SOFTWARE AS A SERVICE LICENCE AGREEMENT

Welcome to Appstorespy! By paying for the Subscription to the Software (as defined below) offered by MBR PROPERTY LISTING LTD (hereinafter "Appstorespy " or "us" or "we") described in this Appstorespy SaaS Licence Agreement (hereinafter "Agreement"), you (hereinafter "User", "Customer" or "you") agree to be bound by the rules set forth herein, which constitute a binding legal agreement between you and Appstorespy.

You also agree to comply with the following additional policies and terms below, which are incorporated by reference. You can find these agreements on theWebsite page linked appstorespy.com/docs. For your convenience, we also provide them for you at the following links:


● Privacy Policy https://appstorespy.com/privacy
● Service Description https://www.crunchbase.com/organization/appstorespy

Please carefully read this Agreement and each of the other agreements that apply to you. If you are below eighteen (18) years of age (or the age of majority where you live) you should decline to use Appstorespy Software and the Site. By installing, copying and/or otherwise using the Software, you are confirming your acknowledgement and acceptance of, and agreement with, this Agreement and all the documents listed above.

We may revise this Agreement and any of the documents listed above from time to time. The revised version will be effective at the time we post it, unless otherwise noted. If our changes reduce your rights or increase your responsibilities, we will post a notice on the appstorespy.com website (hereinafter the "Site"). If you do not agree with any changes to this Agreement, you have to end your relationship with Appstorespy. Any purchase of the Service and SaaS License on the Software after such Agreement revision will be considered as your agreement with the new terms of the Agreement. Please print a copy of this Agreement for future reference.

1. CUSTOMER ACCOUNT

1.1. You agree that the information that you provide to us will be true, accurate, current and complete. Without limiting any other terms of this Agreement, you may not use false identities or impersonate any other person or use a username (or nickname) or password that you are not authorised to use. You may never use another User's account.

1.2. You are solely responsible for maintaining the confidentiality of your account, username and password (collectively, your "Account") and for all activities associated with or occurring under your Account. You represent and warrant that your Account information will be accurate at all times. To the extent permissible under applicable law, we cannot and will not be responsible for any loss or damage arising from your failure to comply with the foregoing requirements or as a result of your use of your Account.

1.3. You agree to comply with all and any local, national and international laws, rules and regulations (hereinafter "Applicable Law") regarding online conduct and the transmission of information on the Internet and governing the parties' respective rights, duties, and obligations hereunder, as applicable.

1.4. You may not transfer your Account to any other person and you may not use anyone else's account at any time without the permission of the account holder.

1.5. You agree to never use your Account to:

  • transmit any information that is unlawful, threatening, harmful, abusive, harassing, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful or racially, ethnically or otherwise objectionable;
  • harm or harass any person or entity in any way;
  • impersonate any person or entity, including but not limited to Appstorespy, an Appstorespy agent or employee, a forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with any person or entity;
  • forge or otherwise manipulate any identifying information in order to disguise the origin of any information transmitted through, or stored in your Account;
  • transmit any information that you do not have a right to transmit under any Applicable Law or under any contractual or fiduciary relationships (such as insider, proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  • transmit any information that infringes any party's Intellectual Property Rights, including but not limited to patents, trademarks, trade secrets and copyrights;
  • upload, post or otherwise transmit any unsolicited or unauthorised advertising, promotional or commercial materials, generate spam or unsolicited email(s), spoof the email addresses of others or send commercial solicitations, "junk mail", "chain letters" or promotions for "pyramid schemes";
  • transmit any material that contains any computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment, including but not limited to software viruses, "worms", "bombs", etc.;
  • interfere with or disrupt Appstorespy 's servers or networks or disobey any requirements, procedures, policies or regulations of Appstorespy networks;
  • intentionally or unintentionally violate any Applicable Law; or
  • collect, store or expose personal data about other users and/or Content posted by other users without their express permission.

2. SERVICE AND LICENCE

2.1.The Appstorespy provides the Customer with the Service as described at the link https://www.crunchbase.com/organization/appstorespy (the “Subscribed Services”).
2.2. These Appstorespy Subscribed Services enable the Customer’s access to and use of certain proprietary Appstorespy Software (the “Software”).

