Developer Distribution Agreement

 2. Accepting this Agreement

2.1 This developer distribution agreement (‘Agreement’) forms a legally binding contract between You and Unleash live in relation to Your use of the Unleash live A.I. Ecosystem to distribute Your Products. You acknowledge that Unleash live will, solely at Your direction, make Your Products available for viewing, download and purchase by users. In order to use Unleash live to distribute Products, You accept this Agreement and will provide and maintain complete and accurate information in the Unleash live A.I. Ecosystem.

2.2 Unless You are verified as a Developer in good standing, You may not accept the Agreement and Unleash live will not permit the distribution of Your Products through the Unleash live A.I. Ecosystem.

2.3 If you are agreeing to be bound by this Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite authority, you may not accept this Agreement or use the Unleash live A.I. Ecosystem on behalf of your employer or other entity.

3. Pricing, Payments and Taxes

3.1 In order for a fee to be charged for Your Products and to be paid for Products distributed via the Unleash live A.I. Ecosystem, You must have a valid Payment Account under a separate agreement with a Payment Processor, be approved by a Payment Processor for a Payment Account, and maintain that account in good standing. If there is a conflict between Your Payment Processor agreement and this Agreement, the terms of this Agreement will apply.

3.2 Products are distributed to users at prices that You establish in Your sole discretion. You may change the price for Your Products but you may only do so once per calendar quarter. If Unleash live believes that Taxes may be owed by You or Unleash live on the sale of any of Your Products, You grant Unleash live permission to include any such Taxes in the price charged to users. You may set the price for Your Products in the currencies permitted by the Payment Processor. Unleash live will set the price of Products to users in United States Dollars, and Unleash live is not responsible to You for the accuracy of currency rates or any currency conversion.

3.3 Acting as Your agent, and with You acting as our principal, You are the merchant of record for Products You sell or make available through Unleash live to all users. The price You set for Products will determine the amount of payment You will receive. A 'Transaction Fee', as set forth in the Annex, and as may be revised by Unleash live from time to time, will be charged and apportioned to the Payment Processor and, if one exists, the Authorised Provider.

3.4 Unleash live will determine whether a Product is taxable and, if so, the applicable Tax rate will be collected by Unleash live, the Payment Processor or the Authorised Provider, and remitted to the appropriate taxing authority for Your Products sold to users. All Taxes will be deducted from the revenues received for Your Products sold and the remainder (revenues received less Transaction Fee and Taxes, if any) will be remitted to You. Where Unleash live collects and remits Taxes, You and Unleash live will recognise a supply from You to Unleash live for Tax purposes, and You will comply with the relevant Tax obligations arising from this additional supply. Where Unleash live, the Payment Processor or the Authorised Provider is required by applicable (local) legislation to withhold any taxes (each a 'Withholding Tax') on payments made or received by any of them, Unleash live will also deduct an amount equal to such Withholding Taxes from the revenues received. Withholding Taxes include, but are not limited to, withholding tax obligations on cross-border payments or imposed by telecommunications taxes.

3.5 There will be a minimum Transaction Fee as set out in the Annex.

3.6 You authorise Unleash live to give users refunds in accordance with the Unleash live refund policy, as amended from time to time. In all other respects, the Payment Processor's standard terms and conditions regarding refunds will apply. User refunds may be exclusive of taxes previously charged to users for Product purchases.

3.7 Users are allowed unlimited use of each Product distributed through Unleash live, provided however, that, if You remove a Product from the Unleash live A.I. Ecosystem due to a Legal Takedown (as defined in Section 8.2), those Product(s) will be removed from all portions of the Unleash live A.I. Ecosystem and users will no longer have a right or ability to reinstall the affected Products.

4. Use of Unleash live by You

4.1 You and Your Product(s) must adhere to the Unleash live Privacy Policy and comply with applicable data protection legislation, such as an App must not support facial recognition, any personally identifiable information / data must be anonymised, or violate any privacy regulations, such as those laid out in the European Union’s General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), Australia’s Privacy Act 1988, and the associated regulations. 

4.2 You are responsible for uploading Your Products to Unleash live, providing required Product information and support to users, and accurately disclosing the permissions necessary for the Product to be accessed on Devices.

