Welcome to the Apostrophe Apps, LLC Developer Agreement (“Agreement”). This Agreement contains the terms and conditions under which Apostrophe Apps, LLC offers the “Developer Services” (“DS,” also defined below). This Agreement also incorporates by reference all of the terms and condition of the Online/Mobile Services as described herein and in the Terms of Service (“TOS”) which apply to all Developers. Use of the DS constitutes your agreement to and acceptance of this Agreement. Apostrophe Apps, LLC reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the Apostrophe Apps, LLC Website located at www.StoreFrontSDK.com . In the event of any conflict between this Agreement and TOS, this Agreement shall govern. In the event of substantive changes to the terms of this Agreement, you may also be notified by email. If any modification is unacceptable to you, your only recourse is to cease use of the Online/Mobile Services. Your continued use of the Online/Mobile Services and this DS following the effective date posted of a change notice or new agreement on the Apostrophe Apps, LLC website will constitute binding acceptance of the changes.
1. Agreement.
1.1 Developer Services. This Agreement provides the terms and conditions under which you license your Content and Apostrophe Apps, LLC provides its service allowing you to create, produce, market and sell Products (the “Developer Services” or “DS”) in three ways: (a) through your Storefronts via mobile devices or online, (b) in the Apostrophe Apps, LLC Marketplace or Storefronts and (c) through the E-Commerce Services. Together, all as such services are further defined as “Online/Mobile Services” under Section 2.4.
1.2 Terms of Service. If you become a user of our DS, you will continue to be bound by all of the terms and conditions of our TOS, which are incorporated into this Agreement by this reference. All initially-capitalized terms not defined in this Agreement are defined in the TOS and any disputes you may have relating to your use of the DS will be subject to confidential binding arbitration in accordance with Section 12 of the TOS.
2. Opening a Developer Account.
2.1 Opening an Account. Only Developers have the right to use the DS. To become a Developer, you must open a Developer account (an “Account”) with Apostrophe Apps, LLC through its online registration process found at www.StoreFrontSDK.com .
2.2 Contact Information. You must provide Apostrophe Apps, LLC with accurate and complete contact, payment and tax identification information when you open an Account and in order to become a Developer under this DS. You must immediately notify Apostrophe Apps, LLC if any of this information changes. If you do not provide Apostrophe Apps, LLC with complete, accurate, and updated contact, payment and tax identification information, you may not be eligible to sell Products and/or earn royalties.
2.3 Account Security. You will need to select a password when you open an Account. You will be solely and exclusively responsible for keeping your password confidential and all use of your password and Account, including, without limitation, any use by any unauthorized third parties. You must notify Apostrophe Apps, LLC immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify Apostrophe Apps, LLC immediately if you become aware of any other breach or attempted breach of the security of your Account or the Online/Mobile Services.
2.4 Online/Mobile Services. Through the various Online/Mobile Services platforms, Apostrophe Apps, LLC provides, without limitation, premium products, programs, promotions, coupons, discounts, market data, special pricing structures, Storefronts, fan portals, the Apostrophe Apps, LLC Marketplace or Storefronts and E-Commerce Services (as further defined in the Fees and Royalties terms found here), and any other similar royalty or fee-based services and programs provided by Apostrophe Apps, LLC (each an “Online Service” and together, the “Online/Mobile Services”). Specific terms that related to each of the Apostrophe Apps, LLC Marketplace or Storefronts and Shop Services, and the terms and conditions upon which the various E-Commerce Services are offered, are set forth on the relevant sections of the TOS. Fees and Royalties related to each form of the Online/Mobile Services are found here. Use of any of the Online/Mobile Services constitutes your agreement and acceptance of the respective terms and conditions of the terms and conditions of this DS and any one of the Online/Mobile Services agreement and acceptance of any specific terms connected thereto. Apostrophe Apps, LLC may terminate or modify any or all of the Online/Mobile Services at its discretion.
3. Your Obligations.
3.1 General. You must use the DS in a manner that demonstrates common sense and respect for the rights of Apostrophe Apps, LLC and third parties and in accordance with applicable laws and regulations.
