FLECTRA STORE DISTRIBUTION AGREEMENT

This {Flectra Store Distribution Agreement (hereinafter referred to as the “Agreement”) is executed on ____ of ____ 2017 {effective date} By and Between Flectra Store (hereinafter referred to as the “FLECTRA STORE”), a publically available website marketplace where people ( “Customers”) can sell and/or download applications (Apps”). And Any person/company/third party developers (hereinafter referred to as the “Developer”) who offer(s) and/or distribute(s) Apps for use with FLECTRA STORE in accordance with the terms and conditions of this Agreement. “Parties” shall mean FLECTRA STORE and Developer collectively and “Party” shall mean either the FLECTRA STORE or the Developer, as the context dictates. RECITALS

  1. In order to distribute Apps on the FLECTRA STORE, the Developer needs to acquire and maintain a valid Developer account that allows Developers to manage, administer and distribute Apps on the FLECTRA STORE ("Developer Account").

  2. Under this Agreement between the Parties in relation to the Developer’s use of the FLECTRA STORE to distribute Apps, the Developer acknowledges that FLECTRA STORE shall, solely on the Developer’s behalf, and not on FLECTRA STORE’s behalf, display and make Apps available for download and Sell by users.

  3. In this Agreement, the Parties are referred to in the masculine gender. The Agreement is intended to address female readers on an equal basis with their male readers and that all references throughout the Agreement to the masculine gender are only for convenience in writing.

  4. Telecom companies are not deemed as the party to this Agreement for use of FLECTRA STORE.

  5. In consideration of the mutual representations and covenants hereinafter set forth and for other good and valuable consideration the adequacy of which is hereby acknowledged by FLECTRA STORE and the Developer and the mutual benefits to be derived there from, the representations and warranties, covenants, conditions and promises contained herein below and intending to be legally bound, the Parties agree as follows:


    1. DEFINATIONS
    2. In addition to the terms defined above, the following definitions shall apply:

      • 1.1 "Sales Prices" means prices the Developer establishes in his sole discretion.
      • 1.2. "Transaction Fee" means a transaction fee to be paid by the Developer to FLECTRA STORE for each sale of Developer’s App.
      • 1.3. "Withholding Taxes" means to withhold any taxes applicable by local legislation on payments made or received by any party.

    3. ACCEPTANCE/ NON ACCEPTANCE
      • 2.1. In order to use the FLECTRA STORE’s marketplace to distribute Apps, the Developer must accept this Agreement and provide complete and accurate information in his Developer Account.

      • 2.2. If the Developer is agreeing to be bound by this Agreement on behalf of his employer or other entity, he represents and warrants that he has full legal authority to bind his employer or such entity to this Agreement. If he does not have the requisite authority, he may not accept the Agreement or use the Store on behalf of his employer or other entity.


    4. MODIFICATION OF THIS AGREEMENT
    5. The Developer agrees that FLECTRA STORE shall have sole discretion to revise and update this Agreement from time to time. If FLECTRA STORE makes any modifications to this Agreement, the Developer shall be notified by email and a notification shall be posted on Developer Account. All changes are effective (a) immediately for those who become Developers after the notification posted and (b) for pre-existing Developers on the date specified in the notice, which will be at least thirty (30) days after the change posted. The Developer’s continued use of FLECTRA STORE following the posting of changes means that the Developer accepts and agrees to the changes. The Developer shall be responsible to check periodically for changes, as these changes are binding on him. If the Developer does not agree with any changes, he must terminate his use of FLECTRA STORE, which will be his sole and exclusive remedy


    6. PRICING AND PAYMENTS

      • 4.1. This Agreement covers both Apps the Developer chooses to distribute for free and Apps for which the Developer charges a fee. In order to charge a fee for the Developer’s Apps, he must be pre-approved in writing by FLECTRA STORE. The Developer may request through the Developer Account such pre-approval by emailing FLECTRA STORE at [email protected]


