Developer Agreement

This Developer Agreement is dated as of the date of acceptance between the parties Appvestor ApS, Gladsaxevej 342, 2860 Soeborg, Denmark (herein after called “Appvestor”), and you (herein after called “Publisher”)

With this developer agreement, Appvestor enables You, as a developer of Mobile Applications, to utilize the Appvestor Software Developer Kit (ASDK), including source code, software, documentation, and any updates or new or alternative versions thereof, in your Mobile Application.

The ASDK provides You with a set of features and optional ad units. By integrating and running the ASDK in Your application, You will receive a share of the advertising revenue generated by the ASDK in Your application when using the optional ad units provided by Appvestor.

Secondly, this developer agreement also outlines the terms and conditions for receiving investments and funding for Your Mobile Application.

Based on a number of criteria, Appvestor will evaluate Your Mobile Application to determine its eligibility for investment for Appvestor User Acquisition Service (UA Service), this is described in more detail in the “User Acquisition Service” section of this agreement.

This Agreement shall apply to all services provided by Appvestor to You. They shall also apply to future services, even if they are not expressly referred to or provided by future partners of Appvestor. By installing or running the ASDK in your application You expressly consent to and confirm that You fully accept the terms and conditions of this agreement.

Unless otherwise stated in the context, the following terms have the following meanings, and they shall have the same meaning regardless of whether they appear in singular or in plural.

For the purposes of this Developer Agreement:

• “Agreement” refers to this agreement between Appvestor and you as a Publisher.
• “Mobile Application” refers to publisher’s proprietary software application.
• “Service(s)” refers to Appvestor’s platforms, SDKs, and/or other services offered by Appvestor.
• “ASDK”or “SDK” refers to Appvestor’s proprietary Software Developer Kits that may include sub-libraries.
• “You” means the individual accessing or using the Service(s), or the company, or other legal entity on behalf of which such individual is accessing or using the Services, as applicable.
• “End-User” refers to the individual end-user who has downloaded the Mobile Application.
• “Website” refers to my.appvestor.com
• “UA Services” refers to Appvestor’s User Acquisition services.

The license that Appvestor grants You is limited, non-exclusive, non-transferable, and non-sub-licensable. The license permits You to install and use the ASDK solely in connection with Your Mobile Application that will access and use our service.

In order for Appvestor to provide You with an adequate and efficient Service, You authorize Appvestor to access, index, store, and cache requests made from the ASDK inside Your Mobile Application to Appvestor. In addition, You authorize Appvestor to provide advertisements to the End-User’s mobile devices via your Mobile Application.

Rights not expressly stated in this Agreement are exclusively reserved by Appvestor. You are not allowed to re-engineer the SDK or any parts of the SDK, reproduce, license, distribute, publicly perform, or display, lease, rent, transfer, resell, or otherwise dispose of the SDK unless an expressly written authorization has been granted to You by Appvestor. The same applies, but is not limited, to the distribution of source codes from the SDK, modification of the SDK, and/or working around technical limitations in the SDK. Furthermore, You are not allowed, without an expressly written permission from Appvestor, to remove, alter, or conceal any proprietary rights notices on the SDK.

You shall only utilize interfaces provided by Appvestor. You shall not modify the content on the screens delivered by the SDK. Appvestor and/or third parties may provide You with a set of templates that allow You to include native app functionality on the screens the SDK delivers. You can use and customize templates or build templates on Your own. You are not allowed to display any advertising or monetize the Appvestor screens in any other way, directly or indirectly. You shall not display or add any advertising on top of the screens of the SDK.

Access or usage which violates this Agreement will terminate the license granted by Appvestor immediately without notice and shall constitute as a breach of contract. Appvestor reserve all rights to claim damages for such access, usage, or breach.

The ASDK consist of several libraries each providing one or more services to the app, some services are optional, and some are a necessity in order to be on the platform.

The services offered are:

• Configuration (Mandatory)
  This handles and control the configuration of the ASDK. This will configure how the SDK operates, what is enabled or disabled and configuration for data collection and/or the ad service.
• Data collection (Mandatory)
  Data is either fetched from within the service itself, or information from the app is pushed to the data collection service. This is to monitor the overall app performance including but not limited to any in app purchasing, subscriptions etc.

• Caller Service (Optional)
  This service intercept phone calls and present the user with an overlay of the incoming call that the publisher can use to integrate app specific information into. At the end of the call, the user is presented with Call information, including one or more cards depending on configuration. There will be minimum two cards, one with an Ad and one that are controlled by the host app that gives application specific information.