3.2 Your Content.
(a) If you open an Account, you will be solely and exclusively responsible for ensuring your Account, any content or materials that you submit to Apostrophe Apps, LLC for use with your Products (“Content”), and any websites or mobile services linked to your Account pages comply with the terms and conditions of this Agreement and all applicable laws, regulations and rules. All Content must comply with the Content Usage Policy. While Apostrophe Apps, LLC has no obligation to monitor the transactions or communications made through its Website or App(s), it reserves the right, in its sole and absolute discretion, to cancel any transaction or remove or limit access to any Content from the Website or App(s) at any time without notice and without any liability to you or any third party.
(b) Apostrophe Apps, LLC may remove Content from your Account if: 1) your Account has been inactive, as determined by Apostrophe Apps, LLC in its sole discretion, and there are no sales associated with your Account for a period of twelve (12) months or more; or 2) there are no sales associated with the Content for a period of twelve (12) months or more.
3.3 Prohibited Content. You may not upload Content nor design, produce, market or sell any Product that does not comply with the Content Usage Policy, as determined by Apostrophe Apps, LLC in its sole and absolute discretion. For example, but without limitation, you may not design, produce, market or sell a Product with Content that Apostrophe Apps, LLC believes: (i) infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity; (ii) is defamatory; (iii) is obscene or pornographic; or (iv) violates any applicable law, rule, or regulation, including, without limitation, by exploiting images or the likeness of minors. To the extent you violate the Content Usage Policy or the obligations under this Section 3, your Products, Storefronts or Account are subject to termination or suspension and you may be liable for any and all consequences resulting from such violation of this Agreement, including without limitation liability for monetary damages to third parties.
3.4 Copying Content. To the extent Apostrophe Apps, LLC discovers that you have attempted to pass off as your own Content provided by another Developer on our Services, or you otherwise modify such Developer’s Content to mask its origin, you will be liable for any all claims with respect to such action, including without limitation remitting any royalties earned to the other Developer, and your Account will be subject to termination in our sole discretion and we may make indemnification claim against you in accordance with Section 8.
4. Licensing Your Content to Apostrophe Apps, LLC.
In uploading any of your Content to the Website, you grant to Apostrophe Apps, LLC a royalty-free, worldwide, transferable, nonexclusive, right and license in such Content for use in our Online/Mobile Services, in all media and sales channels, existing now or created in the future: (i) to permit you to design, produce, market and make available for sale your Products and/or Content in connection with any Online or Mobile Service, and (ii) to promote, market and advertise your Products, your Storefronts, your Content, the Apostrophe Apps, LLC Marketplace or Storefronts or the E-commerce Services or the Online/Mobile Services generally. Without limitation, this distribution, promotion, marketing, or advertising may consist of: (i) display for sale of your Products and/or Content through our Website or App(s), affiliates, feeds, API and distribution partners, (ii) display of Product or Content placement in magazines, television shows, movies, and other media; and/or (iii) further advertisements for sale of Products or Content through the E-commerce or Mobile Services including but not limited to third party product feeds and banner advertisements. In the Apostrophe Apps, LLC Marketplace or Storefronts, all of the royalties due on sales contained here shall be based on the mark-up you have selected for each product. All royalties on the sales of Products pursuant to the Online/Mobile Services shall be under the terms further set forth in on the terms on Fees and Royalties.
Apostrophe Apps, LLC may also sublicense the rights that you grant it in this Section in connection with provision of the Online/Mobile Services and the sale of your Products. In connection with providing you the Online/Mobile Services, you also grant Apostrophe Apps, LLC the right to automatically add your Content to additional base products distributed by Apostrophe Apps, LLC or its partners, in the Apostrophe Apps, LLC Marketplace or Storefronts and/or for the E-commerce Services.
5. Product Creation.
5.1 Delivery of Content. You will upload or ship to Apostrophe Apps, LLC all Content that you want to use with the DS in accordance with the applicable instructions on the Website. Apostrophe Apps, LLC may, in its sole and exclusive discretion, determine whether any Content complies with such instructions and is satisfactory for use with the DS.