      • 4.2 On behalf of Developer, Apps shall be displayed to Customers, at Sale Prices. FLECTRA STORE shall have right to include applicable taxes in addition to the Sales Prices charged to Customers on the FLECTRA STORE’s marketplace. FLECTRA STORE, either directly or through its authorized payment processors, will charge Customers for purchases of Developer’s Apps. The Developer shall be responsible for paying FLECTRA STORE a Transaction Fee equal to 30% of the Sales Price for each sale of Developer’s App. The Transaction Fee will be owed regardless of whether the Customer actually pays the full Sales Price (whether due to Customer fraud, inability to pay or any refund/credit issued by FLECTRA STORE or the Developer). Where either FLECTRA STORE or the Payment Processor are required to withhold any Withholding Taxes on payments made or received by anyone of them, FLECTRA STORE will also deduct an amount equal to such Withholding Taxes from the collected funds. For the avoidance of doubt, Withholding Taxes include, but are not limited to, withholding tax obligations on cross-border payments or imposed by telecommunications taxes. The remainder (collected funds less Transaction Fee and less the amount equal to any Withholding Taxes), Shall be remitted to the Developer within thirty (30) days following the close of each calendar quarter (the "Quarterly Payment"). With each Quarterly Payment, FLECTRA STORE shall provide the Developer a report setting forth in reasonable detail the number of sales of Developer’s Apps, the total dollars collected from those sales, calculation of the Transaction Fee, Withholding Taxes and the Quarterly Payment.


      • 4.3. The Developer may also choose to distribute Apps for free. If he does so, he will not be charged a Transaction Fee. The Developer may not start charging a user for an App that was initially free unless the charge correlates with an alternative version of the App.


      • 4.4. Customers shall be instructed to contact the Developer concerning any defects or performance issues in Apps downloaded and installed from the FLECTRA STORE marketplace. The Developer shall be solely responsible for, and FLECTRA STORE shall have no responsibility to undertake or handle support and maintenance of Developer’s Apps and any complaints about the Apps. The Developer must supply and maintain valid and accurate contact information that will be displayed in Developer’s Apps support url on the FLECTRA STORE and made available to users for customer support and legal purposes. For paid Apps, the Developer must respond to customer support inquiries within three (3) business days, and within 24 hours to any support or App concerns stated to be urgent by FLECTRA STORE. Failure to provide adequate information or support for the Apps may result in low App ratings, less prominent product exposure, low sales, billing disputes, or removal from FLECTRA STORE.


      • 4.5. The Developer authorizes FLECTRA STORE to give the Customer a full refund of the price of an App on Developer’s behalf if the Customer requests the refund at any time within 48 hours after purchase or, if the Developer has not timely responded to a Customer's refund or customer service request, and FLECTRA STORE believes in good faith and in its sole discretion that a refund is warranted. The Developer further authorizes refunds to be processed as provided for in FLECTRA STORE’s or its payment processors' standard policies (which the Developer acknowledges are available to the Developer upon request). If a refund or credit is issued, this will not impact the Transaction Fee owed to FLECTRA STORE. Transaction Fees will be owed to FLECTRA STORE for all App purchases, even purchases which result in a refund or credit being given in accordance with this Agreement.


      • 4.6. Customers shall be allowed unlimited reinstalls of each App distributed via the FLECTRA STORE, provided however that if the Developer removes an App under clauses (i), (ii), (iii) or (iv) of Section 8.1, such App shall be removed from all portions of the FLECTRA STORE and Customers shall no longer have a right or ability to reinstall the affected App.


    7. USAGE OF STORE BY DEVELOPER

      • 5.1. Except for the license rights granted by the Developer in Section 6 below, FLECTRA STORE obtains no right, title or interest from the Developer (or his licensors) under this Agreement in or to any Apps, including any intellectual property rights which exist in those Apps.


      • 5.2. The Developer agrees to use the FLECTRA STORE only for purposes that are permitted by (a) this Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).


      • 5.3. The Developer agrees that if he uses FLECTRA STORE to distribute Apps, he will protect the privacy and legal rights of users. If the users provide the Developer with, or Developer’s App accesses or uses, user names, passwords, or other login information or personal information, the Developer must make the users aware that the information will be available to the App, and the Developer must provide legally adequate privacy notice and protection for those users. Further, 5the Developer App may only use that information for the limited purposes for which the user has given the Developer permission to do so. If Developer’s App stores personal or sensitive information provided by users, it must do so securely and only for as long as it is needed. But if the user has opted into a separate agreement with the Developer that allows the Developer or Developer’s App to store or use personal or sensitive information directly related to Developer’s App (not including other products or applications) then the terms of that separate agreement will govern Developer use of such information.