2.3. The Customer makes an order for the Service via Customer’s Account. By ordering the Service the Customer takes the Subscription plan, payment method and accedes to the terms of this Agreement. The Customer confirms his choice by the payment.

2.4. During the Subscribed Services period the Customer will be provided by the non-exclusive, non-assignable, royalty-free, worldwide right to access and use the SaaS Services solely for its internal business operations, subject to the terms of this Agreement and up to the number of authorised users documented in Subscription plans. The Customer acknowledges that this Agreement is a SaaS Agreement, and the Appstorespy will not be delivering copies of the Software to the Customer as part of the SaaS Services.

2.5. The Services period depends on the Subscription plan chosen and prepaid by the Customer.

2.5.1. The initial Services period (“Initial period”) of the provided Service will commence from the date next to the applicable payment receiving date (hereinafter the “Payment Date”) and will terminate on the anniversary of the Payment Date. Each 12 month period after the Payment Date will be defined as a “Service Year”, e.g. Months 1-12 will constitute Service Year 1 and months 13-24 will constitute Service Year 2, etc.). Following the expiration of the Initial Term, the Agreement shall automatically continue for the same period, until such time as either party provides thirty (30) days’ written notice to the other party of its intent to cancel the Agreement. Recurrent payments are available. For the details see ANNEX 2 Recurring Payment Process.

2.6. The Parties herein confirms that the words "sell", "sale" or "buy", "purchase" are solely related to the providing the Software as a Service in accordance with this Agreement. Customers do not acquire ownership of the Software, but only the right to use it on a remote online basis in accordance with the present Agreement.

3. INTELLECTUAL PROPERTY RIGHTS

3.1. "Intellectual Property Rights" means all functional and ornamental aspects of the Software, including any screen displays, technical notes, computer program code, scripts, training materials and works of authorship that may form a part of the Software, all training methods and materials, all trademarks and names of Appstorespy, and all other proprietary information of Appstorespy, including patents, patent applications, patentable subject matters developed by Appstorespy, trade secrets (including data, programming code, etc.), trademarks, copyrights and all other intellectual property rights therein.

3.2. Your licence confers no title or ownership rights in the Software. Except for the limited licence granted herein, all title, ownership and Intellectual Property Rights in and to the Software and any and all copies thereof shall remain the sole and exclusive property of Appstorespy. All rights are reserved, except as expressly stated herein. The Software is protected by copyright laws, international copyright treaties and conventions and other Applicable Laws.

3.3. Appstorespy reserves any and all rights not expressly granted to you in this Agreement. You agree to refrain from any action that would diminish such rights or would call them into question.

4. SAAS LICENCE LIMITATIONS

4.1.Except as otherwise permitted under this Agreement, or under Applicable Law notwithstanding these restrictions, you may not copy, photocopy, reproduce, publish, distribute, translate, reverse engineer, derive source code from, modify, disassemble, decompile, create derivative works based on, or remove any proprietary notices or labels from the Software, in whole or in part, without the prior written consent of Appstorespy. Any persons copying, reproducing or distributing all or any portion of the Software in any manner or medium will be willfully violating the copyright laws and may be subject to civil and criminal penalties in Cyprus or the U.S. or their country of residence.


  • 4.2. You agree to follow the agreement terms provided by the Appstorespy regarding the applicable Software.

  • 4.3. Appstorespy reserves the right to terminate your SaaS license to the Software and suspend to provide you a service for violation of the license restrictions set forth in this Section 4.

5. DATA PROCESSING

5.1. PRIVACY NOTICE

5.1.1. You acknowledge that when you use the Software, Appstorespy may use automatic means (including, for example, cookies and web beacons) to collect information about your device and your use of the Software. You may also be required to provide certain information about yourself as a prerequisite for using the Software or its certain features or functionality. All information we collect through or in connection with the Software is subject to our Privacy Policy. You also should read our Cookie Policy .