You must be at least 18 years of age to sign this Agreement and register a developer account on my.appvestor.com to download, access, or use the ASDK and the Appvestor Services. If You are downloading, accessing, or using the ASDK’s or the Appvestor Services on behalf of any legal entity, You represent and warrant that You are authorized to accept this Agreement on such entity’s behalf, and that such entity agrees to indemnify You and Appvestor for violations of this Agreement. Appvestor has the right to review Your Mobile application and reject Your application to access and use any of the Appvestor Services.

When You register a developer account You certify:

• The information provided is accurate, truthful, current and complete;
• You will maintain and promptly update Your account information;
• You will maintain the security of Your account by not sharing Your user ID and password with others;
• You will promptly notify Appvestor if you discover or otherwise suspect any security breaches related to the Website, including if Your user ID or password have been compromised and;
• You take sole responsibility for all activities that occur on Your account and accept all risks of unauthorized access.

In order to be eligible for investment, Appvestor will qualify the app using, but not limited to the

• App quality like app ratings, and reviews
• Other key figures such as:
  • AppStore optimization
  • User conversion
  • User retention
  • Monetization performance
  • Usage of subscriptions and in-app purchases
  • Usage of in app advertisement
  • Country penetration and App localization

Appvestor require access to:

• Firebase Owner Access
• View Access to Google Play Developer console (incl. financial data if you IO terms include In App Purchases, Subscriptions or other revenue streams tracked)
• API Access to your App Store to automatically extract data needed for investment and funding.

There will be several conditions under which we need to operate such as, but not limited to:

• If IN-APP advertising placement are damaging user retention, we may ask for caps on the impressions on campaigns users
• We may ask for Separate opt-in/on boarding tracks for campaigns and organic users
• We will focus on compliance with Google Advertising policies
• We will focus on compliance with Google Play Store policies
• We will ask for a Non-competitive UA clause where you cannot run campaigns in the same geos at the same time as us (non-cannibalization clause)
• No cross promotion of Appvestor monetized apps
• You need to disclose any prior violations and/or account warnings etc.
• You will be required to share information about app ownership such as account credentials or information. This is mandatory for google ads verification.

The ASDK, including but not limited to, updates, patches, minor releases, major releases, and upgrades, shall be and remain the exclusive property of Appvestor. In the same way, all other rights of Appvestor, including without limitation, copyrights, or other intellectual property rights, shall not be affected by this Agreement either.

You are obligated, without undue delay, to notify Appvestor if You suspect any unauthorized use of the ASDK, the Website or Appvestor Services. Furthermore, You will, to the best of Your efforts, limit or stop unauthorized usage. You shall promptly inform Appvestor if the unauthorized usage or other violations result in legal proceedings. Appvestor shall, at its sole discretion and expense, have the right to participate in such litigation and/or proceedings insofar as it concern claims against Appvestor. That right to participate includes Appvestor’s right to select and retain counsel at Our own expense.

You acknowledge and agree to; obtain any and all legally required consents from Your End-Users for Appvestor to serve and deliver advertisements and add advertisements to Your Mobile Application to further show directly on the mobile devices of Your end-users. Furthermore, Appvestor reserve the right to access, index, and cache requests made from the End-User’s device to the service. Appvestor may collect certain information from the consumer’s device and may deliver advertisements to the End-User’s mobile device on behalf of its ad network partners and network of third-party mobile advertisers.

Appvestor may provide advertisement to You as part of the SDK, but You are the sole owner of the advertisement placement in the Mobile Application. Appvestor does not have full control over the advertisements and make no representation or warranties of any kind regarding the content of the advertisements. Appvestor excludes, as defined in Google’s Policies, sensitive categories including, but not limited to, advertisements containing gambling or sexually explicit content via the SDK. In no event, without limitation, shall Appvestor be liable for the advertisements or any of its contents.

Appvestor shall not be liable for the content of the data transmitted and the content of data that may be accessed via the Service. Appvestor reserves the right to block individual offers if statutory provisions, such as but not limited to, the Danish E-Commerce Act (E-Handelsloven) requires or if it is necessary for internal reasons.

Appvestor will reasonably attempt to provide the most comprehensive access to phone number databases but does not guarantee the accuracy of such data.

In Your Developer account, You can define the layout of the screens for the advertising units that will be shown via the SDK in Your Mobile Application. You are not allowed to use any of Appvestor’s registered trademarks or any other trademarks that You do not own any rights to use. You are not allowed to use a layout that is disturbing or offensive to End-Users. This includes, but is not limited to, sexually explicit content.

In case You do not comply with the content guidelines defined by Google You are liable for any damage or damages claimed Appvestor encounters.