5.2 Approvals and Consents. You must have all necessary approvals and consents to use all Content and, if requested by Apostrophe Apps, LLC, you must deliver copies of those approvals and consents to Apostrophe Apps, LLC.
5.3 Costs of Creation. You will be solely responsible for the creation of the electronic and digital Content that you upload or ship to Apostrophe Apps, LLC, and will pay all costs associated with its creation and copies thereof, including, without limitation: (i) any royalties or other compensation owed to third parties for its use; (ii) payments required by any agreement between you and any labor organization (such as unions or guilds); (iii) all studio, tape, editing, mixing, re-mixing, mastering and engineering costs; and (iv) all costs of travel, per diems, facilities, equipment, and the like. You hereby indemnify Apostrophe Apps, LLC and its officers, directors and employees from any third party claims associated with a failure to meet your obligations under this Agreement in accordance with Section 8 herein.
5.4 Third Party Royalties. You must pay all royalties or similar payments that are or may become due to any third party for any reason, such as all payments under licenses for third-party material in your Content. For example, you must pay all royalties due to the owners of any intellectual property, such as logos, photographs, likenesses, that you do not own and that are used in your Content. Apostrophe Apps, LLC reserves the right to remove your Content for any reason if it believes that such third party royalties have not been or will not be paid.
5.5 Unions and Guilds. You acknowledge that Apostrophe Apps, LLC is not currently a party to any collective bargaining agreement with any union or guild and that you are solely responsible for complying with any applicable union or guild rules, including without limitation, those relating to payments.
6. Marketing and Advertising Your Products and Storefronts.
6.1 Marketing of Your Products and Storefronts. Apostrophe Apps, LLC reserves the right, but has no obligation, to promote your Storefronts, Products and/or Content generally in any and all sales channels, for example, featuring them in Apostrophe Apps, LLC newsletters or on the Website, social media platforms, feeds of Products to distribution partners through the E-commerce Services or App(s), or by referring users to your Storefronts or Product listing in the Apostrophe Apps, LLC Marketplace or Storefronts, or describing your Products or Storefronts in communications with third parties. If you individually market and promote your Storefronts and Products you must do so in accordance with this Agreement and the Content Usage Policy.
6.2 No Spam. You may not use “spam,” “blast-faxes” or recorded telephone messages to market or sell Products. You may not spam or attempt to deliberately subvert the results of the Apostrophe Apps, LLC directory or search engine with false, misleading, or unnecessarily repetitive information.
6.3 Links. Apostrophe Apps, LLC, in its sole discretion, may prohibit you from “linking” your Storefronts to any websites that contain content that, if used on the Apostrophe Apps, LLC Website, would violate any of Apostrophe Apps, LLC’s agreements or policies or that compete with Apostrophe Apps, LLC.
6.4 Customer Information. Apostrophe Apps, LLC may, from time to time, provide you with information relating to Customers that purchase Products from your Storefronts. You may only use or disclose this information to a third party for your internal record keeping. You may not disclose any of this information to a third party or use it for any other purposes.
7. Royalty and Fees.
7.1 Fees and Royalty. Apostrophe Apps, LLC will pay you a royalty for all sales of Products incorporating your Content (“Royalty”) at the rates you establish when creating a Product. For example, if we offer you a Product to purchase for $14 and you establish a retail price of $20 to your customers, we will pay you the Royalty of $6 when that product sells.
7.2 Tax Information. If you choose to sell Products for royalties through the DS, you must provide your taxpayer identification number to Apostrophe Apps, LLC. Failure to provide an accurate taxpayer identification number may result in Apostrophe Apps, LLC withholding your payment until you provide an accurate tax identification number. It is your responsibility to determine what, if any, taxes apply to the payments you receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. You hereby agree that Apostrophe Apps, LLC is not responsible for determining whether taxes apply to your transactions, or for collecting, reporting or remitting any taxes arising from any payments made to you for Products sold through the DS. It is solely your obligation to maintain any and all records that may be required for your tax purposes. Apostrophe Apps, LLC is not responsible for, and may delete, information associated with your Account that is more than three years old.