      • 5.4. The Developer agrees that he will not engage in any activity with the FLECTRA STORE, including the development or distribution of Apps, that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party. The Developer may not use customer information obtained from the FLECTRA STORE to sell or distribute Apps or any other products or services outside of the FLECTRA STORE.


      • 5.5 The Developer agrees that he is solely responsible for (and that FLECTRA STORE has no responsibility to the Developer or to any third party for) any Apps the Developer distributes through the FLECTRA STORE including use of any FLECTRA STORE’s APIs and for the consequences of Developer’s actions (including any loss or damage which FLECTRA STORE may suffer) by doing so. These consequences include, but are not limited to, product liability, consumer protection, and/or intellectual property claims relating to Developer’s products.


      • 5.6 The Developer agrees that he is solely responsible for (and that FLECTRA STORE has no responsibility to Developer or to any third party for) any breach of Developer’s obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which FLECTRA STORE or any third party may suffer) of any such breach.


      • 5.7 FLECTRA STORE shall allow users to rate and review Apps. Only users who download the applicable App will be able to rate and review it on FLECTRA STORE. Ratings may be used to determine the placement of Apps on the FLECTRA STORE, subject to FLECTRA STORE’s ability to change placement at FLECTRA STORE’s sole discretion. FLECTRA STORE reserves the right to display Apps to users in a manner that will be determined at FLECTRA STORE's sole discretion. The Developer’s Apps may be subject to user ratings to which the Developer may not agree. The Developer may contact FLECTRA STORE if the Developer has any questions or concerns regarding such ratings.


      • 5.8 the Developer shall be responsible for uploading his App to the FLECTRA STORE, providing required App information and support to users, and accurately disclosing the security permissions necessary for the App to function properly. Apps that are not uploaded in accordance with this clause shall not be published in the FLECTRA STORE.


      • 5.9 From time to time, FLECTRA STORE may issue policies concerning the type of contact and subject matter of Apps acceptable for distribution on the FLECTRA STORE. Such policies will 6be made available to the Developer in writing a reasonable period of time in advance to becoming effective. Any App the Developer distributes on the Store must adhere to all such policies.


    8. GRANTING LICENSE

      • 6.1. The Developer grants FLECTRA STORE a non-exclusive, worldwide, and royalty-free license to: reproduce, perform, display, and use the Apps for administrative and demonstration purposes in connection with (i) the operation and marketing of the FLECTRA STORE; (ii) the marketing of software, devices and services that support the use of the Apps, and (iii) making improvements to FLECTRA STORE.


      • 6.2. The Developer grants to FLECTRA STORE a non-exclusive, and royalty-free license to distribute the Apps.


      • 6.3. FLECTRA STORE may have right to use consultants and other contractors in connection with the performance of obligations and exercise of rights under this Agreement, provided that such consultants and contractors will be subject to the same obligations as FLECTRA STORE. After termination of this Agreement, FLECTRA STORE will not distribute Developer’s App, but may retain and use copies of the App for support of the FLECTRA STORE.


      • 6.4. The Developer shall grant to the Customer a non-exclusive, worldwide, and perpetual license to perform, display, and use the App through a separate End User License Agreement in the Developer’s App that will exclusively govern the Customer's rights to the App.


      • 6.5. The Developer represents and warrants that he has all intellectual property rights, including all necessary patent, trademark, trade secret, copyright or other proprietary rights, in and to the App. If the Developer uses third-party materials, he represents and warrants that he has the right to distribute the third-party material in the App. The Developer agrees that he will not submit material to the FLECTRA STORE that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including patent, privacy and publicity rights, unless the Developer is the owner of such rights or have permission from their rightful owner to submit the material.


    9. MARKS AND PUBLICITY

      • 7.1 Each party shall own all right, title and interest, including without limitation all intellectual property rights, relating to its trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (collectively, the "Marks"). Except to the limited extent expressly provided in this Agreement, neither party grants, nor shall the other party acquire, any right, title or interest (including, without limitation, any implied license) in or to any Marks of the other party. Subject to the terms and conditions of this Agreement, Developer grants to FLECTRA STORE and its affiliates a limited, non-exclusive, royalty-free license during the term of this Agreement to display Developer Marks, submitted by Developer to FLECTRA STORE, for use solely online or on mobile devices and in either case solely in connection with the distribution and sale of Developer's App through the FLECTRA STORE, or to otherwise fulfill its obligations under this Agreement. If Developer discontinues the distribution of specific Apps on the FLECTRA STORE, FLECTRA STORE will cease use of the discontinued Products' Marks pursuant to this Section 7.1, except as necessary to allow FLECTRA STORE to effectuate Section 4.6. Nothing in this Agreement gives Developer a right to use any of FLECTRA STORE's Marks.


