SITEAPPS PLATFORM AGREEMENT

(Developer Agreement)

 

This Agreement is a legal contract between You, as a developer of Applications ("You" or "Developer") and Power Trio Corp. ("SITEAPPS") regarding Your use of the SITEAPPS Platform, as defined below. All references to "us," "our" and "SITEAPPS" in this Agreement are intended to refer to Power Trio Corp. and its subsidiaries and affiliate entities.

 

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING ANY PART OF THE SERVICES.  BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, YOU AGREE THAT YOU HAVE READ AND AGREE TO BECOME BOUND BY THE AGREEMENT.  IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE "CANCEL" BUTTON AND YOU WILL NOT HAVE ANY RIGHT TO USE THE SITE OR SERVICES.

 

SITEAPPS License and Platform

 

1           SITEAPPS owns and operates a platform on the Internet ("SITEAPPS Platform") where You can publish Your software products and contents ("Applications") for the distribution to and use by third Parties ("End-Users").  Subject to full compliance with the terms of this Agreement and the "Terms of Use" http://siteapps.com/site/terms/1, "Privacy Policy" http://siteapps.com/site/terms/6, and "Developer Payment and Tax Information" http://siteapps.com/site/terms/5, which are part of this Agreement, SITEAPPS hereby grants to You a limited, personal, non-sublicensable, non-transferable, non-exclusive license to use the SITEAPPS Platform for the sole purpose of allowing You to sell Your Applications in accordance with the terms and conditions of this Agreement ("Services").

 

2           You will be responsible for submitting Your Applications to the SITEAPPS Platform, providing all required and complete information to SITEAPPS and to End-Users with respect to You and to Your Applications, and accurately disclosing the security permissions necessary for the Application to function on user machines, hardware, or other devices. Applications that are not properly submitted will not be published in the SITEAPPS Platform.

 

3           You will be required to provide information about Yourself (such as identification or contact details) as part of the registration process for the SITEAPPS Platform, or as part of Your continued use of the Services. You agree that any information You give to SITEAPPS will always be accurate, correct and up to date. As part of the specification for Your Application, You shall provide all technical information related to Your Application, in addition to other information of the Application that may be required by SITEAPPS.

 

4           SITEAPPS reserves the right, at its sole discretion, to decide whether each Application is inappropriate or violates this Agreement, including but not limited to copyright infringement, violations of intellectual property law, pornography, obscene or defamatory material. SITEAPPS also reserves the right, at its sole discretion, to reject, refuse to post or remove any Application from its SITEAPPS Platform, or to restrict, suspend or terminate Developer's license, or access to all or any part of the Service at any time, for any or no reason, with or without prior notice. Notwithstanding the foregoing, SITEAPPS assumes no responsibility for monitoring the Applications for inappropriate content or modifying or removing such Applications from the SITEAPPS Platform.

 

5           While SITEAPPS is not required to monitor the Applications or their content, SITEAPPS may at any time review or test Your Applications and their source code for compliance with this Agreement and any other applicable terms, obligations, laws, or regulations, and may use automated means to conduct such review.

 

6           You acknowledge and agree that the SITEAPPS Platform will allow End-Users or SITEAPPS to rate the Applications. Along with other factors to be defined at SITEAPPS’ criteria, the Applications ratings may be used to determine the placement of the Applications on the SITEAPPS Platform.

 

7           Nothing in this Agreement will impair SITEAPPS’ right to develop, acquire, license, market, promote or distribute Applications, software or technologies owned by SITEAPPS or by third Parties that perform the same or similar functions as, or otherwise compete with, any other applications, software or technologies that You may develop, produce, market, or distribute.

 

8           You must not have a current or proposed program or service that is competitive with SITEAPPS' Platform Services.  If You intend at any time to institute such a program or service, You will promptly inform SITEAPPS for its prior and written approval.

 

9           SITEAPPS shall have no liability in case of non-availability, access failure or malfunction of the SITEAPPS Platform, even permanently or temporarily.

                     

Developer License

 

10        You grant to SITEAPPS a worldwide, non exclusive, and royalty-free license to host, link to, copy, translate, publicly perform, publicly display, test, distribute and otherwise use the Applications and any content contained in, and copy, perform, display, and use the Applications for administrative and demonstration purposes in connection with the operation and marketing of the SITEAPPS Platform.

