Terms and Conditions

Celltick Exchange Developer Agreement
  1. Definitions
    • “Agreement” means this exchange developer agreement;
    • “APK” means Celltick’s Android Application Package, which may be modified or updated by Celltick from time to time at Celltick’s sole discretion, which will enable you to test your developed Starter;
    • “Celltick” means Celltick Technologies Ltd.;
    • “Claim” means claims, suits, demands and actions brought or tendered for defense or indemnification;
    • “Confidential Information” means any non-public, proprietary, confidential and/or trade secret information of Celltick, regardless of the manner in which it is furnished and/or received by you, and which given the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive. Confidential Information shall not, however, include information which you are able to present reasonable evidence that: (i) was known to you or was in your possession at the time of disclosure without any confidentiality obligation; (ii) becomes publicly known and made generally available after disclosure through no action or inaction on your part, or any party acting on your behalf; or (iii) Celltick approved for release by way of prior written authorization;
    • “Content” means graphical, textual and/or auditory content (which may include text, data, information, photos, images, graphics, audio, video or other content);
    • “Data” means all data generated and/or collected through Start, including data collected through Starters (including your Starter), and including any reports or other data made available to Celltick in connection with your performance of this Agreement, but specifically excluding User Data.
    • “Distribution Partner” means Celltick’s Start distribution partners;
    • “Device Manufacturer” means OEMs, ODMs, and the like;
    • “Fraudulent Activity” means initiating or using any Content that: (i) violates this Agreement; (ii) violates any applicable law or regulation; (iii) hacking or phreaking or interfering with Start, or any part thereof, or Celltick’s Intellectual Property Rights; (iv) contains a virus, worms, Trojan horses, or any other computer code, files or programs designed to interrupt, hijack, malware, spyware, spam-ware, destroy, limit or adversely affect the functionality of any computer software, mobile device, hardware, network or telecommunications equipment; (v) encourages or incentivizes Users to visit, click or use the Content for the purpose of generating actions or revenues in an illegal manner; or (vi) uses or employs any misleading, fraudulent or inappropriate practices that may deceive the User;
    • “Intellectual Property Rights” – means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law and any and all other proprietary rights, as well as any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide;
    • “Losses” means damages, losses, costs, and liabilities, including reasonable attorney and professional fees, arising from a Claim;
    • “Operator” means a mobile service provider that operates a wireless telephony and/or data network or provides an equivalent service to users;
    • “Prohibited Activity” means Fraudulent Activity and any activity or use of Content that encourages conduct that is or may be deemed as: (i) a criminal offense or could give rise to civil liability, or violates any applicable law, regulation or order of any court or tribunal; (ii) adversely affecting public or private infrastructure or equipment; (iii) infringing upon any third party right including without limitation, intellectual property rights, privacy rights or moral rights; and (iv) using, endorsing or promoting Content, which may be reasonably deemed as adult content, vulgar, sexually explicit, obscene, profane, racist, offensive, harassing, threatening, infringing, excessively violent, libelous, gambling-related, or discriminatory activity, promotes illegal drugs or arms trafficking, counterfeiting money, violates export control laws, misleading or deceptive material, or is any type of malware or spyware;
    • “Start” means Celltick’s proprietary owned mobile application for Android OS mobile devices, including any modifications, enhancements, updates and upgrades thereto, as may be made by Celltick from time to time;
    • “Starter” means a quick view to information or service that is provided as a feature on Start;
    • “User/s” means the Start end users;
    • “User Data” means any information concerning the Users whether personally identifiable or otherwise;
  2. Acceptance of this Agreement
    • The rights herein are licensed to you subject to the terms of this Agreement. This Agreement is a legally binding agreement between you and Celltick.
    • For Celltick to agree to upload your Starter onto Start, you must first agree to this Agreement. You are prohibited from using any software and/or information provided by Celltick per this Agreement, if you do not fully accept this Agreement.
    • By checking the “I accept” box and submitting your acceptance to Celltick, you are deemed to have fully accepted the terms of this Agreement.
    • If you are accepting the terms of this Agreement on behalf of your employer or any other entity, you hereby represent and warrant to Celltick 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 and use any software and/or information which may be provided to you by Celltick per this Agreement on behalf of your employer or other entity.