      • 7.2 In addition to the license granted in 7.1 above, for purposes of marketing the presence, distribution and sale of the Developer's Apps in the FLECTRA STORE, the FLECTRA STORE and its affiliates may include Developer Marks, submitted by Developer to FLECTRA STORE: (i) within the FLECTRA STORE marketplace and in any FLECTRA STORE or affiliate-owned online or mobile properties; (ii) in online, mobile, television, out of home (e.g. billboard), and print advertising formats outside the FLECTRA STORE when mentioned along with other FLECTRA STORE Products; (iii) when making announcements of the availability of the App; (iv) in presentations; and (v) in customer lists which appear either online or on mobile devices (which includes, without limitation, customer lists posted on FLECTRA STORE or its affiliates' websites). If Developer discontinues the distribution of specific Apps on the FLECTRA STORE, the FLECTRA STORE will cease further use of the discontinued Apps' Marks for such marketing purposes.


    10. Take-downs

      • 8.1 The Developer take-downs:

      • The Developer may remove his Apps from future distribution via the FLECTRA STORE at any time, but the Developer must comply with this Agreement and any applicable payment processors' terms of service for any Apps distributed through the FLECTRA STORE, including but not limited to refund requirements. Removing the Developer’s Apps from future distribution via the FLECTRA STORE does not (a) affect the license rights of users who have previously purchased or downloaded the Developer’s Apps, (b) remove the Developer’s Apps from Customer devices or from any part of the FLECTRA STORE where previously purchased or downloaded applications are stored on behalf of users, or (c) change the Developer’s obligation to deliver or support Apps or services that have been previously purchased or downloaded by users. Notwithstanding the foregoing, in no event will FLECTRA STORE maintain on any portion of the FLECTRA STORE (including, without limitation, the part of the FLECTRA STORE where previously purchased or downloaded applications are stored on behalf of users) any App that the Developer has removed from the FLECTRA STORE and provided written notice to FLECTRA STORE that such removal was due to (i) an allegation of infringement, or actual infringement, of any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person, (ii) an allegation of defamation or actual defamation, (iii) an allegation of violation, or actual violation, of any third party's right of publicity or privacy, or (iv) an allegation or determination that such App does not comply with applicable law.


      • 8.2. FLECTRA STORE Takedowns:

      • While FLECTRA STORE does not undertake an obligation to monitor the Apps or their content, if FLECTRA STORE is notified by the Developer or otherwise becomes aware and determines in its sole discretion that an App or any 8portion thereof or Developer’s Marks; (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; (c) is pornographic, obscene or otherwise offensive to FLECTRA STORE; (d) is being distributed by Developer improperly; (e) may create liability for FLECTRA STORE; (f) is deemed by FLECTRA STORE to have a virus or is deemed to be malware, spyware or have an adverse impact on FLECTRA STORE's network; (g) violates the terms of this Agreement or any other FLECTRA STORE policies applicable to Developers; or (h) the display of the App is impacting the integrity of FLECTRA STORE's servers (i.e., users are unable to access such content or otherwise experience difficulty), FLECTRA STORE may remove the App from the FLECTRA STORE marketplace or reclassify the App at its sole discretion. FLECTRA STORE reserves the right to suspend and/or bar any Developer from the FLECTRA STORE at its sole discretion. If the Developer’s App contains elements that could cause serious harm to user devices or data, FLECTRA STORE may at its discretion disable the App or remove it from devices on which it has been installed. FLECTRA STORE may suspend or terminate distribution of Developer’s Apps if the Developer materially breaches the terms of any non-disclosure agreement or other agreement relating to the FLECTRA STORE


    11. DEVELOPER ACCOUNT

    12. The Developer agrees that he will be responsible for maintaining the confidentiality of his Developer Account and that the Developer will be solely responsible for all Apps that are managed, administered and distributed under his Developer Account.