4.3 You are responsible for maintaining the confidentiality of any developer credentials that Unleash live may issue to You or which You may choose, and You are solely responsible for all Products that are developed under Your developer credentials. Unleash live may limit the number of Developer Accounts issued to You.

4.4 EXCEPT FOR THE LICENCE RIGHTS GRANTED BY YOU IN THIS AGREEMENT, UNLEASH LIVE OBTAINS NO RIGHT, TITLE OR INTEREST FROM YOU (OR YOUR LICENSORS) TO, NOR ANY INTELLECTUAL PROPERTY RIGHTS IN, ANY OF YOUR PRODUCTS.

4.5 You may not use the Unleash live A.I. Ecosystem to distribute or make available any Product with a purpose that facilitates the distribution of software applications and A.I. Apps for use on platforms or devices outside the Unleash live A.I. Ecosystem.

4.6 You agree to use the Unleash live A.I. Ecosystem only for purposes that are permitted by this Agreement and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software.

4.7 Users are instructed to contact You concerning any defects or performance issues in Your Products. As between You and Unleash live, You will be solely responsible, and Unleash live will have no responsibility, to undertake or handle support and maintenance of Your Products nor to address any complaints about Your Products. You agree to supply and maintain valid and accurate contact information that will be distributed in each of Your Products’ detail pages and made available to Users for customer support and legal purposes. For Your paid Products, You agree to respond to customer support inquiries within 3 business days, and within 24 hours to any support or Product concerns stated to be urgent by Unleash live. Failure to provide adequate information or support for Your Products may result in less prominent Product exposure or removal from the Unleash live A.I. Ecosystem by Unleash live and may result in low Product ratings, lower sales and billing disputes by Users. You may change the pricing or remove Your Product as per the Agreement clauses if you provide reasonable evidence to Unleash live that it is not viable to provide adequate customer support.

4.8 You agree that if You make Your Products available through Unleash live, You will protect the privacy and legal rights of users. If the users provide You with, or Your Product accesses or uses, usernames, passwords or other login information or personal information, You agree to make the users aware that the information will be available to Your Product, and You agree to provide legally adequate privacy notice and protection for those users. Furthermore, Your Product may only use that information for the limited purposes for which the user has given You permission to do so. If Your Product stores personal or sensitive information provided by users, You agree to do so securely and only for as long as it is needed. However, if the user has opted into a separate agreement with You that allows You or Your Product to store or use personal or sensitive information directly related to Your Product (not including other products or applications), the terms of that separate agreement will govern Your use of such information. If the user provides Your Product with Unleash live Account information, Your Product may only use that information to access the user's Unleash live Account when, and for the limited purposes for which, the user has given You permission to do so.

4.9 You will not engage in any activity with Unleash live, including making Your Products available via Unleash live, that interferes with, disrupts, damages or accesses in an unauthorised manner, the devices, servers, networks or other properties or services of any third party including, but not limited to, Unleash live or any Authorised Provider. You may not use user information obtained via Unleash live to sell or distribute Products outside the Unleash live A.I. Ecosystem.

4.10 You are solely responsible for, and Unleash live has no responsibility to You for, Your Products, including the use of any Unleash live application programming interface, and for the consequences of Your actions, including any loss or damage that Unleash live may suffer.

4.11 Unleash live may allow users to rate and review Products. If allowed: only those users who subscribe for the applicable Product will be able to rate and review it through the Unleash live A.I. Ecosystem; and any Product ratings may be used to determine the placement of Products on the Unleash live A.I. Ecosystem. Unleash live may also assign You a composite score for any of Your Products that have not received user ratings. Any such composite score will be a representation of the quality of Your Product based on Your history and will be determined at Unleash live's sole discretion. For new Developers without a Product history, Unleash live may use or publish performance measurements such as uninstall and/or refund rates to identify or remove Products that do not meet acceptable standards, as determined by Unleash live. Unleash live reserves the right to display Products to users in a manner that will be determined at Unleash live's sole discretion. 

