App Developer Agreement

This App Developer Agreement (the “Agreement”) covers the provision of App Developer Services provided by Puter Technologies Inc. (“Puter”, “us”, “we” or “our”) through the App Developer Center to you (a “Developer”, “you” or “your”). Your use of the App Developer Services and distribution of your App(s) will be governed by this Agreement. You are deemed to have entered into and accepted the terms and conditions of this Agreement immediately upon accessing the App Developer Services or by submitting an App to the App Developer Center.

1. Definitions.

  1. API: any form of machine accessible application programming interface that Puter makes available which provides access to the App Developer Services, including all associated tools, elements, components and executables therein, (ii) any Puter sample code that enables interactions with Puter Services, and (iii) documentation that Puter makes available to help enable your access to the Puter APIs.
  2. App(s): one or more applications or content items owned by you which you submit through the App Developer Center.
  3. App Developer Center: Puter’s platform for uploading and managing Apps.
  4. App Developer Services: Puter’s services for distributing, publishing, discovery, installation, and removal of your Apps and payment collection.
  5. Developer: Any user of Puter’s Services that accesses the App Developer Services or that publishes an App on the App Developer Center.
  6. Directory: Puter’s published directory of Apps which are available for Users to discover, install, or remove Apps.
  7. End-User: any end-user of your App(s).
  8. Term: the term of this Agreement, as set out in Clause 10;
  9. Terms of Services: Puter’s Terms of Service.

All other capitalized terms used herein but not otherwise defined have the meaning ascribed to them in the Terms of Service.

2. Submitting and Removing Apps

  1. Subject to the terms of this Agreement, you may use the App Developer Services to submit your App(s) to Puter’s App Developer Center. There is no requirement to create an account to upload an App, but the functionality of the App Developer Services may be limited if you do not create an account.
  2. When you submit an App to the App Development Center, you represent to Puter and to all End Users that access your App through the Services that you have all necessary rights or licenses to submit such App to the App Development Center, and that your App does not and will not infringe any intellectual property right of any third party or any applicable law or regulation, and will not contain any material from a third party, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to distribute the material.
  3. Following your submission of your App(s) to the App Development Center, Puter may publish your App(s) on the Directory but is not obligated to do so. Puter may remove your App(s) from the Directory or App Developer Center at any time and for any reason.
  4. As between you and Puter, you are the owner of any Apps that you submit and you are solely and entirely responsible for your Apps and any use of your Apps by any End User. Puter expressly disclaims any and all liability in connection with your Apps, and you will indemnify, make whole, and hold Puter harmless against any claim resulting from your App(s) or your submission of your App(s) to the App Development Center, including but not limited to any claim arising from Puter’s publication of your App on the Directory, or from an End User’s use of your App(s) through Puter’s Services or otherwise.
  5. You may remove your App(s) from the App Development Center at any time. Removing an App will prevent new discovery and installation by Puter’s Users but will not automatically remove your App(s) or revoke access to End Users who have previously installed your App(s) on their devices.

3. Your obligations.

  1. Your Apps must at all times comply with the terms of this Agreement and any additional terms and policies made known by Puter from time to time. As a Developer, you are also considered a User of Puter’s Services. Your conduct must at all times comply with the Terms of Services and you may not submit an App or use your App in any way that violates the Terms of Service. Without limiting the generality of the foregoing, when you use the App Developer Services, you are agreeing to the “Rules of Use of the Services” set out in Section 8 of the Terms of Service.
  2. You will set the price, if any, that End-Users will be charged for your Apps. You are responsible for determining applicable taxes in connection with distributing your App, and you shall pay applicable taxes to the applicable tax authorities.
  3. You will include the licence applicable to End Users with your App. If you require an agreement to be displayed to the End User, you will configure your App to display it upon installation or first run of the App. Your App may include third party open-source software so long as you comply with all applicable third-party open-source software licenses. This Agreement shall not override any open-source software licence terms.
  4. Your App must be compliant with all applicable laws, including applicable privacy laws.
  5. Your use of the App Developer Services must be legal and not infringe any third party’s rights. You may not take any action or use the App Developer Services in any manner that is illegal or encourages illegal activities, or that might bring Puter into disrepute or affect the ability of Puter to provide the App Developer Services. You may not use the App Developer Services in any manner that might be libellous or defamatory, that contains threats or incites violence towards individuals or entities, or that violates the privacy or publicity rights of any third party.
  6. Puter may limit the daily bandwidth and number of downloads/uploads for the App Developer Services at our discretion where reasonably required from time to time.
  7. As part of the App Developer Services, you may store data on Puter’s servers or those of Puter’s suppliers. You must ensure that this data is not in breach of any applicable law and does not breach any individual’s data protection or privacy rights.

