Effective August 24, 2014.
appat.co Online Service ("Appat", "Appat.co" or "us", "our", "we") provides a Software Development Kit (“SDK”), which allows third parties the ability to track mobile application downloads, installations and usage (collectively "Services’). These Terms of Service ("Terms") govern the access and use of our Services, and any code provided by Appat.co that implements the Services (the "Appat Code" or the “Code”). "You" means any third party that uses the Services.
You should review these Terms carefully before accepting. These Terms constitute a legally binding agreement that governs your access to and use of the Services and the Appat Code. You must accept these Terms prior to using the Services or the Code. By downloading and installing the Appat Code or using the Services, you provide your consent to these Terms.
1. Registration. In order to start using the Services or the Code, you are required to register an account with Appat. You must provide all the information as requested by Appat.co during the registration process. You represent and warrant that all the information provided shall be accurate and complete to the best of your ability. You are required to keep such information up-to-date. In case of a security breach of your account you shall immediately notify Appat.co.
2. License. Subject to the terms and conditions hereof, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicenseable license for the Term herein to use the Appat Code together with any related documentation, solely in order to integrate the Code into your proprietary mobile application (your "Application") with the sole purpose of receiving the Services for your own internal use.
3. Limitation of Use. Except as set forth expressly herein, you shall not, and shall not permit any third party, to (i) analyse the Code to reverse engineer; (ii) modify the Services, or insert any code or product, or in any other way manipulate the Services in any way; (iii) modify the Appat Code in any way without our prior written consent, (iv) sublicense, sell, or distribute the Code or bypass our security measures with respect to the Services. You may not distribute the Appat Code on a stand-alone basis, and your Application must provide material additional functionality to the Code and the Services. To the extent any of the limitations set forth in this Section are not enforceable under applicable law, you shall notify us in writing in each instance prior to engaging in the activities as set forth above.
4. Intellectual Property. You shall have all rights, title and interest in your Application, and we shall have all rights, title and interest in the Appat Code and the Services. We do not request your feedback regarding the Appat Code and the Services. Notwithstanding the above, if you provide us with any feedback regarding the Code and the Services, we may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of any such feedback. Nothing in this Section shall be construed as providing you any rights in the Appat Code or the Services except the limited license to use the Code and receive the Service as set forth herein.
8. Your Confidentiality Obligations. Appat.co may disclose to you certain confidential information regarding its technology and business ("Confidential Information"). You agree to keep confidential and not disclose or use any Confidential Information except to support your use of the Services. Confidential Information shall not include information that you can prove (i) was already lawfully known to or independently developed by you without access to or use of Confidential Information, (ii) was received by you from any third party without restrictions, (iii) is publicly and generally available, free of confidentiality restrictions; or (iv) is required to be disclosed by law, provided that you provide us with prompt notice of such requirement and cooperate in order to minimize such requirement. You shall restrict disclosure of Confidential Information only to those employees who have a reasonable need to know such information and who are bound by written confidentiality obligations no less restrictive than those set out herein. You will not disclose any information regarding the results of any testing or evaluation of the Services to any third party without our prior written consent.
9. Prices and Payments. Appat.co offers a variety of pricing plans, and you must choose a pricing plan prior to downloading and using the Code. You shall make payment to Appat.co pursuant to the terms and conditions of your chosen pricing plan, which we shall provide to you in writing. You must add all applicable taxes to such amounts, including VAT, as required by law in the relevant jurisdictions. All amounts set hereunder are exclusive of all applicable taxes and government charges, and you shall make payment to Appat.co without deduction for and free and clear of any such amounts. Appat.co might from time to time use various affiliate programs as an additional tracking data point and as a part of its revenue model. All amounts are due and payable within 10 days of the end of the applicable calendar month. Any late payments shall bear an interest at the rate of 20% per annum calculated daily.
10. Data Analytics. Appat.co shall provide you with information, reports and analytics in respect of the Application Data ("Analytics"). We make no warranty that the Analytics provided shall be useful to your business. You are solely responsible for any action you may take based on the Analytics received, and in making any decision you should take into account the possibility that the Analytics may not correctly reflect current or future trends.
11. Service Level. Appat.co does not guarantee or warrant that the Services will be operable at all times or during any down time (i) caused by outages to any Internet backbones, networks or servers, (ii) caused by any failures of your Application, equipment, systems or local access services, (iii) for previously scheduled maintenance or (iv) relating to events beyond Appat’s control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental actions, labour conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Appat.co or your servers are located.
12. Support. You may contact us with regard to support for the Services by sending an email to firstname.lastname@example.org or by any other means as may be communicated to you from time to time.
13. Indemnification. You shall defend, indemnify and hold harmless Appat.co (and its affiliates, officers, directors and employees) from and against any and all damages, costs, losses, liabilities or expenses (including court fees and reasonable attorneys’ legal fees) which Appat.co may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from or relating to any breach of these Terms by you. You may not settle or compromise such suit without our consent, not to be unreasonably withheld. Appat.co may be represented in any such suit by counsel of its own choosing at its own expense.
14. Disclaimer of Warranties. You accept the Appat Code and Services "as is" and acknowledge that we make no other warranty and disclaim all implied and statutory warranties, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose or non-infringement.
15. Limitation of Liability. In no event shall Appat.co, its directors, officers, suffer for any consequential, indirect, direct, special or punitive damages, arising out of or relating to the services or the arrangements contemplated herein. In any case, Appat’s entire liability for the provision of the Services or under any provision of these Terms shall not exceed the amount of payment received by us from you in the 12 months preceding the applicable claim.
16. Term. The term of this agreement ("Term") shall commence on the date you accept these Terms (or insert the Appat Code into your Application) and shall continue indefinitely unless terminated by either party with a 30-day notice. We may terminate this Agreement by providing you with a written notice if we have a reason to believe that you are in breach of these Terms. Upon the termination or expiration of these Terms, Appat.co will cease providing the Services, and you will delete all copies of the Code from your Application. In the event of termination (i) you will not be entitled to any refunds of any fees, and (ii) any outstanding balance for Services rendered through the date of termination will be immediately due and payable in full and (iii) all of your historical report data will no longer be available to you unless you enter into a separate purchase or professional services agreement for the exchange and transfer of such data is during termination. Sections 3-20 of these Terms shall survive any termination thereof.
17. Publicity. You expressly agree that we have the right to reveal the fact that you are using the Services, including by displaying your name and logo in Appat’s website and other marketing materials.
18. Applicable Laws. These Terms shall be governed by the Law of Russian Federation, and the competent courts in Moscow shall have exclusive jurisdiction to hear any disputes arising hereunder.
20. Miscellaneous. These Terms represent the entire agreement between the parties regarding the subject matter hereof and supersede any and all other agreements between the parties, whether written or oral, regarding the subject matter hereof. These Terms may not be modified or amended except in writing and executed by both parties. These Terms may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A waiver of any default hereunder or of any of the terms and conditions of these Terms shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed. Appat.co may provide you with notices required hereunder by contacting you at any email address you have provided us, including in your registration information. Appat.co reserves the right to assign its rights or obligations pursuant to these Terms. You agree not to assign any rights under these Terms; any attempted assignment shall be null and void. If any part of these Terms shall be invalid or unenforceable, such part shall be interpreted to give the maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of these Terms which shall remain in full force and effect.