5. Licence Grants

5.1 You grant to Unleash live a non-exclusive, worldwide and royalty-free licence to: reproduce, perform, display, analyse and use Your Products in connection with: (a) the operation and marketing of Unleash live; (b) the marketing of devices and services that support the use of Your Products; (c) making improvements to the Unleash live A.I. Ecosystem; and (d) checking for compliance with this Agreement and any Unleash live programme policies for Developers.

5.2 You grant to Unleash live a non-exclusive and royalty-free licence to distribute Your Products in the manner indicated across the Unleash live A.I. Ecosystem.

6. Brand Features and Publicity

6.1 Each party will own all right, title and interest, including, without limitation, all Intellectual Property Rights, relating to its Brand Features. Except to the limited extent expressly provided in this Agreement, neither party grants, nor will the other party acquire, any right, title or interest (including, without limitation, any implied licence) in or to any Brand Features of the other party.

6.2 Subject to the terms and conditions of this Agreement, Developer grants to Unleash live and its affiliates a limited, non-exclusive, royalty-free licence during the term of this Agreement to display Developer Brand Features, submitted by Developer to Unleash live, for use solely online or on mobile devices and in either case solely in connection with the distribution and sale of Developer's Product through the Unleash live A.I. Ecosystem or to otherwise fulfil its obligations pursuant to this Agreement.

6.3 In addition to the licence granted in Section 6.2 above, for purposes of marketing the presence, distribution and sale of Your Product via Unleash live and its availability for use on Devices and through the Unleash live A.I. Ecosystem, Unleash live and its affiliates may include visual elements from Your Product (including content and videos of app) and Developer Brand Features: (a) within Unleash live and in any Unleash live-owned online or mobile properties; (b) in online, mobile, television, out-of-home (such as a billboard) and print advertising formats outside Unleash live; (c) when making announcements of the availability of the Product; (d) in presentations; and (e) in customer lists which appear either online or on mobile devices (which includes, without limitation, customer lists posted on Unleash live websites).

6.4 Unleash live grants to Developer a limited, non-exclusive, worldwide, royalty-free licence to use the Unleash live Brand Features for the term of this Agreement solely for marketing purposes and only in accordance with the Unleash live Brand Guidelines. 

6.5 If Developer discontinues the distribution of specific Products in the Unleash live A.I. Ecosystem, Unleash live will cease use of the Brand Features relating to the discontinued Products pursuant to this Section 6, except as necessary to allow Unleash live to facilitate any reinstalls by users.

7. Promotional Activities

7.1 Unleash live may run promotional activities offering coupons, credits and/or other promotional incentives for paid transactions and/or user actions for Your Products and in-app transactions solely in connection with Unleash live promotions and, for gift card promotions, also on Unleash live-authorised third-party channels (each a 'Promotion'), provided that: (a) amounts payable to You will not be impacted; (b) there will be clear communication to users that the Promotion is from Unleash live and not You; (c) the prices that You establish will be clearly communicated to users; (d) any redemption of the Promotion will be fulfilled by Unleash live or, for Promotions, through an Unleash live-authorised third party; and (e) Unleash live will be responsible for compliance with the applicable law for the Promotion.

7.2 In addition to the rights granted in Section 6, You grant Unleash live the right to use Your Brand Features (in the form and manner provided by You) for purposes of marketing any Promotion in connection with Unleash live and, for Promotions, on Unleash live-authorised third-party channels provided, however, that Unleash live will only use Brand Features owned by You on authorised third-party channels.

8. Product Takedowns

8.1 You may remove Your Products from future distribution via Unleash live at any time, but You agree to comply with this Agreement and the Payment Processor's Payment Account terms of service for any Products distributed across the Unleash live A.I. Ecosystem prior to their removal, including, but not limited to, refund requirements and continued provision of Your Product to meet existing contractual obligations to existing users. Prior to removing Your Product from future distribution, You shall deliver written notice to Unleash live and to all existing users of the date of removal, which shall be no sooner than one calendar month from the date of such notice.

Removing Your Products from future distribution via Unleash live does not: (a) affect the licence rights of users who have previously purchased or activated Your Products; (b) remove Your Products from Devices or from any part of Unleash live, where previously purchased or downloaded applications are stored on behalf of users; or (c) change Your obligation to deliver or support Products or services that have been previously purchased or downloaded by users.