4. License

  1. Without abridging or limiting any open-source licences therein, you hereby grant to Puter, for the Term, a worldwide, non-exclusive licence to install, deploy, reproduce, and run your App(s) for the purposes of testing and evaluation and to reproduce and distribute your App(s) to End Users through Puter’s Directory and Services that it offers to its Users from time to time. You hereby grant to Puter, for the Term, a licence to use any trademarks and branding you provide as part of your App(s) to use for the purposes of publicity, promotion, and advertising of Puter and Puter's Services, as Puter may reasonably deem appropriate, including but not limited to the purpose of distribution of your App(s) in the Directory.
  2. Puter may make logos or phrases available to you to publicise your App’s availability through Puter’s Services. Puter hereby grants you a worldwide, non-exclusive licence during the Term to use such logos or phrases for the purpose of marketing your App in connection with its availability through Puter’s Services, subject always to section 6 of Puter’s Terms of Service.
  3. Subject to your compliance with all of the terms of this Agreement, Puter will grant you a limited, non-exclusive, non-assignable, non-transferable, revocable license to use the Puter APIs to develop, test, and support your App, and allow End-Users to use your integration of the Puter APIs within your App. You may use the Puter APIs only as expressly permitted in this Agreement. Violation of the terms of this Agreement may result in the suspension or termination of your use of the Puter APIs.

5. Support

Puter will not provide any End User support for your App.

Ratings, reviews and popularity information

We may allow third parties to publish ratings and reviews of your App(s). Puter may use these ratings and information about the popularity of your App(s), including the number of times your App(s) has/have been downloaded or purchased in publicity for Puter Services, in publicising the Apps or as Puter otherwise sees fit, from time to time. If you consider a review to be inaccurate, you may report this, but should your use of this reporting system be, in Puter’s opinion an abuse of that reporting system, Puter may terminate this Agreement and remove your App(s) from the App Developer Center at any time thereafter.

6. Term and Termination

The Term of this Agreement is in effect for so long as you have any App submitted to the App Developer Center, and shall remain in effect until such time as all App(s) submitted by you are removed from the App Developer Center. Notwithstanding the foregoing, Puter may terminate this Agreement immediately if you breach its terms or the Terms of Service, or on 30 days’ notice by email at any time. Upon such early termination, Puter will remove your App(s) from the App Developer Center. Your representations in this Agreement and your obligations to indemnify Puter as set out in this Agreement will survive any termination of this Agreement, as will any other provisions which by their nature should survive.

7. Changes to the App Developer Services or this Agreement

We aim to continually improve our App Developer Services and, as a result, may change the App Developer Services from time to time. New features may be added, but we also may modify or discontinue (temporarily or permanently) a service, in part or in whole. Although the App Developer Services are currently available for use without charge, Puter reserves the right to charge a fee or any or all aspects of the App Developer Services at any time. Puter may occasionally change the terms of this Agreement, in which case the updated terms of this Agreement will apply when we post them to the App Developer Center.

8. Additional terms and payment

Some services may be subject to additional terms or may require payment of fees. In that event, you will be given an opportunity to review and agree to such terms and fees before using those services.