7.2 Payment Terms. If you earn less than $50 (Fifty Dollars) then the amount of such royalties will not be paid, but will accrue to your Account until such time as it becomes equal to or greater than $50 (Fifty Dollars). Apostrophe Apps, LLC will make a payment to you (by check, wire or electronic transfer) for the amount of such royalties no later than 30 days after the end of the month in which the total amount of accrued royalties may reach or exceed $50 (Fifty Dollars). Apostrophe Apps, LLC may, in its discretion, send you a payment before your accrued royalties reach or exceeds $50 (Fifty Dollars). If you have provided an undeliverable mailing address and two or more consecutive payments have been returned to Apostrophe Apps, LLC as undeliverable, we may stop sending future payments to you until you provide a deliverable mailing address. See also Section 7.5.
7.3 Processing Fees. If Apostrophe Apps, LLC owes you accrued royalties that are less than the $50 (Fifty Dollars) for at least 365 days, then Apostrophe Apps, LLC may send you payment of such accrued royalties minus a $25 processing fee. If the amount of accrued royalties is under $25 for at least 365 days, such amount will be used to cover Apostrophe Apps, LLC’s administrative costs and no payment will be made to you.
7.4 Waiver of Accrued Royalties. If you: (i) fail to provide Apostrophe Apps, LLC with accurate and complete contact and tax identification information after notice to you at the email provided; and/or (ii) the funds remain outstanding and unclaimed for more than 12 months, you hereby expressly agree that you waive all right, title and interest in or to any royalty payments accrued in your account and that all such accrued payments shall be the sole property of Apostrophe Apps, LLC, to retain in their sole discretion, without any liability to you or any third party.
7.5 Termination Fees. If you or Apostrophe Apps, LLC terminate your Account, and you have less than $25 in accrued but unpaid royalties then outstanding, Apostrophe Apps, LLC may charge you up to that amount when sending you your final payment to cover its administrative costs.
8. Indemnification.
As you are also bound by the TOS in using the DS, you hereby fully indemnify, defend and hold Apostrophe Apps, LLC, and its officers, directors and employees, harmless for any Claim (as defined in the TOS) arising out of, relating to, or connected with your alleged breach of the TOS in using the DS in accordance with Section 10 of the TOS, including without limitation, your violation of our Content Usage Policy. You may be liable for monetary damages incurred by Apostrophe Apps, LLC in connection with your violation of any part of this Agreement. You also indemnify, defend, and hold Apostrophe Apps, LLC, and its officers, directors and employees, harmless based on any Claim alleging facts that, if true, would constitute a breach of this Agreement. Apostrophe Apps, LLC may withhold or set off any royalties or payments that may be due to you in connection with this indemnification obligation.
9. Termination.
9.1 Apostrophe Apps, LLC Termination. In its sole discretion, with or without notice to you, Apostrophe Apps, LLC may: (i) suspend, limit your access to or terminate your use of the DS, (ii) suspend, limit your access to or terminate your Account, (iii) remove any of your Storefronts, Products or Content from Apostrophe Apps, LLC’s servers and directories, and/or (iv) block your IP address or otherwise prohibit you from opening any new Storefronts or otherwise utilizing the Online/Mobile Services.
9.2 Account Termination. If you are a user of our DS, you may terminate your Account for any reason at any time by emailing us at tos@apostrophe-apps.com. You must attach a written letter signed by an authorized agent indicating your desire to terminate your Account.
9.3 Effect of Termination. If you or Apostrophe Apps, LLC suspend or terminate your Account, Apostrophe Apps, LLC may, without being liable to you or any third party: (i) delete any Content or other materials relating to your use of the DS, and (ii) not allow you to access your Storefronts or create, produce, market or sell Products.
9.4 Survival. The following Sections will survive termination of your Account: 1, 3, 4, 5.2 through 5.5, 6.4, 7, 8, 9.3, and 9.4.
Rev. 1.0 – 06/04/2014