    13. PRIVACY POLICY

    14. In order to continually innovate and improve the FLECTRA STORE marketplace, FLECTRA STORE may collect certain usage statistics from its marketplace, including but not limited to, information on how it is being used. The data collected is examined in the aggregate to improve the FLECTRA STORE for users and Developers and is maintained in accordance with FLECTRA STORE’s Privacy Policy.

    15. TERMINATION

      • 11.1. This Agreement will continue to apply until terminated by either the Developer or FLECTRA STORE as set out below.
      • 11.2 If the Developer wants to terminate this Agreement, he must provide FLECTRA STORE with thirty (30) days prior written notice (unless this Agreement terminates under Section 3) via email {insert email id} and ceases the Developer use of any relevant Developer Account.
      • 11.3. FLECTRA STORE may at any time, terminate this Agreement with the Developer if:
        1. the Developer has breached any provision of this Agreement; or
        2. FLECTRA STORE is required to do so by law; or
        3. the Developer ceases being an authorized Developer; or
        4. FLECTRA STORE decides to no longer provide its marketplace.

    16. DISCLAIMER OF WARRANTIES

    17. The Developer expressly understands and agrees that his use of FLECTRA STORE store is at his sole risk and that the FLECTRA STORE store is provided "as is" and "as available" without warranty of any kind. The Developer use of the FLECTRA STORE store and any material downloaded or otherwise obtained through the use of the FLECTRA STORE store is at Developer’s own discretion and risk and the Developer is solely responsible for any damage to his computer system or other device or loss of data that results from such use. FLECTRA STORE further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of title, merchantability, fitness for a particular purpose and non-infringement.


    18. INDEMNIFICATION

    19. The Developer agrees to defend, indemnify and hold harmless FLECTRA STORE, its affiliates and their respective directors, managers, officers, employees and agents, for, from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) the Developer use of the FLECTRA STORE in violation of this Agreement, and (b) Developer’s Apps that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy.

      The Developer agrees to defend, indemnify and hold harmless the applicable payment processors (which may include FLECTRA STORE and/or third parties) and the payment processors' affiliates, directors, officers, employees and agents from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from taxes related to Developer’s distribution of Apps distributed via the FLECTRA STORE Store.


    20. LIMITATION OF LIABILITY

    21. The Developer expressly understands and agrees that FLECTRA STORE, its subsidiaries and affiliates, and its licensors shall not be liable to the Developer under any theory of liability for any indirect, incidental, special consequential or exemplary damages that may be incurred by the Developer, including any loss of data, whether or not FLECTRA STORE or its representatives have been advised of or should have been aware of the possibility of any such losses arising.


    22. MISCELLANEOUS

      • 15.1. Entire Agreement. This Agreement contains all the terms agreed to by the Parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.

      • 15.2. Severability. If any section or sub-section of this Agreement is declared unenforceable or invalid by any court of law, having the jurisdiction to decide on this matter, the remainder will continue to be valid and enforceable.

      • 15.3. Waiver. A Party's failure or neglect to enforce any of rights under this Agreement will not be deemed to be a waiver of that Party's rights

      • 15.4. Governing Law. This agreement shall be governed by and construed in accordance with the laws of {country/state}, without regard to its conflict of laws rules.

      • 15.5. Dispute Resolution . The Developer agrees any dispute or claim arising out of or in connection with this Agreement (in each case, including non-contractual disputes or claims), will be governed by and construed in accordance with the internal laws of the {insert state/country} without giving effect to any choice or conflict of law provision or rule, as if this Agreement was a contract wholly entered into and wholly performed within {state/country}. The Developer further agrees that any legal action or proceeding between the Parties arising out of or in connection with this Agreement will be instituted in a state or federal court of competent jurisdiction sitting in {Country}, State, and the Developer hereby expressly and irrevocably consents to be bound by the personal jurisdiction and venue of such courts.

      • 15.6. Assignment. The rights granted in this Agreement may not be assigned or transferred by the Developer without the prior written approval of FLECTRA STORE, whether by assignment, operation of law or otherwise (including in connection with any form of change of control transaction).

      • 15.7. Headings. The headings used in this Agreement and its division into sub-sections and other subdivisions do not affect its interpretation.

      • 15.8. Exclusive Acknowledgement. The Developer acknowledges and agrees that there are no third party beneficiaries to this Agreement.

      • 15.9. Effectiveness of Agreement. This Agreement is effective as of the date shown at the top of the first page.