5.1.2. By using or providing information to or through the Software, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy and the relevant Appstorespy licensor’s privacy policies, but not limited to (where applicable) (i) transferring your personal information we are contractually obliged to transfer to the licensor, its affiliates, vendors or business partners, or to certain other third parties, such as governmental authorities, upon their lawful request; (ii) receiving your personal information we are contractually obliged to receive from the licensor, its affiliates, vendors or business partners; (iii) receiving certain electronic communications from Appstorespy as part of contract performance; (iv) sharing your anonymous data within our Appstorespy Products, to have a clear idea of what you like or dislike about the Software; and (v) other uses and disclosures of your personal information or other information as specified in the above-referenced privacy policies, as amended from time to time.

5.1.3. Remember that you have a right to withdraw your consent to our processing of your personal information, where that processing is based on your consent, at any time. To exercise this right, contact us at support@appstorespy.com.

5.2. NON-PERSONALDATAPROCESSING

5.2.1. For the proposes of the Agreement performance the Appstorespy collect, storage and processing some additional information related to the User’s and/ or the Customer’s business. The Appstorespy receives such information from the User and/ or the Customer.

5.2.2. The Parties herein confirm that all the information specified in clause 5.2 of the Agreement is not related to personal data. Such information include commercial information, various economic indicators as well as the following data:


  • - the number of application views;

  • - the number of application installations;

  • - the number of application page views in the application store;

  • - the number of installed copies of the application;

  • - in-app purchases;

  • - the number of subscribed users;

  • - income and sales.

  • - and other commercial and non-privacy data/
    5.2.3. The Appstorespy will protect the information specified in clause 5.2 as a Confidential

    information.

6. PAYMENT TERMS

6.1. Subscriptions

6.1.1. If you have subscribed to any Subscription plan and provided Appstorespy with your

payment information.

6.1.2. You can pay under invoices or by recurrent payments. If you choose the Recurrent

payments module in your Account you authorise us to charge you a periodical fee at the then-current subscription rate you have selected (recurrent payments). The recurrent payments process is described in Annex 2 to this Agreement.

You acknowledge that the Subscription terms and rates for each available plan are subject to change, and you agree to pay the applicable subscription rate unless you cancel the subscription, as described in this section.

6.1.3. We have the right to change your payment method and the date on which your billing cycle occurs. An example of when we may do so is if we cannot successfully settle your account with the original payment method you provided. You are responsible for all charges

to your account, including any unpaid charges that occurred prior to the date you cancel your

account.

6.1.4. You may change or cancel your Subscription at any time by contacting Appstorespy

Customer Support at support@appstorespy.com To prevent being charged for a Subscription for a given reporting period, you must cancel your subscription at least one (1) day prior to the next upcoming Subscription distribution. PAYMENTS ARE NONREFUNDABLE, AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED SUBSCRIPTION PERIODS.

6.2. Pricing

6.2.1. Your purchase price will depend on the Subscription plan you have chosen when you

made the order.

6.2.2. Your purchase price will include the price of the Software plus any applicable taxes in

effect at the time of purchase and based on the country data you provide on the Software landing page. Appstorespy reserves the right to change Software prices and availability at any time. The final cost of the Software is determined depending on the payment method and will be brought to your attention after a payment method is chosen and will be included in the Customer sales receipt.

(i) If your purchase is subject to any type of use or sales tax, then Appstorespy may also charge you for those taxes, and you agree to pay all the fees you incur and taxes if applicable. The European Union VAT ("VAT") tax amounts collected by Appstorespy reflect the VAT due on the value of any Software.

(ii) You agree that you will not use IP proxying or other methods to disguise the place of your residence, whether to circumvent geographical restrictions on game content, to purchase at pricing not applicable to your geography, or for any other purpose. If you do this, we may terminate your access to purchased Software.

(iii) A failure on Appstorespy ’s part to invoice you for any applicable taxes does not relieve you of the liability to pay such taxes, and you must pay to the applicable taxing authority any such taxes which may be due as a result of your purchase.

6.3. Payment for the Service

6.3.1. Appstorespy uses third-party payment providers to authenticate and get payments when you

purchase the Service. Please read the terms and conditions and privacy policies of applicable

third-party partners to understand their terms and conditions.

