURO, to receive $80.00 or its corresponding amount in GBP and Euro from the revenues of the Application once made available on the App Store or Google Play.
o $100.00, or its equivalent in GBP and EURO, to receive $220.00 or its corresponding amount in GBP and Euro from the revenues of the Application once made available on the App Store or Google Play.
3.9 Payback to Funders.
Rewards
The fulfillment of rewards are handled by the project owner. The correct execution is his sole responsibility.
Revenue share
As soon as the Application funded on the Website has been made available on the App Store or Google Play, the Developer will use the revenues generated by the Application to pay back first the Funders that funded the Application on AppsFunder. As Specified in Section 2.4, AppsFunder will be granted the necessary Account Access in order to supervise and adjust the correct payback to Funders.
3.10 Rejected Applications.
We reserve the right not to allow the posting of any particular Application to the Website, and to remove any Application from the Website that had previously been allowed if the integrity of the Website is threatened by such Application (including by violating any of the requirements of Section 4.1), in our sole discretion. For any post that you make to the Website for an Application intended to be sold through the App Store or Google Play if the Application is rejected by these marketplaces and cannot be revised sufficiently to be accepted by these marketplaces, any earlier funding from Funders will be deemed not to be accepted and associated funds will be returned to such Funders. For any Application removed from the Website by AppsFunder or rejected by the App Store or Google Play, any associated commissions under Section 7.1 shall remain due to AppsFunder.
3.11 Disputes with Funders.
We have the right, but not the obligation, to assist with the resolution of any disputes between you and any Funder. You agree that AppsFunder will not be liable for any such action taken.
4. Acceptable Use.
4.1 Website Use Guidelines.
In connection with your use of the Website, you shall not do any of the following (or post an Application that does any of the following): (a) violate any applicable law or regulation, or contractual obligation; (b) infringe a third party’s copyright, patent, trademark, trade secret, or other intellectual property or other proprietary right; (c) stalk, harass, defame or harm another individual or entity; (d) 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 Website or any other network; (e) impersonate any person or entity, including a representative of AppsFunder, or otherwise misrepresent your affiliation with a person or entity; (f) interfere with or disrupt the Website or any other person’s use and enjoyment of the Website; or (g) post threatening, abusive, libelous, indecent, graphic, or otherwise inappropriate content to the Website.
4.2 Removal of Applications or Other.
We retain the right, but do not have the obligation, to remove any Application, information or other content posted to the Website by you at any time at our discretion, including if we determine that such Application or associated content violates or is alleged to violate any of the guidelines set forth in Section 4.1.
5. Responsibility for the Application.
5.1 Necessary Rights.
You represent and warrant that you have all rights in each Application that you post to the Website necessary to authorize Copies of such Application to be distributed (and downloaded) as contemplated by this Agreement.
5.2 Development and Support Costs.
You are solely responsible for the development and support of your Applications, including any associated costs. AppsFunder shall not be responsible for supporting any of your Applications.
5.3 Application Updates.
You may make modifications, improvements or augmentations to your Application, including the implementation of additional features or functions, from time to time in your discretion. Any such modification will be considered part of the Application available through the Website.
5.4 No Endorsement.
AppsFunder does not warrant that the App Store or Google Play will approve any Application that you post to the Website, or that end users will purchase downloads of any Application that you post to the Website. AppsFunder does not endorse, support, represent or guarantee the truthfulness, accuracy, or reliability of any Application or other content posted to the Website, or endorses any opinions expressed in such posts. You acknowledge that any reliance by others on content that you post to the Website will be your responsibility.
6. Access to the Website; AppsFunder Services.
6.1 License Grant.
Subject to the terms and conditions of this Agreement, AppsFunder hereby grants to you a limited, non-exclusive, nontransferable right to access and use the Website as set forth herein. You acknowledge that the Website is the property of AppsFunder, and except for the limited rights granted to you in this Agreement, we reserve all right, title and interest in the Website.