8.2 Notwithstanding Section 8.1, in no event will Unleash live maintain on any portion of the Unleash live  A.I. Ecosystem (including, without limitation, the part of Unleash live where previously purchased or downloaded applications are stored on behalf of users) any Product that You have removed from the Unleash live A.I. Ecosystem and for which you have provided written notice to Unleash live that such removal was due to: (a) an allegation of infringement, or actual infringement, of any third-party Intellectual Property Right; (b) an allegation of, or actual violation of, third-party rights; or (c) an allegation or determination that such Product does not comply with applicable law (each a 'Legal Takedown'). If a Product is removed from Unleash live due to a Legal Takedown, You agree to refund to each user those amounts pre-paid by such user for such Product for the period following the Legal Takedown.

8.3 Unleash live does not undertake an obligation to monitor the Products or their content. If Unleash live becomes aware and determines in its sole discretion that a Product or any portion thereof: (a) violates any applicable law; (b) violates this Agreement, applicable policies or other terms of service, as may be updated by Unleash live from time to time in its sole discretion; (c) violates terms of any distribution agreement with any device manufacturer or Authorised Provider; or (d) creates liability for or has an adverse impact on Unleash live or an Authorised Provider; Unleash live may reject, remove, suspend or reclassify the Product from the Unleash live A.I. Ecosystem or from any Device. Unleash live reserves the right, at its sole discretion, to suspend and/or bar any Product and/or Developer from the Unleash live A.I. Ecosystem or from any Device. If Your Product contains elements that could cause serious harm to user devices or data, Unleash live may, in its sole discretion, disable the Product or remove it from Devices on which it has been installed. If Your Product is rejected, removed or suspended from Unleash live or from any Device pursuant to this Section 8.3, Unleash live may withhold any payments due to You.

9. Privacy and Information

9.1 Any data collected or used pursuant to this Agreement is in accordance with Unleash live’s Privacy Policy.

9.2 In order to continually innovate and improve Unleash live, related products and services, and the user and Developer experience across Unleash live’s products and services, Unleash live may collect certain usage statistics from Unleash live and Devices used to access the platform including, but not limited to, information on how the Product, the Unleash live A.I. Ecosystem and Devices are being used.

9.3 The data collected is used in the aggregate to improve the Unleash live A.I. Ecosystem, related products and services, and the user and Developer experience across Unleash live products and services. Developers have access to certain data collected by Unleash live across the Unleash live A.I. Ecosystem.

10. Terminating this Agreement

10.1 Subject to the terms that survive, pursuant to Section 16.9, this Agreement will continue to apply until terminated by either You or Unleash live, as set out below.

10.2 If You want to terminate this Agreement, You will remove all publications of all of Your Products from the Unleash live A.I. Ecosystem and cease Your use of the Console and any relevant developer credentials.

10.3 Unleash live may terminate this Agreement with You for any reason with thirty (30) days' prior written notice. In addition, Unleash live may, at any time, immediately suspend or terminate this Agreement with You if: (a) You have breached any provision of this Agreement, any non-disclosure agreement or other agreement relating to Unleash live; (b) Unleash live is required to do so by law; (c) You cease to be an authorised developer, a developer in good standing, or are barred from using the Unleash live A.I. Ecosystem; or (d) Unleash live decides to no longer provide the Unleash live A.I. Ecosystem.

10.4 After termination of this Agreement, Unleash live will not distribute Your Product, but may retain and use copies of the Product for support of the Unleash live A.I. Ecosystem.

11. Representations and Warranties

11.1 You represent and warrant that You have the right to use and to licence all Intellectual Property Rights in and to Your Product(s).

11.2 If You use third-party materials, You represent and warrant that You have the right to distribute the third-party material in the Product. You agree that You will not submit material to Unleash live that is subject to third-party Intellectual Property Rights unless You are the owner of such rights or have permission from their rightful owner to submit the material.