6.3.2. To be allowed to use the Service and Software remotely, Appstorespy requires Customer to

pay the fees by one of the payment methods that is accepted by Appstorespy.

6.3.2.1. Appstorespy prefers to accept payments by Verifone. Please see Annex 2 to this

Agreement and the Verifone website for more details.

6.3.2.2. You can also pay the fees by the bank wire transfers and you can send as a written

request for the written invoice to pay for Software. You pay all bank charges by yourself. 6.3.3. The payment is considered paidwhen actual crediting anaccount of Appstorespy is

registered by the receiving bank.

6.3.4. You claim and warrant that your use of a Verifone account or other payment method is

authorised and that all information that you submit to Appstorespy third-party payment

processor is true and accurate; you agree to pay all fees you incur.

6.3.5. Appstorespy is not liable for damages of any kind arising from your submission of any

information that is deemed to be untrue or is inaccurate.

6.3.6. Notwithstanding the foregoing, Appstorespy or/and it’s third-party payment processor have

the right to refuse any payment in its sole discretion without giving an explanation.

7. REMEDIES

7.1. In addition to any remedies Appstorespy may have pursuant to this Agreement or at law for non-payment, delinquency in payment may result in suspension of the right to use the Service. In the event Appstorespy incurs any costs (including reasonable attorney’s fees) from efforts collecting overdue fees from Customer, Customer agrees to pay such costs.

8. REFUNDS


  • 8.1. All Service charges incurred are payable in advance and are not refundable in whole or in part, regardless of the payment method, except as expressly set forth in this Agreement.

  • 8.2. If you are a User residing in the European Union or otherwise subject to the protection of its Applicable Law, you have the right to cancel your Software license transaction under this Agreement without charge and without giving any reason until you commence the download of the Software. You do not have the right to cancel a transaction or obtain a refund once the Software download has commenced, at which point your transaction is final.

  • 8.3. However, if you request the Service to be available for you before the expiry of any applicable cancellation period, you acknowledge that you will lose your right to change your mind and request a refund the Service has been made available to you.

  • 8.4. Appstorespy reserves the right to refuse to accept payment from any User and for any transaction if it suspects, in its sole discretion, fraudulent activity.

9. USER MINIMUM REQUIREMENTS AND OBLIGATIONS

9.1. Upon entering of this Agreement, you represent to Appstorespy that:

A. You are of the legal age of license in your jurisdiction of residence;

If you are aged between the relevant minimum age and 18 (or the age of majority where you live), you and your parent or guardian must review this Agreement together. Parents and guardians are responsible for the acts of children under 18 years of age using Appstorespy.


  • You agree that you will provided the Service using your own username and will not try to

    impersonate any other Customer or hide your identity from Appstorespy ;

  • Your use of the Service is at your sole option, discretion, and risk; and

  • The telecommunications networks and Internet access services required for You to use the

    Service are entirely beyond the control of Appstorespy, and Appstorespy shall have no liability whatsoever for any outages, slowness, capacity constraints or other deficiencies affecting the same.

  • You will not use any services for hiding or changing your real location in order to use or get access to the Software, for any illegal purposes, or in order to avoid restrictions provided by the government.

10. THIRD-PARTYSERVICES

10.1. The Software may include links to third-party services, and/or third-party services may be made available to you via the Software. These services are subject to respective third-party terms and conditions. Please review these third-party terms and conditions carefully as they constitute an agreement between you and the applicable third-party service provider.

We don’t control Third-Party Services, and we are not liable for Third-Party Services or for any transaction you may enter into with them, or for what they do. When using Third-Party Services, your security is your responsibility.

11. REPRESENTATIONSANDWARRANTIES

11.1. Disclaimer of Warranties. THE SOFTWARE AS A SERVICE IS PROVIDED TO THE CUSTOMER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAW, ASODESK, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, ASODESK PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE ASA SERVICE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. HOWEVER THE AGGREGATE LIABILITY OF THE ASODESK HEREUNDER PURSUANT TO (A) AND (B) HEREOF, TO THE OTHER PARTY OR ANY THIRD PARTY SHALL NOT EXCEED AMOUNT OF FEES ACTUALLY PAID AND PAYABLE BY USER AND/ OR BY THE CUSTOMER TO THE ASODESK UNDER THIS AGREEMENT.