 

11        You further grants to any End-User of the SITEAPPS Platform a non-exclusive, worldwide, and perpetual license to perform, display, and use the Applications and any content contained in, accessed by, or transmitted through the Applications, according to "End User License Agreement" http://siteapps.com/site/terms/2. You acknowledge and agree with the terms and conditions set forth in the "End User License Agreement" http://siteapps.com/site/terms/2 and You acknowledge that You will be part of such agreement as the licensor of each Application to the End-Users and SITEAPPS will have no responsibility in this regard.

 

12        Except for the license rights granted by You in this Section, SITEAPPS obtains no right, title or interest from You under this Agreement in or to any of Applications, including any intellectual property rights which subsist in those Applications.

 

Support to the Applications

 

13        You will be solely responsible for any and all support and maintenance of Your Applications and any complaints about Your Applications at any time, during the term of this Agreement.  Your support contact information will be displayed in each application detail page and made available to End-Users for customer support purposes.

 

14        Failure to provide adequate support for Your Products may result in low Product ratings, less prominent product exposure, or in the removal from the SITEAPPS Platform, in addition to the responsibility that You shall assume due to the breach of this Agreement and the "End User License Agreement" http://siteapps.com/site/terms/2.

 

Pricing and Payments

 

15        This Agreement covers Applications that You choose to distribute for free and Applications for which You choose to charge a fee.

 

16        You shall be responsible in setting a price for the Applications developed to be paid by the End-Users. The price and payment conditions will be displayed in each application detail page and made available to End-Users for information and payment purposes. You shall have the right to change the payment price and the payment conditions at any time, provided such change is displayed in each application detail page.

 

17        SITEAPPS shall be responsible in collecting the due amounts and shall pay to You seventy percent (70%) of the advertised price charged and received by SITEAPPS, minus applicable taxes, for each installation of the Applications, in accordance with SITEAPPS’ "Developer Payment and Tax Information" http://siteapps.com/site/terms/5.  SITEAPPS shall retain thirty percent (30%) for the Services rendered. If the Application is free, You will not be charged for any fees for the Services rendered.

 

18        We reserve the right to display to End-Users the price of the Applications in their native currency or in any other currency established by us.

 

Developer’s Restrictions

 

19        Notwithstanding other restrictions set forth in this Agreement, You acknowledge and agree that You are prohibit to:

 

      Exploit the SITEAPPS Platform in any unauthorized way, including but not limited to, by trespass, burdening network capacity or using the Services, SITEAPPS Platform other than for authorized purposes;

      "Stalk", harass, threaten, or defraud other End-Users;

      Send, post, publish or make available illegal, pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or inappropriate content or messages in the SITEAPPS Platform or content that promotes hate or incitement of violence or that violate intellectual property rights of third parties, including, but not limited to patent, copyright, trademark, trade secret or other proprietary right;

      Make unsolicited offers, advertisements or proposals; or send chain letters, unsolicited email, SMS, "spam" or other junk messages to the End-Users;

      Transmit any worms or viruses or any code of a destructive nature through the SITEAPPS Platform or any Application submitted thereon;

      Impersonate another person or access another End-User’s account without permission;

      Misrepresent the source, identity, or content of information transmitted via the SITEAPPS Platform, for example, claiming a created work as Your own that is not Yours;

      Use the SITEAPPS Platform for any illegal or unlawful purpose;

      Interfere with any security-related features of the SITEAPPS Platform or otherwise attempt to gain unauthorized access to the SITEAPPS Platform, or any part of them, other accounts, computer systems or networks connected to the SITEAPPS Platform, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the SITEAPPS Platform or any activities conducted on the SITEAPPS Platform;

      Intentionally interfere with the operation of the SITEAPPS Platform or any End User’s enjoyment of it;

      Use the SITEAPPS Platform in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment of the SITEAPPS Platform;

      Modify, publish, network, rent, lease, loan, transmit, sell, participate in the transfer or sale of, reproduce, create derivative works based on, re-distribute, perform, display, or in any way exploit any of the SITEAPPS Platform, its content or Services in whole or in part;

      Decompile, reverse engineer, disassemble, attempt to derive the source code of any software or security components of the Services or of the SITEAPPS Platform;

      Use of the SITEAPPS Platform, its content or the Services to violate, tamper with, or circumvent the security of any computer network, software, passwords, encryption codes, technological protection measures, or to otherwise engage in any kind of illegal activity, or to enable others to do so, is expressly prohibited;

      Publish material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity right, unless You are the owner of such rights or have permission from their rightful owner to post the material and to grant SITEAPPS all of the license rights granted herein.