9. Collection and use of your data

We may collect certain data relating to your use of the App Developer Services on behalf of Puter. You agree this information may be retained and used by Puter. Puter may disclose any or all data and content you have sent, posted or published if required to comply with applicable law or order or requirement of a court, administrative agency or other governmental body. All use of your personal data is subject to Puter’s Privacy Policy

11. No Warranty

PUTER AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS (COLLECTIVELY, “PUTER” FOR PURPOSES OF THESE SECTIONS 11-13) DO NOT PROMISE THAT THE APP DEVELOPER SERVICES OR ANY OTHER INFORMATION OR MATERIALS THAT YOU RECEIVE HEREUNDER AS A DEVELOPER (COLLECTIVELY, THE “SERVICE” FOR PURPOSES OF THESE SECTIONS 11-13) WILL BE ACCURATE, RELIABLE, TIMELY, SECURE, ERROR FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED. THE SERVICE IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS AND THE SERVICE IS SUBJECT TO CHANGE WITHOUT NOTICE. PUTER CANNOT ENSURE THAT ANY CONTENT (INCLUDING FILES, INFORMATION OR OTHER DATA) YOU ACCESS OR DOWNLOAD FROM THE SERVICE WILL BE FREE OF VIRUSES, CONTAMINATION OR DESTRUCTIVE FEATURES. FURTHER, PUTER DOES NOT GUARANTEE ANY RESULTS OR IDENTIFICATION OR CORRECTION OF PROBLEMS AS PART OF THE SERVICE AND PUTER DISCLAIMS ANY LIABILITY RELATED THERETO. PUTER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON- INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PUTER DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SERVICE. YOU ASSUME TOTAL RESPONSIBILITY AND ALL RISKS FOR YOUR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION OBTAINED THEREON. YOUR SOLE REMEDY AGAINST PUTER FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES. TO THE EXTENT THAT PUTER MAKES ANY PRE-RELEASE SOFTWARE, HARDWARE OR OTHER PRODUCTS, SERVICES OR INFORMATION RELATED THERETO AVAILABLE TO YOU AS DEVELOPER, YOU UNDERSTAND THAT PUTER IS UNDER NO OBLIGATION TO PROVIDE UPDATES, ENHANCEMENTS, OR CORRECTIONS, OR TO NOTIFY YOU OF ANY PRODUCT OR SERVICES CHANGES THAT PUTER MAY MAKE, OR TO PUBLICLY ANNOUNCE OR INTRODUCE THE PRODUCT(S) OR SERVICE AT ANY TIME IN THE FUTURE.

12. Disclaimer of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PUTER BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM DELAY OF DELIVERY, FOR LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, FOR BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OR INABILITY TO USE THE SERVICE, HOWEVER CAUSED, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF PUTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL PUTER’S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00).

13. Indemnity

YOU AGREE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO INDEMNIFY, DEFEND AND HOLD PUTER HARMLESS FROM AND AGAINST ANY AND ALL COMPLAINTS, DEMANDS, CLAIMS, DAMAGES, LOSSES, COSTS, LIABILITIES AND EXPENSES, INCLUDING LEGAL FEES DUE TO, ARISING OUT OF, OR RELATING IN ANY WAY TO (i) YOUR UNAUTHORIZED ACCESS TO OR USE OF THE APP DEVELOPER SERVICES; (ii) YOUR VIOLATION OF APPLICABLE LAW; OR (iii) YOUR BREACH OF THIS AGREEMENT.

14. General

This Agreement is the entire agreement between you and Puter with regard to the App Developer Services described herein. This Agreement is governed by the laws of British Columbia, Canada, and you and Puter submit to the exclusive jurisdiction of the courts of British Columbia, Canada. You may not assign this Agreement. Your App(s) may be subject to export control laws of Canada and other countries and you shall comply with any such laws. You must comply with all applicable laws, including export control laws in your provision of your Apps. Failure by Puter to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. The terms of this Agreement do not affect your statutory rights. Any notices should be sent by email to Puter Technologies Inc., at hey@puter.com