6.2 AppsFunder Services.
In connection with hosting the Website under the terms of this Agreement, and in consideration of the fees set forth in Section 7.1, AppsFunder will: (a) maintain an accounting of the funding of your Application(s) through the Website, and (b) facilitate payments to/from you for the funding of your Application(s) purchased through the Website and/or downloaded by end users at the App Store or Google Play.
7. Fees and Payments.
7.1 AppsFunder’s fees.
AppsFunder charges the following fees to the Developer for posting his Application on the Website:
1. A success fee upon successful funding of the milestone in due time of 8% on the collected funds.
2. A percentage on the revenues generated by the Application once sold on the App Store or Google Play of 5%.
7.2 Payments to the Funder.
In exchange for the funding by the Funder, the Funder will receive a portion of the proceeds actually distributed by the App Store or Google Play t (less any commissions due to such Retail Outlet and the above-noted commissions due to AppsFunder) as set foreword in Section 3.8.
7.3 Payment Arrangement for Developers.
The Developer shall be responsible for paying AppsFunder amounts due in accordance with Sections 7.1 and 7.2 no later than five (5) days after receiving each invoice from AppsFunder.
7.4 Taxes.
All commissions, compensation, fees and any other amounts due AppsFunder under this Agreement shall be net of any sales, use, gross receipts, value added, transfer, telecommunications or other taxes. The Funder is 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 the Funder (if not administered by such Retail Outlets), and providing applicable resale certificates to you upon your request. Notwithstanding anything herein to the contrary, AppsFunder 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 AppsFunder as a Developer until your account is terminated as set forth herein.
8.1 Termination Without Cause by Either Party.
Either party may terminate your Developer 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 AppsFunder.
We may terminate your Developer account (and this Agreement) at any time, by providing written notice to you, for: (i) any breach of Section 2.5 or 3.5 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 Developer account (and this Agreement) under either Section 8.1 or 8.2 shall not relieve you or AppsFunder 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 your Application(s) purchased by Funders as of such termination. In the event that your Developer account is terminated under Section 8.2 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, you shall be responsible for paying AppsFunder the amounts (including for commissions) that AppsFunder would have received if all Copies purchased by Funders as of such termination had been downloaded to end users on the terms in effect as of such termination. Your obligations to Funders in connection with any termination of your Developer account shall be as set forth in the applicable Developer- Wholesaler Agreement. (b) Termination of your Developer 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. (c) Termination of your Developer account hereunder may involve deletion from our servers and databases of information associated with your account and Applications you have posted to the Website; you hereby acknowledge that AppsFunder 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 Website.
You acknowledge that all of the intellectual property rights in the Website and all content, features, and applications available through the Website (excluding your Application(s) and any associated information provided by you) are owned by AppsFunder or its licensors. You shall not (i) reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, or create derivative works based on the Website; or (ii) rent, lease, loan, or sell access to the Website. We reserve the right to modify, enhance, or discontinue the Website at any time.
9.2 Ownership of Your Applications.
As between you and AppsFunder, you retain all rights, title and interest in your Applications and any associated information provided by you to AppsFunder (and all intellectual property rights therein), and AppsFunder and Funders acquire no rights other than those expressly granted herein. For the avoidance of doubt, despite the references in this Agreement to the “purchase” and “sale” of Copies of your Application, each such transaction amounts solely to a sub licensable license to your Application (and the associated right for Funder to market it) as set forth in the Developer-Wholesaler Agreement, and no intellectual property rights to any such Application are transferred to the Funder in connection with any purchase of Copies of the Application through the Website.
9.3 Copyright Complaints.
If you believe that your work has been copied in a way that constitutes copyright infringement; please provide our copyright agent the following information: (a) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) A description of the copyrighted work that you claim has been infringed; (c) A description of where the material that you claim is infringing is located on the Website; (d) Your address, telephone number, and email address; (e) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Our copyright agent for notice of claims of copyright infringement on the Website can be reached by directing an email to the copyright agent at .
