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Terms & Conditions


DEFINITIONS

App Data means certain tracking, usage and sales data generated or provided by end users of your Applications or by App Stores, including but not limited to personally identifiable information
App Store Registration Information means any information that we need to establish your New Developer Accounts, including but not limited to personal identifiable information such as your full name and address and date of birth, as well as company registration number, certificates of incorporation, scans of bank statements, or any other information required by App Stores from time to time.
App Stores means websites or mobile sites that serve as distribution sites for mobile applications, mobile services or mobile sites.
Applications means applications and/or services developed for use on mobile devices such as feature phones, smartphones or tablets.
Available Distribution List means App Stores available for distribution from the CodeNgo Site from time to time. The Available Distribution List will vary depending on the Subscription Fees paid.
Content means all materials that you post or publish on the Site, including without limitation, information, code, data, text, software, music, sound, links, photographs, pictures, graphics, video, chat, messages, files and any other materials.
Developer Accounts means accounts with App Stores registered by you.
Developer Management Portal means the main are of the Site where you manage your Services and activities on CodeNgo.
New Developer Accounts means accounts created with App Stores by CodeNgo on your behalf.
Payment Method means the method of payment (e.g., credit card, PayPal account, debit card, etc.) with which you use to pay for CodeNgo services.
Plans means bundles of services offered by CodeNgo from time to time.
Registration Data means information about yourself as prompted by the Site's registration form.
Services means any features of functions provided on the Site as offered by CodeNgo and its partners from time to time.
Site means the CodeNgo web site and all the Services available on the Site.
Subscription Fees means annual or monthly fees paid by you to CodeNgo for use of various bundles of Services on the Site.


INTRODUCTION

1.1 YOU UNDERSTAND THAT BY USING THE SERVICES OFFERED BY CODENGO (THE "COMPANY") THROUGH THE SITE OR WITH RESPECT TO YOUR CODENGO ACCOUNT, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE AND THE ASSOCIATED PRIVACY POLICY. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICES OFFERED BY COMPANY.

COMPANY RESERVES THE SOLE RIGHT AT ANY TIME TO MODIFY, DISCONTINUE OR TERMINATE THE SITE AND SERVICES, OR MODIFY THE TERMS OF SERVICE WITHOUT NOTICE. ALL MODIFIED TERMS AND/OR CONDITIONS WILL BE IN EFFECT AFTER THEY ARE POSTED ON THE SITE (UNLESS APPLICABLE LAW REQUIRES A LONGER NOTICE PERIOD). BY CONTINUING TO USE OR ACCESS THE SITE AND/OR SERVICES AFTER COMPANY MAKES ANY SUCH MODIFICATION, YOU AGREE TO BE LEGALLY BOUND BY THE REVISED TERMS OF SERVICE.

1.2 You agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Site's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or CodeNgo has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, CodeNgo has the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

1.3 You will create a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify CodeNgo of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. AI cannot and will not be liable for any loss or damage arising from your failure to comply with this requirement.


GRANT OF RIGHTS

2.1 By using the Services, you irrevocably grant to Company, throughout the world and during the Term (as defined in section TERM below), the non-exclusive right: (i) to distribute your mobile applications (hereinafter referred to as “Application” or “Applications”) to various distribution outlets (hereinafter referred to as “AppStores”), as further defined in section 3, DISTRIBUTION SERVICES, below (ii) to use the name(s), artwork images, descriptions and other information provided by you to describe the Applications. (iii) to use any content, whether images, comments, awards or otherwise made public by you on our site. For avoidance of doubt, “made public” means content created by you made available to other uses on our Site.


FEES

3.1 You will be able to select Plans on our site through Annual or Monthly Subscription Fees as indicated. Subscription Fees may be adjusted by us from time to time, and the fee increase will apply upon the renewal date of Your subscription. In addition, we will be offering Services that will require a fee based on usage. By entering into this Agreement, you are expressly agreeing that we may charge all fees you owe us to the Payment Method you have provided in the registration process. In addition, you agree that we are authorized to deduct any fees you have agreed to pay and any applicable taxes and other charges you may incur under this Agreement. It is your responsibility to notify us if your Payment Method has changed by making the appropriate changes to your account settings. If you do not provide a valid Payment Method, or if your designated Payment Method is determined by us to be inactive for any reason, we may terminate this Agreement and/or discontinue providing Services hereunder.

3.2 Certain Plans may contain guaranteed number of downloads of your Application. You acknowledge that the number of downloads promised may not be achievable, and in such case Company will refund 90% of the subscription amount in the Plan containing the number of downloads that were not achieved. For avoidance of doubt, we clarify this with the following example: If the Plan offers 1000 downloads for $500 and you only achieve 700 downloads, we will refund 90% of 30%, i.e. $135.

3.3 If you notify Company in writing that you are terminating one or more of your Services, no further subscription fees will be charged to your account or Payment Method for those Services. You will not be entitled to reimbursement of any pre-paid fees.