Within thirty (30) days, after the end of each calendar month, during the term of this Agreement, Appvestor will provide You with an electronic report, showing Your compensation for the given month.

Appvestor pays You a share of the net revenue it receives from advertisers based upon the revenue that is attributable to the ASDK running in Your Mobile Application. Depending on the signed agreement, You will be paid directly by Appvestor, if initial payment is through a mediation partner of Appvestor, You agree to notify the mediation partner to provide the full payment to Appvestor. Appvestor will provide You with an invoice and pay out Your owed share of the net revenue if payments go directly to Appvestor. If not, an invoice will be sent to You.

Unless otherwise posted on the site or otherwise agreed to in writing between Appvestor and You, Your compensation will only include revenue actually received by Appvestor from the advertisers less: (i) any returns, credits or other similar allowances made by Appvestor to a particular advertiser; (ii) any applicable taxes, commissions, carrier fees and other similar taxes, fees and expenses; (iii) any operational costs; (iiii) any bank transaction fees when we send you money. Appvestor’s figures and calculations regarding Your compensation will be final and binding.

Appvestor will pay You the amounts properly due and payable within sixty (60) days following the end of the applicable month, in which it is earned, provided that such amounts exceed one hundred (100) Euros. Payment of the compensation shall be made in Euros. If the amounts properly due and payable is less than one hundred (100) Euros, Appvestor will pay You the following month, provided that such amounts exceed one hundred (100) Euro. However, Appvestor shall have no obligation to pay You the amounts until the applicable net revenue has been received by Appvestor from the applicable advertisers or third party.

You agree and acknowledge that You shall provide Appvestor with correct and accurate bank account information for the purposes of payment. Failure to comply with this section shall result in forfeiture of the due payment after the expiration of a six (6) month period, as of the date of the issuance of the first credit note or invoice by Appvestor. Without limitation of any indemnification obligations set forth in this agreement, You agree to indemnify, defend, and hold Appvestor harmless from and against any liabilities, damages, or expenses, should You fail to provide accurate information about Your bank account information to Appvestor.

You will provide Appvestor with applicable tax forms, documents, or certifications as may be required by applicable law, for Appvestor to satisfy any information reporting and/or withholding tax obligations with respect to any payments hereunder. Where applicable, You agree that You will be solely responsible for compliance with local tax regulations. Where applicable, within the European Union, You agree that Appvestor will prepare and issue VAT invoices in a self-billing arrangement. You acknowledge and accept the validity of such self-billed invoices, and You agree that You will be responsible for timely remittance to applicable tax authorities of any tax amounts on such self-billed invoices that were paid to You by Appvestor.

In the event an advertiser does not pay Appvestor within one hundred and twenty (120) days of when the amount is due, the account will be declared an uncollectible account, and no compensation will be due or payable to You in connection therewith.

You agree and acknowledge that You shall provide Appvestor with Your correct, country specific, company tax registration number (e.g. VAT) and the essential information required according to the relevant legal regulations for the purposes of payment. Failure to comply with this section shall result in the due payment being delayed until You have provided this information. You are fully responsible for such delay and are obligated to indemnify and hold Appvestor harmless regarding any damages or (legal) consequences caused by this delay.

If our system fails to provide accurate credit notes, Appvestor shall not be liable for payment, unless it was caused by Appvestor with intent or gross negligence. In case of doubt, the corrected version shall be binding.

In advance of allowing an End-User to install your Mobile Application, including our SDK, You assure that You will provide End-Users with Your privacy policy that characterizes how You collect, store, use, and disclose End-User’s information through your Mobile Application. You are also obligated to disclose that You have an agreement with Appvestor.

You are obliged to notify your End-Users that Your Mobile Application works with ad-support if you choose to implement the advertisement option. Appvestor may deliver advertisements directly to End-Users. Appvestor may collect, store, and share Your End-User’s data. You agree that Appvestor may collect information from End-User’s mobile device and may deliver advertisements to the End-User’s mobile device when installing Your application. You are obligated to obtain consent from the End-User to all these proceedings.

Appvestor may at its sole discretion choose to offer a User Acquisition (UA) Service free of charge to developers whose applications have been fully released without the Caller SDK integrated. Only agreed Mobile Applications with one or more of our SDK’s are eligible for Our UA Service.

A ‘fully released’ application means an application not released with a staged rollout or similar release procedure, but fully integrated with, and committed to the ASDK, released in good faith to the broadest possible public downloads of the application and unobstructed availability and use on the distribution channel.

Appvestor will, in good faith, set up, manage, monitor, and optimize user acquisition campaigns for applications using the ASDK’s.