  3. License and Prohibited Uses
    • Subject to the terms and conditions of this Agreement, Celltick hereby grants you a limited, worldwide, royalty-free, non-sublicenseable, non-assignable, non-transferable, non-exclusive, and revocable in the manner contemplated by this Agreement, license to: (i) use any information provided to you by Celltick (whether by using electronic means or otherwise), to assist you in the development of the Starter; and (ii) download and use the APK (to the extent made available to you by Celltick), all of the above herein, for the sole purpose of developing Starters that will run solely and exclusively on Start (the “License”). Celltick may (but is not obligated to) make available to you an APK, which is to be used by you in complete compliance with the terms and conditions of this Agreement and such other guidelines which may be published by Celltick on its website from time to time. To this end, Celltick may deliver the APK to you by way of electronic means or such APK may be made available for download from Celltick’s website at http://exchange.celltick.com/.
    • As between Celltick and you, you agree that Celltick is the sole owner of all legal right, title and interest in and to Start, the APK, including any Intellectual Property Rights that subsist in Start and the APK, and in any part thereof. Celltick reserves all rights not expressly granted to you under this Agreement.
    • You may not use the APK to develop and/or test applications for other platforms and/or to develop another APK. You agree to use the APK and develop a Starter only for the purposes 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 to and from the United States or other relevant countries).
    • You agree that you will not engage in any activity with the APK, including the development or distribution of the Starter, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to, Celltick and/or any Operator.
    • You may not use the APK for any purpose not expressly permitted by this Agreement. You may not: (i) copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the APK or any part thereof; or (ii) load any part of the APK onto a mobile handset or any other hardware device except a personal computer, combine any part of the APK with other software, or distribute any software or device incorporating a part of the APK.
    • You acknowledge and accept that the form and nature of the APK provided to you by Celltick may change without prior notice to you and that future versions of the APK may be incompatible with Starters developed on previous versions of the APK. Celltick may stop (permanently or temporarily) providing the APK, or any feature within the APK, at Celltick’s sole discretion, without prior notice to you.
    • Nothing herein gives you a right to use any of Celltick’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features, and you agree not to remove, obscure, or alter any proprietary rights notices (such as copyright and trademark notices) that may be affixed to or contained within the APK.
  4. Approval
    • Prior to integrating the Starter into Start, which you developed per this Agreement, you must deliver the Starter to Celltick for Celltick’s approval, so that Celltick can inter-alia confirm that the Starter complies with this Agreement and/or the Celltick guidelines that may be published by Celltick from time to time. Your Starter shall be deemed approved only upon receipt of Celltick’s written approval, which approval shall be at Celltick’s complete discretion (the “Approval”).
    • When delivering your Starter to Celltick, you undertake not to hide, misrepresent or obscure any features, software frameworks, software libraries, portals, web services and tools in the said Starter or otherwise hinder Celltick from being able to fully review and approve your Starter.
    • You undertake to cooperate with Celltick during the approval process and answer questions and provide information and materials reasonably requested by Celltick regarding your Starter.
    • Celltick reserves the right to request reasonable changes to the Starter and you agree to apply reasonable efforts to accommodate Celltick’s change request.
    • Should you make changes or modifications to the Starter after submission for approval, you are required to resubmit the changed or modified Starter for Celltick’s approval.
    • Upon receiving Celltick’s Approval of the Starter, you will be required to provide the Starter to Celltick, who shall on its part reformat the Starter (to the extent needed, but without changing the look and feel and any of the features therein) and upload the Starter onto Start as a feature available for download by the Users at their discretion.
    • Celltick reserves the right to exercise complete discretion to which Users your Stater is made available to and the Starter’s location within Start. Moreover, you are advised that Celltick’s Approval of your Starter may include geographical restrictions and/or such other restrictions to which Celltick may be bound by as a result of legal and/or contractual obligation towards governmental agencies having jurisdiction over Celltick and/or Start, certain guidelines which Celltick must comply with, such as Operators and/or Distribution Partners and/or Device Manufacturers’, publishers, content providers, and the like.
    • For the removal of any doubt, Celltick’s Approval of your Starter is not and shall not be construed as: (i) an approval of the Starter’s compliance with any applicable law, rules and/or regulations; (ii) a verification and/or approval of the Stater’s technical abilities and/or quality; and/or (iii) an endorsement in any way of the Starter.
  5. Rights in the Starter
    • Celltick obtains no right, title or interest from you (or your licensors) under this Agreement in or to the Starter which you develop subsequent to this Agreement, including any Intellectual Property Rights that subsist therein.