DISTRIBUTION SERVICES

4.1 You hereby appoint us as your authorized representative solely to: (i) create a personal developer account under your name with AppStores; and (ii) represent you in connection with the inclusion of your Mobile App in the AppStores. The rights that are granted by you to us are non-exclusive and are worldwide.

4.2 In order to include your Application in the Apple App Store, you must have Developer Account with the AppStores.

4.2.1 If you already have Developer Accounts with the AppStores, you hereby authorize us to store the login credentials for the AppStores and access the Developer Accounts in your name.

4.2.2 If you do not have an account with App Stores, you hereby authorize us to create a New Developer Accounts under your name with the App Stores.

4.3 Any fees required to create this account will be charged to the credit card on file that you register with us. Should the credit charge for whatever reason be rejected, we may exclude the AppStore from the Available Distribution List.

4.4 Your New Developer Accounts will be created by us using information provided by you. It will be used solely for the purposes of including your Application in the App Stores. We will not disclose your account information to any third party. You agree to provide us with App Store Registration Information. You agree to complete and return to us any data that we may provide to you so that we have the necessary information to open your New Developer Accounts.

4.5 Upon termination of this Agreement, we will promptly provide you with your Registration Information and delete such information from our servers.

4.6 Should your Developer Account receive any emails from App Stores or any other third party, we have no obligation to answer such emails, however, we will forward such emails to you if you have requested so on our site.

4.7. In order to distribute your Application through the App Stores, you hereby grant to us, and allow us to grant to App Stores the non-exclusive right to: (i) Review and reproduce your Application and all Content included therein on a worldwide basis; (ii) Make your Application available on the App Stores on a worldwide basis; and (iii) Promote your Application.

4.8. Whether your Application is accepted or made available by the App Store is outside of our control. We do not review or police your Application, nor do we make editorial decisions related to your Content.

4.8.1 In the event that your Application is rejected by any App Store (including rejections after the Application has been made available through the App Store) due to your Content, we will notify you of the reason for rejection as provided by the App Store, and give you a chance to correct the needed deficiency. Upon you rectifying any missing information or issue as pointed out by the App Store, we will resubmit your Application. If there are further issues with your submission after this first iteration, such resubmission may be subject to payment of an additional fee. Currently that fee is $25 per submission, although we may change that fee at any time.

4.8.2 In the event that you make changes to your Application after its submission to the App Store, which require resubmission of the Application to the App Store, we will resubmit your Application up to 4 times without charge. If you after the 4th time require to update your Application, we may charge an additional fee.


TERM

5.1 You may terminate your use of the Services at any time by through the appropriate link in your Developer Management Portal.

5.2 CodeNgo may terminate your use of the Services at any time with or without cause, and with or without notice. Codengo shall have no liability to you or any third party because of such termination.

5.3 CodeNgo will delete any of your archived data related to the Services within thirty (30) days after the date of termination of your use of the Services. All sections of these Terms of Use which by their nature should survive termination will survive termination of your use of the Services, including, without limitation, Ownership and Data, Warranties, Indemnification and :imitations of Liability.


OWNERSHIP AND DATA

6.1 Subject to our rights hereunder or under any prior agreement between you and us, insofar as we are concerned, all right, title and interest in and to the Applications and Content is owned by you.

6.2 We may collect App Data. We may provide all or part of the App Data to you. You agree to comply with all applicable laws with regard to your use of App Data. You are solely responsible for any disputes between yourself and end users of the Application. In the event that we provide App Data to you, we are not responsible for the accuracy of such data, and we disclaim any and all liability relating thereto.


WARRANTIES

7.1 You hereby represent and warrant that you are an adult, 18 years old or older, and are able to legally consent to this Terms of Use or that you are either the parent (with sole or shared custody, as applicable) or the legal guardian of the minor child (the 1CMinor 1D) who is providing material and that you have the legal capacity to enter into the binding agreements on behalf of the Minor. The Minor and you, both individually, and additionally, you on behalf of the Minor and as the Minor 19s parent or legal guardian, agree to be bound by all the provisions of this Terms of Use and you guarantee all the Minor 19s obligations and duties under the Terms of Use. Individuals under the age of 13 are prohibited from accessing the Site without verified parental consent furnished to Codengo in accordance with the United States of America’s Children's Online Privacy Protection Act of 1998. SOME AREAS OF THE WEB SITE MAY CONTAIN MATERIAL THAT IS INAPPROPRIATE FOR MINORS.

7.2. You hereby acknowledge and agree that you are solely responsible for all Content. You represent, warrant and agree that no Content submitted by you or through your account will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. You represent and warrant that you have all legal rights necessary to publish any Content on the Web Site or that you own such Content. You hereby acknowledge and agree that Company shall, at all times, possess the right to refuse to include and/or to cause the removal of any or all of your Content for any reason and at its sole discretion. You hereby acknowledge and agree that Company may, at its sole discretion, disclose your Content in order to: (i) comply with law enforcement, court orders, or the legal process; and/or (ii) protect the rights and safety of individuals; and/or (iii) settle disputes over intellectual property ownership.