11.2. Your Expectations. Please note that, unless Appstorespy is the developer of the Software, we cannot affect the Software’s quality or guarantee that it will meet any of your expectations. The Software is provided "as is" and on an "as available" basis without a warranty or condition of any kind.

11.3. When making your decision to purchase a pre-order of a video game, please be aware that the Software Developer, and not Appstorespy, is solely responsible to complete the development of the Software and to provide you with an operable version of the Software.

12. LIMITATION OF LIABILITY


  • 12.1. The Appstorespy is solely responsible for providing support and maintenance for the Service.

  • 12.2. In no event shall Appstorespy, its affiliates, its licensor(s) and each of our and their respective

officers, directors, employees or agents, be liable to you or to any third party: (i) for any personal injury, property damage, lost profits or lost data or special, incidental, indirect, punitive or consequential damages (however arising, including negligence) arising out of or in any way connected to Appstorespy, even if Appstorespy has been advised of the possibility of such damages or loss or in the event of Appstorespy or its affiliates’ fault, tort (including negligence), strict liability, breach of contract or breach of Appstorespy ’s warranty; (ii) for any misrepresentation or fraud with respect to any Software and Service; (iii) for any loss or damages caused to any Software as a result of any action or omission of a Appstorespy; (iv) for any loss or damages caused to User and/ or the Customer data and information, or (iv) for

any amount in excess of EURO 150;

12.3. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. You also may have other legal rights that vary from jurisdiction to jurisdiction. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE RECOMPENSE.

12.4. The Appstorespy is not responsible for:


  • ● third parties Distributed Denial of Service Attack;

  • ● for the User or Customer actions and decisions made upon the information available from

    the Service and the Software.

12.5. The User and/or the Customer understands and unconditionally accepts that the ASOdesk

recommendations and estimations are informational and are provided for informational proposes only. The Appstorespy does not responsible for any User’s and/or the Customer’s actions, decisions or conclusions made upon the Service and Software usage.

12.6. Appstorespy is not responsible for the possible loss and/or damage of data that may result from violation of the provisions of this Agreement or Privacy policy by the User and/ or the Customer.

12.7. The aggregate liability of the Appstorespy upon this Agreement pursuant to (a) and (b) hereof, to the other party or any third party shall not exceed amount of fees actually paid and payable by the User and/or by the Customer to the Appstorespy under this Agreement.

13. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Appstorespy, its parent, subsidiaries, affiliates and their respective directors, officers, employees, shareholders, licensors, partners, contractors or agents from and against any and all loss, claim, damage, cost, liability and expense (including attorney’s fees and costs and auditor’s fees) arising from or relating to your use or misuse of the Software or your breach of this Agreement, or arising out of a claim by any other User, developer or any other third party related to any action or omission by you.

14. CONFIDENTIALINFORMATION

14.1. Each and any party (“Disclosing Party”) may disclose or grant to any other party (“Receiving Party”) access to information that the Disclosing Party considers confidential or proprietary (“Confidential Information”). Confidential Information, as used in this Agreement, shall mean any information or data which (a) if in tangible form or other media can be converted to readable form, is clearly marked as proprietary, confidential or private when disclosed, (b) if oral or visual, is identified as proprietary, confidential, or private at the time of disclosure, or (c) is of a nature or is disclosed under circumstances such that a reasonable person would consider it confidential.

14.2. A Disclosing Party's Confidential Information shall not include information that (a) is or becomes part of the public domain through no act or omission of a Receiving Party; (b) was in the Receiving Party's lawful possession prior to the disclosure and had not been obtained by the Receiving Party from the Disclosing Party; (c) is disclosed to the Receiving Party by a third party not known to the Receiving Party, following reasonable inquiry, to be subject to an obligation of non-disclosure with respect to such information; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