    • Notwithstanding the foregoing in Section 5.1 above, you acknowledge and accept that should your Starter include Content and/or advertisements that conflict with Content and/or advertisements published by Celltick, Celltick shall have the right to demand that you remove such Content and/or advertisements from your Starter. Should you fail to comply with Celltick’s said request within a reasonable time, Celltick shall have the right to remove your Starter at its sole discretion, without further notice, and you shall have no claim, demand and/or suit against Celltick, its shareholders, officers, employees and agents, including, but without limitation, for loss of prospective profits, the foregoing without diminishing from other caps of liability under this Agreement.
  6. Your Developer Responsibilities
    • You agree that you will be solely responsible for all Starters developed by you and/or a third party on your behalf.
    • You agree that with respect to any Starter develop by you, you will protect the privacy and legal rights of those Users in complete compliance with Celltick’s then published privacy policy and terms of use.
    • If the scope of the User Data collected by your Starter is beyond the scope specifically approved by Celltick’s own privacy policy and terms of use, it is your sole responsibility to: (i) include your own privacy policy and terms of use that accurately and adequately describes your practices with respect to the functionality of your Starter and how your Starter accesses, collects, uses, stores, and discloses User Data (the “Your Terms”). You acknowledge and agree that: (i) you are solely responsible for Your Terms; (ii) Your Terms will comply with all applicable laws, rules, regulations and industry best practices in all countries where Users can access your Starter; (iii) you will not make any representations, warranties or agreements on behalf of Celltick in Your Terms; and (iv) Your Terms are an agreement between you and the Users and Celltick is not a party to that agreement. Furthermore, Celltick is not and will not be responsible for, nor have any liability with respect to: (a) any of Your Terms; (b) any agreement between you and a User or a User’s breach of Your Terms; (c) your failure to obtain valid Users’ assent to Your Terms; or (d) your failure to comply with the terms and conditions of Your Terms. You undertake to be and remain solely responsible and liable for any User Data aggregated by you and for the consequences of your actions in connection thereto, including any loss or damage suffered by Celltick in connection thereto, and that Celltick has no responsibility to you or to any third party for the foregoing.
    • Celltick shall have the right to request that any User Data held and/or stored by you, whether you have obtained it independently and/or which you may receive from Celltick, be deleted, to comply with any of Celltick’s undertakings set forth in Celltick’s own privacy policy and/or terms of use, including, but without limitation, when such request is instigated by a request to Celltick by a User. You undertake to comply with such request without delay.
    • Celltick has no obligation to monitor, supervise or review your Starter and/or the Content that originates from you and/or any third party within your Starter, available therein and/or the practices deployed by you, and as such Celltick is not and will not be responsible for any Content appearing or otherwise distributed on, at or in association with the Starter. You are solely responsible for the Starter and Content that within the Starter, as used and/or deployed by the Starter or any person or entity on your behalf.
    • Any breach of any of your undertakings and/or responsibilities and/or breach of this Agreement is solely and exclusively your responsibility, to Celltick, the Users and/or any third party, and Celltick has no responsibility with respect thereto, including, without limitation, for any breach of any terms of services, applicable law, rule or regulation, and for the consequences of any such breach, including for any loss or damage suffered by Celltick or any third party.
    • You understand that all data, content or resources which your Starter may access through any third party applications are solely the responsibility of the person from which they originated. Celltick is not liable for any loss or damage that you may experience as a result of the use or access of any of those third party applications, data, content, or resources.
    • Often data, content, and resources presented to you through a third party application may be protected by intellectual property rights which are owned by the providers (or by other persons or companies on their behalf). In such instances, you are advised that you may not modify, lease, loan, sell, distribute or create derivative works based on these data, content, or resources, in whole or in part, without first receiving the explicit consent to do so by the applicable owners, and that nothing in this Agreement is or should be implied to be such a consent.
  7. Your Starter Content
    • The Starter Content, if it includes any master recordings and musical compositions must be wholly-owned by you or licensed to you on a fully paid-up basis, so that it will not require the payment of any fees, royalties and/or sums by Celltick to you or to any third party. If your Starter includes or will include any other Content you must either own all such Content or have permission from the Content owner to use in the manner contemplated by you in the Starter.
    • If your Starter includes any FOSS, you must comply with all license terms applicable to FOSS, and you further agree not to use any FOSS in the developed Starter in a way that would cause the non-FOSS portions of Start to be subject to any FOSS licensing terms or obligations.