7.3. You represent and warrant that: (i) you have the right and authority to enter into this Agreement and to grant to us all rights specified herein; (ii) all Content furnished by you and included in the Application is owned or controlled by you and any distribution of the same as included in the Application shall not infringe on the copyrights or other rights of any person or entity; and (iii) we shall have the right to submit the Application to the App Stores for distribution on a worldwide basis


INDEMNIFICATION

8.1 You agree to indemnify and hold the Company and its directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, or demand, including reasonable attorneys' fees, arising out of any claim, action, investigation or proceeding made or instituted by any third party due to or arising out of:
(i) your breach of any representations or warranties made by you hereunder or your breach of any term of this Agreement; (ii) your use of the Services or the Web Site in violation of this Agreement;

8.2.If we receive a claim that the Application or the use of the Content provided by you when used in or in conjunction with the Application is in violation of any third party rights, you agree to fully indemnify and hold us harmless, and upon our request, defend us (and our respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees and costs) concerning any such claim. Accordingly, you agree to reimburse us on demand for any payments made in resolution of any liability or claim that is subject to indemnification under this Section 8, provided that we obtain your written consent prior to making any such payments. You agree that your consent will not be unreasonably withheld, delayed or conditioned. We shall promptly notify you of any such claim, and by obtaining and posting and maintaining an appropriate bond for our benefit you may assume control of the defense of such claim, provided that we shall have the right in all events to participate in the defense thereof.


LIMITATIONS OF LIABILITY

9.1 IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICES, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ANY WARRANTIES FOR THIRD PARTY SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE WEB SITE OR THE SITES OR SERVICE, OR ACCESSED THROUGH ANY LINKS ON THE WEB SITE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF: (A) THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE SERVICES; AND (B) FIFTY DOLLARS ($50). CERTAIN USA STATE LAWS OR LOCAL COUNTRY LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.


PROHIBITED CONTENT

10.1 You agree you will not upload, submit, post, email, or otherwise transmit, via the Site or Services, any Application, Content or other materials that are, in the sole opinion of Company, unlawful, harmful, threatening, obscene, harassing, defamatory or hateful or that contain objects or symbols of hate, invade the privacy of any third party, contain nudity (including, without limitation, any pornography, erotica, child pornography or child erotica), are deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous, vulgar or violent or constitute hate speech or are otherwise objectionable.

10.2. CodeNgo respects others' intellectual property rights and has made every effort to secure appropriate clearances for all proprietary intellectual properties that CodeNgo directly makes available on the Site and we ask our users to do the same. CodeNgo may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. However, if you believe any material on the Site, either posted by CodeNgo, our users or any other party, is infringing, please contact Codengo at the address below. Pursuant to the Digital Millennium Copyright Act, CodeNgo has a designated agent to receive copyright infringement claims.

10.2.1 You may notify CodeNgo of alleged intellectual property rights infringement by contacting our designated DMCA Agent at: dmca –at– codengo –dot– com

10.2.2 Infringement notices addressed to CodeNgo's DMCA Agent need to include the following information so that CodeNgo can locate the material and properly process the request: (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 you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the site; (iv) your address, telephone number, and email address; (v) 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; (vi) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.


GENERAL

11.1 If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. No delay or omission by either party in exercising any right or remedy under these Terms of Use or existing at law or equity shall be considered a waiver of such right or remedy. No agency, partnership, joint venture, or employment is created as a result of these Terms of Use, and you do not have any authority of any kind to bind CodeNgo in any respect whatsoever. In any action or proceeding to enforce rights under these Terms of Use, the prevailing party will be entitled to recover its costs and attorneys' fees.

11.2 The Site and Services may be used and accessed solely for lawful purposes. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of the Site and Services. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Site and Services: (i) Disable, hack, circumvent or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any Company content or materials; (ii) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (iii) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (iv) Attempt to decompile, disassemble, decipher or reverse engineer any of the software used to provide the Site or Services; (v)Collect or store personal data about other users of the Site or Services without their express and explicit permission; (vi) Use or attempt to use another user's account, without authorization from the Company, or create a false identity using the Services or the Web Site; OR (vii) Use the Site or Services in any manner not permitted by the Terms of Use.

11.3 These Terms of Use and the relationship between you and CodeNgo shall be governed by, construed and enforced in accordance with the laws of News South Wales, Australia, as it is applied to agreements entered into and to be performed entirely within Australia and without regard to any principles of conflicts of laws. You agree that any legal lawsuit or other action brought by CodeNgo, you or any third party to enforce this agreement, or in connection with any matters related to this Site, shall be subject only to the jurisdiction of either the state or federal courts located in Sydney, Australia. You and CodeNgo agree to submit to the personal and exclusive jurisdiction of the state or federal courts located within the state of New South Wales, Australia.



Updated on March 12th, 2014 12:34'56"