14.3. The Receiving Party agrees to hold in confidence and not to disclose or reveal to any person or entity the Disclosing Party's Confidential Information, and not to use the Disclosing Party's Confidential Information for any purpose other than in connection with the parties' discussions regarding, and performance of, a transaction. Without limiting the

generality of the foregoing, the Receiving Party shall not disclose Confidential Information of the Disclosing Party to any of the Receiving Party's employees or agents, except those employees or agents who are required to have such Confidential Information to participate in the parties' discussions regarding, or performance of, a transaction, and who are under a written obligation of confidentiality or nondisclosure to the Receiving Party. The Receiving Party agrees to take commercially reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees in breach of this Agreement, including, but not limited to, advising each permitted employee to whom Confidential Information is disclosed of his/her obligations regarding confidentiality and non-use of such information. The Receiving Party shall be fully responsible for any breach of this Agreement by its employees. The Receiving Party may disclose Confidential Information of the Disclosing Party if required by law or judicial, arbitral or governmental order or process, provided the Receiving Party gives the Disclosing Party prompt written notice of such requirement, reasonably co-operates (at the Disclosing Party's expense) with the Disclosing Party's efforts to obtain a protective order or other appropriate relief, and discloses only the Confidential Information required to be disclosed under such law, order or process.

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14.4. The parties agree to return to each other, or to destroy upon written request of the other party, any and all Confidential Information received pursuant to this Agreement, together with all copies that may have been made, promptly upon request of the other party, or, if not requested earlier, upon completion of the transaction or termination of this Agreement. Upon destruction of Confidential Information or any copies thereof, the party accomplishing such destruction shall certify in writing to the other party that such destruction has occurred.

14.5. The Receiving Party acknowledges and agrees that, due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Agreement and that such breach would cause irreparable harm to the Disclosing Party. The Disclosing Party shall thus be entitled to seek immediate injunctive relief, in addition to whatever other remedies it might have at law or in equity, in the event of an actual or threatened breach of this Agreement by the Receiving Party.

14.6. Confidential Information shall remain the sole and exclusive property of the Disclosing Party. No patent, copyright, trademark, or other proprietary right is licensed, granted or otherwise transferred by this Agreement or any disclosure hereunder, except for the right to use such information in accordance with this Agreement. No warranties of any kind are given for the Confidential Information disclosed under this Agreement.

15. MISCELLANEOUS

A. Governing Law. This Agreement shall be governed by and construed in accordance with UNIDROIT Principles of International Commercial Contracts (2010) and, with respect to issues not covered by such Principles, by the law of the law of England and Wales, save for its conflict of law provisions. The Parties exclude application of United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) (CISG) to this Agreement or to any order under this Agreement.

B. Limitation of Time to File Claims. Any cause of action or claim you may have arising out of or relating to this Agreement or the Software must be commenced within one (1) year after the cause of action accrues; otherwise such cause of action or claim is permanently barred.

C. Disputes. Most User concerns can be resolved by use of our support site at support@appstorespy.com If we are unable to resolve your concerns and a dispute remains between you and Appstorespy, this section explains how we agree to resolve it.

(i) A party that intends to seek arbitration must first send a written notice to Appstorespy of its intent to arbitrate ("Notice"). The Notice to Appstorespy should be sent by any of the following means: (i) via electronic mail to support@appstorespy.com; or (ii) by sending the Notice by

certified mail to the appropriate Appstorespy legal entity according to Section 15 (A) above. The Notice must (x) describe the nature and basis of the claim or dispute; and (y) set forth the specific relief sought. If we do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or Appstorespy may commence an arbitration proceeding.

All differences of any nature that may arise in relation to this contract between the contracting parties, shall be referred to arbitration by three Arbitrators in accordance with the provisions of the Arbitration Law of Cyprus, Cap 4. The Arbitrators will be proposed by the Arbitration Service of the Cyprus Chamber of Commerce and Industry and must be approved by the contracting parties.

In case of disagreement between the contracting parties on the proposed Arbitrators the Arbitrator will be appointed in accordance with the provisions of the Arbitration Law of Cyprus.

D. Term and Termination.

(i) This Agreement is effective until terminated. You may terminate this Agreement at any time

upon notice to Appstorespy or by deleting your Account.