 

Term and Termination

 

20        SITEAPPS may terminate this Agreement or suspend You as Developer at any time at SITEAPPS’ sole discretion with 24 hours prior written notice. Notwithstanding the foregoing, SITEAPPS may promptly terminate this Agreement if You have breach any provision of this Agreement, if required by law or in case SITEAPPS decides not to provide the Services at the SITEAPPS Platform.

 

21        If SITEAPPS is notified by You or otherwise becomes aware and determines in its sole discretion that an Application or any portion thereof: (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 violates SITEAPPS hosting policies or other terms of service as may be updated by SITEAPPS from time to time in its sole discretion; (d) is being published or distributed by You improperly; (e) may create liability to SITEAPPS or any third party; (f) is deemed by SITEAPPS to have a virus or is deemed to be malware, spyware or have an adverse impact on SITEAPPS or a third party's network; (g) violates the terms of this Agreement; or (h) the display of the Application is impacting the integrity of SITEAPPS servers, this Agreement is automatically and promptly terminated and SITEAPPS may prevent the Application from being made available in the SITEAPPS Platform, remove the Application from the SITEAPPS Platform, remotely disable or remove the Application from End-Users systems or devices, or flag, filter, modify related materials (including but not limited to descriptions, screenshots, or metadata), or reclassify the Application at its sole discretion. Notwithstanding the foregoing, SITEAPPS reserves the right to suspend or bar any Application from the SITEAPPS Platform at its sole discretion and with no justified reason.

 

22        You may terminate this Agreement and request SITEAPPS to remove Your Applications from future distribution via the SITEAPPS Platform at any time, within 30 (thirty) days prior written notice but You must comply with this Agreement for any Applications distributed through the SITEAPPS Platform, including but not limited to refund requirements. SITEAPPS shall have the right, at its sole criteria, to include a notice on the SITEAPPS Platform informing to End-Users that such Application will be removed. Removing Your Applications from future distribution via the SITEAPPS Platform does not (a) affect the license rights of End-Users who have previously purchased Your Applications, (b) remove Your Applications from user machines, hardware, or other devices, or from any part of the SITEAPPS Platform where previously Applications are stored on behalf of End-Users, or (c) change Your obligation to deliver or support Applications or services that have been previously purchased or installed by End-Users.

 

23        For the purposes of item (a) of Section 22 above, You acknowledge and agree that in case of termination of this Agreement or in case SITEAPPS suspend or discontinue the access to Your Applications, at SITEAPPS’ sole discretion, You shall grant to the End-Users the license to copy the Applications and their source code for the continuing use of the Applications that were previously purchased by the End-Users in accordance with all the terms and conditions of the "End-User License Agreement".

 

24        In the event that Your Application is involuntarily removed because it is defective, malicious, infringes intellectual property rights of another person, defames, violates a third party's right of publicity or privacy, or does not comply with applicable law, and an End User purchased such product within a year before the date of takedown: (i) You must refund SITEAPPS all amounts received, plus any associated fees (i.e. chargebacks and payment transaction fees), and (ii) SITEAPPS may, at its sole discretion, withhold from Your future sales the amount in subsection (i) above.

 

25        Upon any termination or, at SITEAPPS’ discretion, all rights and licenses granted to You by SITEAPPS will cease, including Your right to access the SITEAPPS Platform, and You agree to destroy any and all SITEAPPS Confidential Information that is in Your possession or control. No refund or partial refund of any fees paid hereunder or any other fees will be made for any reason.

 

26        Following termination of this Agreement, Sections 13, 14, 28, 29, 30, 31, 35, 37 to 42 shall continue to bind the Parties.

 

Intellectual Property

 

27        Each party shall own all right, title and interest, including without limitation all intellectual property rights, relating to its assets and content. 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 intellectual property rights of the other party.