    • You represent and warrant not to allow access to Content and/or make available Content through the Starter, or engage in any activity which is or may likely to violate any law or regulation, constitute a criminal offense or incur civil liability, or violate any of the Google Play policies or guidelines (as may be periodically amended), in particular engaging in an activity or making available any Content that: (i) is vulgar, profane, obscene or sexually explicit; (ii) encourages in any way violence, or which is libelous or defamatory, or in any other way offensive or improper, or promotes racism, harassment, hate speech, gratuitous violence or any form of discrimination, or is capitalizing on or lacking reasonable sensitivity towards atrocities, tragic events or disasters; (iii) relates to or facilitates online gambling, including but not limited to, online casinos, sports betting and lotteries, or games of skill that offer prizes of cash or other value; (iv) is false, fraudulent, misleading or deceptive material, or material which impersonates other persons or organizations, or impersonates affinity or endorsement by any third party when it is not the case, or is using, engaging with or facilitating deceptive, misleading or false representations or notifications to the Users, or mimicking the functionality, look and feel, notifications or warnings of the operating system or other apps, or divert users or provide links to any other site that mimics or passes itself off as another app or service; (v) allows unauthorized publishing or disclosure of any person’s private and confidential information; (vi) provokes or encourages illegal activities; (vii) harms, interferes with the operation of, or accesses in an unauthorized manner, networks, servers, application programming interfaces (APIs), or other infrastructure, transmits or links to viruses, worms, defects, Trojan horses, malware, malicious scripts, phishing scams, or any other items that may introduce security vulnerabilities to or harm user devices, apps, or personal data, or collect User Data without the User’s knowledge and explicit consent; (viii) cause Users to unknowingly download or install apps from sources outside of Google Play; (ix) makes changes to the User’s device without the User’s knowledge and explicit consent (e.g. replacing or reordering the default presentation of apps, widgets, or the settings on the device), or without allowing the user to reverse the change easily; (x) modifies or add browser settings or bookmarks, home-screen shortcuts, or icons on the User’s device as a service to third parties or for advertising purposes, redirects browser activity or displays advertisements through system level notifications on the User’s device unless the notifications derive from an integral feature provided by Start; (xi) encourages, incentivizes, or mislead Users into removing or disabling third-party apps, or engages in any behavior that may interfere with other services, applications or their ads or impeding the performance thereof; (xii) creates unpredictable network usage that has an adverse impact on a User’s service charges or an carrier’s network; (xiii) provokes or encourages illegal actions; (xiv) does not coincide with the Google Play Content Rating of Start.
    • You undertake to duly notify Celltick upon the knowledge of any compliant, demand, claim or notice made by any third party with respect to your Starter and/or any Content displayed therein.
    • Celltick shall have the right, at its sole discretion, to remove any Content from your Starter and/or remove your Starter all together if: (i) Celltick receives a complaint from any third party regarding the Content displayed therein; (ii) Celltick reasonably believes that displaying any such Content will have an adverse impact on Start or on Celltick’s reputation; (iii) the Content in your Starter is in violation of the Agreement and/or in breach of any of the Google Play rules and guidelines and/or any applicable law, rule or regulation and/or any third party’s right. You acknowledge and agree that Celltick will not be liable for any damages or costs resulting from or connected to the removal of any such Content and/or the removal of the Starter in any manner to you or to any other third party.
  8. Information Collection
    • So that Celltick can improve the services it is providing under this Agreement, Celltick may collect and/or request that you provide Celltick with certain usage statistics from the Starter, such as a unique identifier, associated IP address, and information on which tools and/or services that are being used and the manner in which they are being used.
  9. Terminating this Agreement
    • This Agreement shall continue perpetually until terminated by either party, in the manner contemplated below.
    • Celltick reserves the right to terminate this Agreement at any time immediately and without notice: (i) upon your breach of any of the terms of this Agreement; or (ii) if Celltick is required to do so by law; or (iii) Celltick, at its sole discretion, shall no longer offer the services in this Agreement, as a whole or only to certain jurisdictions or certain features therein; or (iii) your Starter is no longer active for twenty-four (24) hours or more.
    • Notwithstanding the expiration or termination of this Agreement for any reason, undertakings which by their nature should survive such expiration or termination shall so survive. Without derogating from the generality of the above herein, the following sections shall survive the expiration or termination hereof: 1, 3.2 through 3.5, 5.1, 6, 7, 9.3 and 10 through 15.
  10. WARRANTIES
    • You confirm and agree that any and all User Data is confidential and the proprietary information of Celltick or of each respective user, and that nothing in this Agreement shall be deemed as granting any rights or permissions, express or implied, to you in such User Data or any part thereof.