(ii) Appstorespy has the right to terminate this Agreement with immediate effect as set forth herein

for a breach of this Agreement by you or if we reasonably suspect that you have failed to abide by any of the terms and conditions of this Agreement. We may take any action we deem reasonable in our sole discretion against users who do not comply with the terms of this Agreement which may include banning users. We reserve the right to determine what conduct we consider to be in violation of, or otherwise outside the intent or spirit of, this Agreement. However, if what you have done can be put right we will give you a reasonable opportunity to do so.

(iii) Without prejudice to the other provisions of this Agreement, we may terminate our Agreement with you (in whole or in part) for any reason at our discretion upon reasonable notice to you and the following would apply:

(a) If you paid for Software, you will not be entitled to a refund where you have substantially had the enjoyment of what you have paid.

(iv) Upon termination of this Agreement for any reason, Section 4 (Intellectual Property Rights), Section 13 (Representations and Warranties), Section 14 (Liability Limitation), Section 15 (Indemnification) and this Section 15 (Miscellaneous) will survive.

(v) Termination of this Agreement shall be without prejudice to any rights or liabilities accrued at the date of the termination. Once the termination comes into effect, all rights and licenses of Users to use the Software under this Agreement shall terminate. Upon the termination of this Agreement, you shall cease all use of the Software and destroy all copies of the Software and all associated documentation in your possession or control.

E. Notices. Appstorespy may give notice to you by means of a general notice to you while you make a purchase, through Your Account, electronic mail to your email address in our records or by a written communication sent by first class mail, postage prepaid, or overnight courier to your address on record, provided Appstorespy has your physical address.

F. Severability. Except as otherwise expressly set forth in this Agreement, in the event that any provision of this Agreement is held to be unenforceable by a court or another tribunal of competent jurisdiction, such provision will be enforced to the maximum extent permissible, and the remaining portions of this Agreement shall remain in full force and effect. This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements. You agree that this Agreement is not intended to confer and does not confer any rights or remedies upon any person other than the parties to this Agreement.

G. Enforcement. Appstorespy ’s obligations are subject to existing laws and legal process, and Appstorespy reserves the right to comply with law enforcement or regulatory requests or requirements notwithstanding any contrary term.

H. Compliance. You agree to comply with all Applicable import/export Laws and regulations. You agree not to export the Software or allow the use of your Account by individuals of any terrorist-supporting countries to which encryption exports are restricted by the European authorities at the time of exportation. You represent and warrant that you are not located in, under the control of or a national or resident of any such restricted country.

I. Prohibited Commercial Uses: You may not use the Software in its entirety or its individual components for any purpose not expressly authorised by Appstorespy or the respective Software developer.

ANNEX 1 – SERVICE LEVEL AGREEMENT

The Parties hereby agree, that the Appstorespy shall provide support of Appstorespy Software as a Service and relevant services on the following terms and conditions:

Appstorespy or it’s Sub-Contractor will provide support by phone or e-mail in English Support for the phone Services will be made available by Appstorespy or it’s sub-contractor via e-mail between the hours of 09:00 – 18:00 (GMT/UTC +02:00 time) 5 days per week, 365 days per year in English.

EXCEPTION PERIODS:

The following exception periods in Service availability can occur:

● Downtime


  • ● Scheduled Downtime

  • ● Resolution Time
    “Downtime” is defined as any period when users are unable to access the Service for which they

    have appropriate permissions. The ability to access the Service is determined by automated monitoring that attempts to access the Service every minute supplemented by server logs. Downtime does not include the period when the Service is not available as a result of: (a) Scheduled Downtime or scheduled network, hardware, or Service maintenance or upgrades; or (b) the acts or omissions of the User or the Customer or the Customer’s employees, agents, contractors, or vendors, or anyone gaining access to Service Customer’s network by means of the Service Customer’s passwords;

    “Scheduled Downtime” is defined as: (a) Downtime during major version upgrade. Scheduled Downtime is not considered Downtime for purposes of this Agreement.

    “Resolution Time” is the time that Appstorespy and its Sub-contractors shall take to fix the problem. Resolution Time is not considered Downtime for purposes of this Agreement.