 

28        The SITEAPPS Platform is solely owned and operated by SITEAPPS. The visual interfaces, graphics, design, compilation, information, computer code, products, software, services, and all other elements of the SITEAPPS Platform provided by us, including without limitation any artwork, visual art and any combination thereof are protected by copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for the applications developed by You or by third Parties, all materials contained on the SITEAPPS Platform are the property of SITEAPPS and/or third-party licensors.

 

29        All trademarks, service marks, and trade names related to the Services are proprietary to SITEAPPS and/or third-party licensors. You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the materials available in the SITEAPPS Platform.

 

30        You hereby agree and grant SITEAPPS a limited, non-exclusive license to use your name, logo, and the title(s) and logo(s) of your Applications or the content of the Applications on the SITEAPPS Platform, in connection with the Service, and in screenshots, videos, and demonstrations of Your Applications, presentations, marketing materials, marketing events, press releases, developer events, customer lists, and financial reports. The Applications may be branded with SITEAPPS specified trademarks, including "brought to You by SITEAPPS" or any other provision in accordance with SITEAPPS' trademark usage criteria.

 

31        You represent and warrant that You have all and will maintain all necessary rights to grant the licenses to the Applications and any content contained in, accessed by, or transmitted through the Applications to SITEAPPS, and End-Users of Your Applications.

 

32        Except for the license rights granted in this Agreement, (a) You retain all rights in the Applications. SITEAPPS acknowledges and agrees that it obtains no right, title or interest from You under this Agreement in or to any content that You submit, post, transmit or display on, or through, the Applications, including any intellectual property rights which subsist in that content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You agree that You are responsible for protecting and enforcing those rights and that SITEAPPS has no obligation to do so on Your behalf.

 

Modification of this Agreement

 

33        SITEAPPS reserves the right, at its discretion, to change, modify, add, or remove portions of these terms at any time without notice. Any new features that increase or enhance the current Service, including the release of new tools and resources, shall automatically be subject to the Agreement. This Agreement, together with the SITEAPPS' "Terms of Use" http://siteapps.com/site/terms/1, "Privacy Policy" http://siteapps.com/site/terms/6, "Payment Policy" http://siteapps.com/site/terms/4 and "Developer Payment and Tax Information" http://siteapps.com/site/terms/5, may be changed from time to time. When SITEAPPS changes such documents in a material way a notice and the updated document will be posted on the SITEAPPS Platform, and at the moment You login at the SITEAPPS Platform and by clicking on the "I ACCEPT" button below You confirm that You have read and have agreed to become bound by the changes on this Agreement. It is Your responsibility to ensure that You understand the updated terms and Your continued use of the SITEAPPS Platform after the posting of changes constitutes Your binding acceptance of such changes. Notwithstanding the foregoing, for any changes to this Agreement, to the "Terms of Use" http://siteapps.com/site/terms/1, "Privacy Policy" http://siteapps.com/site/terms/6, "Payment Policy" http://siteapps.com/site/terms/4 and "Developer Payment and Tax Information" http://siteapps.com/site/terms/5, such amended terms will automatically be effective on the date the terms are initially posted on the SITEAPPS Platform. You can review the most current version of the Terms at any time at the SITEAPPS Platform.

 

34        When using SITEAPPS Platform, You may be subject to any additional posted guidelines or rules including, but not limited to, the notices which are applicable to specific activities and features which may be posted from time to time (the "Guidelines"). All such Guidelines are hereby incorporated by reference into this Agreement.

 

Indemnification

 

35        You agree that You are solely responsible for any Applications You publish in the SITEAPPS Platform, for any breach of Your obligations under this Agreement or under the "End User License Agreement" http://siteapps.com/site/terms/2, any applicable third party contract or terms of service, or any applicable law or regulation and for the consequences of Your actions (including any loss or damage which SITEAPPS or any third party may suffer) by doing so.

 

36        You agree to defend, indemnify and hold harmless SITEAPPS and its respective directors, officers, employees and agents from and against any and all 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) Your use of the SITEAPPS Platform in violation of this Agreement, or any applicable laws or regulations, (b) Your Application that infringes any copyright, trademark, trade secret, trade dress, patent or other right of any person or defames any person or violates their rights of publicity or privacy; (c) unauthorized use of any third party applications, software  and other third party rights; or (d) any third party claims arising out of or relating to Your Application or Your unauthorized use of the SITEAPPS Platform.