11.3 You represent and warrant that You and Your Product(s) will comply with all applicable laws.

12. DISCLAIMER OF WARRANTIES

12.1 YOU UNDERSTAND AND EXPRESSLY AGREE THAT YOUR USE OF THE UNLEASH LIVE A.I. ECOSYSTEM IS AT YOUR SOLE RISK AND THAT THE UNLEASH LIVE A.I ECOSYSTEM IS PROVIDED 'AS IS' AND 'AS AVAILABLE' WITHOUT ANY WARRANTY OF ANY KIND.

12.2 YOUR USE OF THE UNLEASH LIVE A.I. ECOSYSTEM AND ANY MATERIAL, WHETHER ACTIVATED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE UNLEASH LIVE A.I. ECOSYSTEM, IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

12.3 UNLEASH LIVE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND EXPRESSLY AGREE THAT UNLEASH LIVE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT UNLEASH LIVE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

14. Indemnification

14.1 To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless Unleash live, its subsidiaries, its affiliates and their respective directors, officers, employees and agents, and Authorised Provider from and against any and all third-party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or accruing from: (a) Your use of Unleash live  in violation of this Agreement; (b) any infringement or violation by Your Product(s) of any Intellectual Property Right or any other right of any person; or (c) You or Your Product(s)’s violation of any law.

14.2 To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless the applicable Payment Processors (which may include Unleash live and/or third parties) and the Payment Processors' affiliates, directors, officers, employees and agents from and against any and all third-party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or accruing from Your distribution of Your Products across the Unleash live A.I. Ecosystem.

14.3 To the maximum extent permitted by law, Unleash live agrees to defend, indemnify and hold harmless You and Your directors, officers, and employees from and against any and all third-party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or accruing from any action which is not a willful violation of this agreement or any intellectual property right or any law.

15. Changes to the Agreement.

15.1 Unleash live may make changes to this Agreement at any time on written notice to Developer and retains the right to decline further use of the Unleash live A.I. Ecosystem. 

15.2 Any change will not be retroactive. Any change will become effective and will be deemed accepted by Developer on the date specified in the notice, which will be no sooner than 30 days after the change takes effect (except any change required by law, which will be effective immediately).

15.3 If You do not agree with any modifications to the Agreement, You may terminate Your use of the Unleash live A.I. Ecosystem, which will be Your sole and exclusive remedy. You agree that Your continued use of the Unleash live A.I. Ecosystem constitutes Your agreement to the modified terms of this Agreement.

16. General Legal Terms

16.1 This Agreement, including any amendment You may have agreed to separately, constitutes the entire legal agreement between You and Unleash live, and governs Your use of the Unleash live A.I. Ecosystem, and completely replaces any prior agreements between You and Unleash live in relation to the Unleash live A.I. Ecosystem. The English language version of this Agreement will take precedence and any translated versions, if any, are non-binding and for reference only.

16.2 You agree that if Unleash live does not exercise or enforce any legal right or remedy contained in this Agreement (or from which Unleash live benefits under any applicable law), this will not be taken to be a formal waiver of Unleash live's rights, and that those rights or remedies will remain available to Unleash live.

16.3 If any court of law having the jurisdiction to decide on this matter rules that any provision of this Agreement is invalid, that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.

16.4 You acknowledge and agree that each member of the group of companies comprising Unleash live will be third-party beneficiaries to this Agreement and that such other companies will be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favour of) them. Other than this, no other person or company will be a third-party beneficiary to this Agreement.

16.5 PRODUCTS ON UNLEASH LIVE MAY BE SUBJECT TO OTHER JURISDICTIONS. YOU AGREE TO COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO YOUR DISTRIBUTION OR USE OF PRODUCTS. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, USERS AND END USE.

16.6 Except in the case of a change of control (for example, through a stock purchase or sale, merger or other form of corporate transaction), the rights granted in this Agreement may not be assigned or transferred by either You or Unleash live, without the prior approval of the other party. Any other attempt to assign is void.

16.7 If You experience a change of control, Unleash live may, at its sole discretion, elect to terminate this Agreement with immediate effect.

16.8 All claims arising out of or relating to this Agreement or Your relationship with Unleash live pursuant to this Agreement will be governed by the laws of New South Wales, Australia.