    • You hereby represents and warrants that: (i) any and all activities or undertakings in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulations, including, without limitation, any applicable proprietary, copyrights and privacy laws; (ii) the Starter and Content are in compliance with all applicable laws, rules and regulations, including, without limitation, the Children’s Online Privacy Protection Act of 1998 (“COPPA”) and CAN-SPAM Act of 2003 (“CAN-SPAM”); (iii) You own or have obtained all valid legal rights, licenses, waivers or permissions to use and distribute the Starter and Content to the extent required or contemplated hereunder, and the Content does not and will not, infringe or violate any Intellectual Property Rights or any other right of any person or entity, including right of privacy and publicity; (iv) You are solely responsible for the Starter and any Content that may be reached or linked via the Starter or Content; (v) the Content and the related and linked Content will include a clear and accurate identification of the entity deriving the Content and a description of the functionality and features including without limitation, description of any User Data may be accessed, collected, stored, used or shared. Celltick will not be responsible for any discrepancy or misleading actions with respect to any Content; (vi) it shall not engage with any type of Prohibited Activity; (vii) the Starter and any Content will comply with the applicable Google Play terms, policies or guidelines, as may be periodically amended or updated, including without limitation Google Play Developer Program Policies and Google Play Developer Distribution Agreement, including with respect to the offering of Content, and the collection or use of User Data.
  11. DISCLAIMER OF WARRANTIES
    • THE SERVICES AND CELLTICK’S UNDERTAKING HEREIN ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. EXPRESSLY UNDERSTAND AND AGREE THAT YOUR DEVELOPMENT AND USE OF THE STARTER YOU DEVELOP IS AT YOUR SOLE RISK.
    • YOUR USE OF THE SERVICES AND SUCH OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE STARTER 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. CELLTICK FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  12. LIMITATION OF LIABILITY
    • YOU UNDERSTAND AND AGREE THAT CELLTICK, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL 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 WITHOUT LIMITATION, ANY LOSS OF DATA, WHETHER OR NOT CELLTICK OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF ANY SUCH LOSSES AND/OR DAMAGES.
  13. Indemnification
    • To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Celltick, its affiliates and their respective directors, officers, employees and agents from and against any and all Claims, and for all Losses that result or arise from Claims, which in whole or in part, arise from or is related to: (i) your use of the materials, information and/or data provided to you by Celltick; (ii) any Starter you develop that infringes any Intellectual Property Rights of any person; (iii) any breach and/or non-compliance by you with the representations and warranties in this Agreement and/or any other undertakings and/or obligations in this Agreement.
  14. Changes to the Agreement
    • Celltick reserves the right, at its discretion, to modify this Agreement. You are responsible for reviewing and becoming familiar with any such modifications (including new terms, updates, revisions, supplements, modifications, and additional rules, policies, terms and conditions) (“Additional Terms”) communicated to you by Celltick. All Additional Terms are hereby incorporated into this Agreement by reference and your continued use of the Starter will indicate your acceptance of any Additional Terms.
    • Celltick may send you communications from time to time. Such communications may be in the form of phone calls and/or emails and may include, but not be limited to, marketing materials, technical information, and updates and/or changes regarding your participation under this Agreement. By accepting this Agreement, you consent that Celltick may provide you with such communications.
  15. General Legal Terms
    • This Agreement constitutes the whole legal agreement between you and Celltick and governs the subject matter hereof, and entirely replaces any prior agreements between you and Celltick covering the subject matter hereof.
    • You agree that if Celltick does not exercise or enforce any legal right or remedy under this Agreement, this will not be taken to be a formal waiver of Celltick’s rights and that those rights or remedies will still be available to Celltick.
    • If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then 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.
    • You acknowledge and agree that each member of the group of companies of which Celltick is the parent shall be third party beneficiaries to this Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to this Agreement.
    • The rights granted in this Agreement may not be assigned or transferred by either you or Celltick without the prior written approval of the other party. Neither you nor Celltick shall be permitted to delegate their responsibilities or obligations under this Agreement without the prior written approval of the other party.
    • This Agreement, and your relationship with Celltick under this Agreement, shall be governed by the laws of the State of Israel without regard to its conflict of laws provisions. You and Celltick agree to submit to the exclusive jurisdiction of the courts located in Tel Aviv, Israel to resolve any legal matter arising from this Agreement. Notwithstanding the foregoing herein, you agree that Celltick shall be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Last updated: February 21, 2016

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