9.4 Licenses Granted to AppsFunder.
Subject to the terms and conditions of this Agreement, you hereby grant to AppsFunder a non-exclusive, non-transferable, fully paid-up, worldwide license during the term of this Agreement to (i) use, reproduce, and display on the Website your Application(s), associated trademarks, and any associated information provided by you; and (ii) use, reproduce, modify, display, distribute, and make available to Funders any information associated with Copies of your Applications purchased by such Funders. You also hereby grant to AppsFunder a perpetual, non-exclusive, worldwide, royalty-free license to use, modify, distribute, perform, display and reproduce your trademarks and any information provided by you associated with your Applications, for the sole and limited purposes of promoting AppsFunder and associating your Application with AppsFunder.
9.5 AppsFunder Marks.
All trademarks displayed on the Website, other than any trademarks that you provide, are the property of AppsFunder or our licensors. You are not permitted to use such trademarks without the prior written consent of AppsFunder or the appropriate licensor.
9.6 Third-Party Sites.
Our provision on the Website 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 Website is at your own risk.
10. Disclaimers.
10.1 Under no circumstances will AppsFunder be responsible for: (i) any errors or inaccuracies in the content posted on the Website, whether caused by members of the Website or by any of the equipment or programming associated with or utilized in the delivery of the Website; (ii) any Application offered, negotiated, sold, or bought, or otherwise traded through the Website; (iii) the conduct, whether online or offline, of any member of the Website, including any interaction, communication, misrepresentation, transaction, or other dealing between members, or any failure of a Funder 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 Website; (v) any problems or technical malfunction of any hardware or software due to technical problems on the Internet or one of the Website or combination thereof, including any injury or damage to any member of the Website or to any person’s computer related to or resulting from participation or downloading materials in connection with the Website; (vi) any loss or damage, including property damage, personal injury, or death, resulting from use of the Website or from any Application or materials posted on the Website; (vii) any interactions between members of AppsFunder, whether online or offline; (vii) any interactions between you and Funders in connection with the purchase of Copies of your Applications; (viii) any interactions between you and Retail Outlets or end users in connection with the listing or download of Copies of your Applications; and (ix) the performance of the Website (or the lack thereof).
10.2 THE WEBSITE 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 WEBSITE WILL MEET YOUR REQUIREMENTS; (II) THE WEBSITE 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 WEBSITE WILL BE ACCURATE OR RELIABLE.
11. Limitation of Liability.
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL APPSFUNDER 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 WEBSITE, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. IN NO EVENT WILL APPSFUNDER BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES. APPSFUNDER’S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE WEBSITE IS LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID TO APPSFUNDER IN CONNECTION WITH YOUR USE OF THE WEBSITE. 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 AppsFunder and any of our subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney’s fees, made by any third party arising from or related to (i) your acts or omissions in connection with your use of the Website; (ii) any claim by another member of the Website, including a Funder, related to any action or omission by you; (iii) our provision of the Website (except claims arising from our negligence or willful misconduct); (iv) your breach of this Agreement to which you are a party; (iv) your Application(s); (v) any inaccuracies in information provided by you to AppsFunder; or (vi) any infringement, misappropriation, or violation of any third-party intellectual property rights, rights of privacy, or other proprietary rights of a third party by your Application.
13. Miscellaneous.
13.1 Governing Law.
The Agreement and the relationship between you and AppsFunder will be governed by the laws of Hong-Kong, Republic of China, 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 Website must be instituted exclusively in the federal or state courts located in Hong-Kong 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 Developer account. Any such amendment will be effective thirty (30) days after being sent to you, and your continued use of the Website 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 Funders.
13.7 Entire Agreement; No Waiver.
This Agreement constitutes the entire agreement between you and AppsFunder regarding the use of the Website. 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 Website, or other reasonable means. You must give notice to AppsFunder in writing via email or as otherwise expressly provided. Please contact us with any questions regarding this Agreement by emailing us at: .