    REQUESTS CLASSIFIED

    All requests should be classified in accordance with the table below by the Appstorespy technical assistance specialist

Type

Downtime

Scheduled Downtime

Resolution Time

Duration

Not more than 48 hours by case

the User and/ or the Customer will be previously informed

The estimated time Depends on the problem type

Request type

Priority

Definition

Bug / malfunction

Critical

A problem has made a critical Services function unusable or unavailable and no workaround existsю Examples includes but not limited to:


  1. Additionally, if security is compromised. Services is not loaded

  2. Data Loss

  3. Solution is hacked

High importance

A problem has made a critical Services function unusable or unavailable but a workaround exists

Low importance

A problem has diminished critical or important Services functionality or performance but the functionality still performs as specified in the user documentation

Support request

-

A request for information regarding the use and functions of Appstorespy Software (including but not limited to data protection reliable requests)

ANNEX 2 – Recurring Payment Process 1. PROCESS DESCRIPTION

Due to this Agreement you can pay for the Service based on the Subscription Plan that you can combine in your Account on the ASOdesk website at hq.appstorespy.com in the "Recurrent payment" module.

In the "Recurrent payment" module You can selects the payment period (hereinafter the “Term”) and the configuration of the Subscription plan. You activate your Subscription Plan by your payment for the Service.

Your first payment will be due at the date you order the Service, and the next payments will be made in the 1 (one) day prior the previous Services period commencing date. You will not receive any advance notice of this payment, but you will receive a post-payment confirmation email following all automatic recurring payments. If you choose and sign up for more than one Subscription Plan, the Subscription Plans will not be combined into one single plan and you may have multiple payments charged to your credit or debit card each month pursuant to each selected Payment Plan.

The ASOdesk is not responsible for temporary non operability of the "Recurrent payment" module for the reasons which are out of ASOdesk control, as well as for circumstance of insuperable force. In this case of the temporary non operability of the "Recurrent payment" module you should uses other payment methods available on the Appstorespy website.

You stop to use the "Recurrent payment" at any time by performing the following actions: selecting the "Disable" button at https://app.appstorespy.com/settings/pricing, at the same time all paid Services will continue within pre-paid Service period under the Service Agreement.

2. AUTHORISEDPAYMENT SERVICE

MBR PROPERTY LISTING LTD introduces Verifone Payments BV dba 2Checkout (see details on https://2checkout.com/) as a payment vendor and an authorised payment service for collection your payments on behalf of MBR PROPERTY LISTING LTD. Hereinafter Verifone Payments BV dba 2Checkout and other legal entities involved in Verifone service providing jointly will be mentioned as Verifone.

Our authorised payment service Verifone, will accept and process your payments under applicable legislation and Verifone Services Agreement, Privacy Policy and other related terms and conditions Verifone legal documentation is available at https://2checkout.com/. Verifone is fully responsible for providing a payment service to you.

The payment service Verifone will store, collect, and process your payments data and personal data related to the payment under applicable legislation and Verifone Services Agreement, Privacy Policy and other related terms and conditions. Verifone Privacy documentation is available at https://2checkout.com/. The payment service Verifone stores your credit or debit card information for the duration of the applicable Payment Plan Term in order to complete the monthly recurring payments.

We inform you that MBR PROPERTY LISTING LTD has no access to your payments and personal which you provide the Verifone to make the payments.

3. AUTOMATIC RECURRING PAYMENT FAILURE

You are responsible for ensuring that your credit or debit card information is up to date in order to complete the necessary automatic monthly payments during the Term(s). You must contact Appstorespy customer support via phone to update your credit or debit card information as required to continue automatic monthly payments under the Payment Plan. ASOdesk will never ask for your credit card information via email.

If your automatic recurring payment is declined or unable to be processed for any reason, Verifone will try to reprocess the payment to two a day for seven days, within seven days of the payment failure. If your payment is still unsuccessful, your automatic payments will be suspended and Appstorespy customer support representative will contact you by email. In the event you do not make all required payments under the Payment Plan, services may be withheld by the Appstorespy until payments are up to date.

4. CHANGING AUTHORISED PAYMENT CARD

If you would like to change your authorised credit or debit card during a Term, you must authorise the recurring payment with the new credit or debit card by calling using the Verifone service.