You may choose to use or not use the UA Service. The UA Service is subject to an individual signed Insertion Order (IO). Appvestor reserves the right to run trial UA services as part of the Mobile Application evaluation process.

You will keep our SDK(s) with the entire screen display range active in the Mobile Application(s) for the entire duration of the marketing campaign(s) + minimum 24 months.

You will integrate the Firebase SDK and set up the events outlined by Appvestor. These events are used in the marketing campaigns to target users most likely to take revenue-generating actions. The Firebase SDK is a vital prerequisite for optimizing marketing campaign performance.

You will provide Appvestor “read” access to Your Google Play developer console to the Mobile Applications who are subject to the UA service as well as the firebase console.

Appvestor is committed to protect privacy and data protection and strictly complies with applicable data protection laws. The Appvestor Privacy Policy is available at https://legal.appvestor.com/privacy-policy/ and shall be part of this agreement by this reference. It may be updated from time to time during the term of this Agreement. By accepting this Agreement, You acknowledge that You have read our Privacy Policy and that You consent to it. Furthermore, You agree to reference the Appvestor Privacy Policy in Your own Privacy Policy, End User License Agreement, or other forms of notice and/or documentation in Your Mobile Application.

In the event that Appvestor or a portion of Appvestor’s assets are acquired by another company, the information collected about You and Your End-Users through the Services may be included in the transferred assets.

Appvestor assumes no liability or warranty to the extent permitted by law. If this exclusion of liability and warranty is not permitted by law, the following is considered:

Appvestor shall not be liable for damages unless it was caused by Appvestor or its agents with intent or gross negligence. Any liability for slight negligence shall be excluded. Any liability for personal injuries shall remain unaffected thereby. Any liability for third-party damages, consequential damages, and loss of profits shall also be excluded. The parties agree that there shall be no liability for defects that occur more than three months after delivery. Appvestor shall also not assume any liability for defects that could have been prevented by regular (at least daily) backups and other security measures. The burden of proof that damages would also have occurred if a backup or other security measure had been duly implemented on a regular basis lies with You.

Appvestor shall also not be liable for the content of the data transmitted and the content of data that may be accessed via our services. Appvestor reserves the right to block individual offers if statutory provisions, such as but not limited to the Danish E-Commerce Act (E-handelsloven) requires or if it is necessary for internal reasons.

Should the restrictions of the warranty and liability of Appvestor be in breach of mandatory statutory provisions, all warranty and liability obligations shall, in terms of scope, be reduced to the statutorily admissible minimum extent.

The app distribution channel’s policies, rules, and regulations, which may be amended at any point in time, will determine the legality of running and initializing the SDK in Your Mobile Application. Appvestor does not warrant any use of the SDK, or the implications that the use, which may be in violation of the aforementioned policies, may have on Your Mobile Application. Appvestor is not liable for any decisions made by the app distribution channel, including decisions to not publish or remove your Mobile Application from the app distribution channel, or any similar actions that may cause harm to You.

You agree to indemnify, hold harmless, and defend Appvestor and all related persons, entities, agents etc. from and against any action, claim, demand, dispute, or liability arising from or relating to any negligence or willful misconduct of You or related persons, entities, agents etc., Your breach of this Agreement, any allegation that the application infringes a third party’s copyright, or any intellectual property right, or any misrepresentation of You.

You confirm that you agree that Appvestor shall have the unrestricted right to participate in the defense in any of the above mentioned cases through counsel of their own choice.

You shall take all necessary precautions in order to guarantee that the SDK is used in conformity with this Agreement and to prevent unauthorized access, reproduction, and any other abuse or breach of this Agreement. You shall furthermore be obligated to treat confidentially all business and trade secrets in connection with the business, the business relationships, and other commercial aspects of Appvestor. In addition, you declare expressly and irrevocably to refrain from taking any measures, in particular for Your own or a third party’s commercial advantage, which are based on business and trade secrets You have been provided access to, or which makes You profit from such secrets. In addition, You shall neither deny nor contest in or out of court any of the rights of Appvestor to the SDK.

You expressly agree to maintain confidentiality regarding any detailed modalities of this Agreement and the amount payable to You. Only disclosures to public authorities including, without limitation, financial authorities, required on the basis of mandatory statutory provisions shall be exempt from this confidentiality obligation. To the extent required by law or by the articles of association and/or by any other regulations, information may be provided to other corporate entities about You, in particular to supervisory authorities, to the extent necessarily required. Any disclosure to potential consumers or competitors of Appvestor shall be prohibited.

As soon as you get knowledge of any infringements of the rights, in particular of the proprietary rights or copyrights of Appvestor and its brands, You shall without undue delay take all adequate steps required to prevent such infringements and inform Appvestor of such infringement at the earliest convenience. You shall provide Appvestor with all the information and evidence regarding the infringement that is available to You.