 

37        Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of Your use of the SITEAPPS Platform may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies we may have at law.

 

Limitation of Liability

 

38        SITEAPPS provides the SITEAPPS Platform "AS IS" AND WITHOUT WARRANTY OF ANY KIND, AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT.  THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

 

39        UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL SITEAPPS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM YOUR USE OF THE BY SITEAPPS PLATFORM OR PERFORMANCE OF THE SERVICES.  SITEAPPS’ LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO US$50.00 (fifty US dollars). THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF COMPANY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

 

Confidentiality

 

40        All business and technical information, whether in written or oral form and including, but not limited to, technical know-how, specifications, strategies, policies, quality control standards, instructions and procedures, information about End-Users, which the Parties may disclose to the other, shall be received and retained by the Parties and its employees, agents and representatives, as strictly confidential and, except as otherwise expressly specified, may not be disclosed to any third party or to any person within its organisation not having the need to know. The above shall not apply with respect to information which:

 

      Was already in the public domain at the time of receipt from the Parties, or which comes into the public domain without breach of an obligation assumed hereunder;

      Was already known by the Parties at the time of receipt from  the other Party and was not acquired directly or indirectly from the Parties on a confidential basis;

      Becomes known to the Parties on a non-confidential basis received through a third source whose acquisition and disclosure were entirely independent, not in breach of any obligation hereunder and not on a confidential basis;

      The disclosure of which is approved by one of the Parties in writing;

      A party is required by Law to disclose such Confidential Information; provided, however, that in such an event specified the party that receives the Confidential Information shall provide the other party with prompt prior written notice of such required disclosure and only disclose that portion of the Confidential Information that such party is advised by counsel to be legally required.

 

Miscellaneous

 

41        Except as explicitly stated otherwise, legal notices will be served to the email address You provide to SITEAPPS during the registration process Notice will be deemed given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, the Parties may give legal notice by mail to a postal address. In such case, notice will be deemed given three (3) days after the date of mailing.

 

42        Without limiting the foregoing, under no circumstances shall SITEAPPS be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third Parties, or loss of or fluctuations in heat, light, or air conditioning.

 

43        This Agreement and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by SITEAPPS without restriction, provided that assignee is bound to the terms and conditions of this Agreement.

 

44        The Parties will at all times be independent contractors and will so represent themselves to all third Parties.  Nothing in this Agreement shall be construed to create a partnership, agency relationship, or joint venture between the Parties hereto.  No Party has any authority under this Agreement to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of any other Party.

 

45        If any provision of this Agreement is deemed to be illegal or unenforceable by any court of competent jurisdiction, (a) such provision shall be deemed to be severable from the remainder of this Agreement, (b) the effect of such determination shall be limited to such provision to the extent reasonably practicable, and (iii) the validity, legality and enforceability of such provision in any other jurisdiction shall not in any way be affected or impaired thereby.

 

46        The failure of any Party to insist upon strict performance of the provisions hereof shall not be construed as a waiver of future compliance and no waiver of the provisions hereof by such Party shall be deemed to have been made unless expressed in writing and signed by such Party.  Any provision of this Agreement may be amended if, but only if, such amendment is in writing and signed by each Party hereto.

 

47        This Agreement, along with the "Terms of Use" http://siteapps.com/site/terms/1, "Privacy Policy" http://siteapps.com/site/terms/6, "Payment Policy" http://siteapps.com/site/terms/4 and "Developer Payment and Tax Information" http://siteapps.com/site/terms/5, represent the complete agreement concerning the subject matter hereof between the Parties and supersedes all prior agreements and representations between them.

 

48        If any dispute arises between the parties concerning the construction, interpretation or application of any of the provisions of this Agreement, whether during the term or after the termination of this Agreement for whatever reason, such dispute will be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with such rules. The place of arbitration will be Miami, Florida and the language to be used in the arbitration proceedings will be English. Both the parties agree to be bound by the determination in such arbitration and to bear one-half of the cost of such arbitration. This clause shall not apply to the terms of this Agreement concerning restrictions against disclosure of confidential material or any matter in which injunctive relief is sought.

 

49        This Agreement shall be governed by, and construed in accordance with the laws of the State of Delaware, without regard to its principles of conflicts of laws.

 

 

 

Last update: 2013-08-19