Should You have the suspicion that some of the provisions of this Agreement are violated, compliance with such provisions shall be reviewed by a person bound by the confidentiality obligation in the presence of a representative of You. You shall bear the costs of this review.

You shall not, and shall not authorize others, to generate fraudulent calls, clicks, or impressions on any advertising served as part of the Services, whether generated manually or by use of a device or other automated process. Failure to comply with the foregoing shall be deemed a material breach of this Agreement. In addition, no payment shall be made hereunder in connection with any such fraudulent clicks, impression, in-app purchases and/or in-app subscriptions.

You warrant, that You and Your Mobile Application, including the SDK, are in compliance with all applicable laws and regulations in your countries of operation.

You assure that you will comply with all applicable Appvestor policies and Google policies.

17. Data Ownership

You and Appvestor understand that all data, including, but not limited to, information provided by End-Users in response to an advertisement and/or any or all reports, results, and/or information created, compiled, analyzed, and/or derived by a party with respect to a consumer from such data shall be owned as follows: You own any data you collect and Appvestor owns any data it collects.

You shall not cash, copy, save, or store any content Appvestor provides via the SDK, including but not limited to phone numbers and names. Any activity which violates this Agreement will terminate the license granted by Appvestor immediately without notice.

18. Term of Agreement

You agree that Appvestor has no obligation to allow you access to the service or any part thereof and may refuse to allow access to the service to any developer at any time. Further, Appvestor may modify, suspend, or discontinue the service (or the developer’s access to the service), including the availability of advertising or other content, at any time and without notice or liability. Appvestor hereby reserves the right to amend this Agreement and at any time and without notice, and it is your responsibility to review this Agreement for any changes. Your use of the service will signify your acknowledgement to and acceptance of the revised agreement.

Unless otherwise agreed upon, the license is granted for an indefinite period of time.

Appvestor shall be entitled to terminate this license with immediate effect without cause. Claims against Appvestor by such termination are fully excluded.

19. Governing Law

This Agreement shall be governed by and construed in accordance with Danish law without regard to its conflict of law provisions. In the event that any of the provisions of this Agreement should become ineffective, invalid, or unenforceable, this shall not affect the effectiveness, validity, and enforceability of the remaining provisions. In the event of the ineffectiveness, invalidity, or unenforceability of any of these provisions, the parties have agreed to substitute such by an effective, valid, and enforceable provision which is, in its economic result, as close as possible to the ineffective, invalid, or unenforceable provision. The application of conflict of law clauses or choice of law clauses, in particular the CISG, shall be excluded.

20. Force Majeure

Neither party shall be liable for failure to comply with any of the terms of this Agreement to the extent that such failure was caused by fire, flood, earthquake, storm damage, war, insurrection, government restrictions, strikes, telecommunications outages, internet outages, power outages, pandemics, acts of terrorism, or other causes beyond that party’s reasonable control.

21. Miscellaneous

Appvestor reserves the right to freely assign and transfer the rights and duties under these terms and conditions to any third party.

All amendments and supplements to the license terms shall be made in writing. The same shall apply to any deviation from this requirement of form.

The parties to this Agreement waive their right to contest this Agreement for whatever reason or to request adjustment.

Appvestor services are not intended for or designed to attract anyone under the age of 18 and Appvestor does not intentionally or knowingly collect personal information in the Services from anyone under that age.

The parties to this Agreement shall bear their own costs, charges, or duties arising in connection with the execution and performance of this Agreement.

The applicability of general terms and conditions, purchase conditions, or other contract templates of You shall be excluded unless expressly (written) agreed upon in this Agreement. Such terms and conditions shall not be permitted as a supplement.

Should any provisions of this Agreement be or become ineffective, invalid, or unenforceable, this shall not affect the effectiveness, validity, or enforceability of the remaining provisions. In the case of ineffectiveness, invalidity, or unenforceability of any of these provisions, a provision which is neither ineffective, nor invalid or unenforceable and which in its economic result comes closest to the provision to be replaced shall be agreed upon between the parties to this Agreement.

Appvestor is entitled to include the developer’s name and logo in marketing material as long as the developer uses any “Appvestor” Services, including but not limited to announcements, presentations, a list of developers on the website, and any other marketing purpose.

By accepting this Agreement, you expressly state that you fully accept and agree to the terms and conditions outlined in this Agreement.

You expressly approve that Appvestor may use, in any technical form and vis-a-vis any third party, Your name and logo as a reference customer.

The corporate seat of Appvestor shall be the place of payment and performance.