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Terms Of Service

LAST UPDATED: 7 JANUARY 2015

TERM

This Contract shall commence on the date on which you Accept these Conditions upon Your registration with QUICKAPP NINJA and shall remain in full force and effect unless and until terminated by either Party in accordance with the terms of the Contract.

PROVISION OF THE SERVICES

With effect from the Effective Date, QUICKAPP NINJA shall, subject to these Conditions:

(a) make available and allow You to access the Services;

(b) make available to You (by download or any other method notified to You) a copy of QUICKAPP NINJA Materials or Advertisements which QUICKAPP NINJA deems appropriate.

You acknowledge and agree that it is Your responsibility to ensure that You have appropriate protection for Your computers and any systems that You use to access the Services or any QUICKAPP NINJA Materials and that QUICKAPP NINJA shall have no responsibility for any computer viruses, worms, software bombs, bugs or similar items that affect Your computers, computer systems, software, infrastructure or data as a result of Your access of the Services or use of the QUICKAPP NINJA Materials.

You acknowledge that QUICKAPP NINJA may immediately by notice in writing to You suspend Your access to the Services (or any part thereof) and/or the QUICKAPP NINJA Materials. QUICKAPP NINJA accepts no liability for any loss or damage You may suffer or incur as a result of the suspension of Your access to the Services (or any part thereof) and/or any QUICKAPP NINJA Materials (or any part thereof)

You acknowledge and agree that (i) nothing in this Contract guarantees that the Services, QUICKAPP NINJA Materials and/or Advertisements will be free from interruption or errors, (ii) there will be periods when the Services, Advertisements and/or QUICKAPP NINJA Materials are unavailable and cannot be accessed and (iii) QUICKAPP NINJA accepts no liability for any loss or damage You may suffer or incur as a result of any Service (or any part of a Service) Advertisements and/or any QUICKAPP NINJA Materials (or any part thereof) being unavailable at any time.

You may use QUICKAPP NINJA’s technology products for obtaining Services including any fixes, updates and upgrades thereto as may be provided by QUICKAPP NINJA from time to time. In connection with the Services, QUICKAPP NINJA may provide You with certain analytics reports ("Reports") which analyzes the data collected by QUICKAPP NINJA from end-users. This data concerns the characteristics and activities of end-users and facilitates management of end-user data by You.

PROPRIETARY RIGHTS

You acknowledge that you have and obtain no rights in the Services, Advertisements and/ or in any QUICKAPP NINJA Materials or the Intellectual Property Rights in or relating to them or to receive the Services save as expressly provided in the Contract.

QUICKAPP NINJA grants to You, with effect from the Effective Date, a limited, non-exclusive, non-transferable licence for the term of the Contract to access the Services solely for Your own internal business purposes as they relate to tracking the performance of ad-networks engaged by you and for no other purpose whatsoever.

QUICKAPP NINJA grants to You, with effect from the Effective Date, a limited, non-exclusive, non-transferable licence for the term of the Contract to use the QUICKAPP NINJA Materials solely for the purpose of enabling You to receive the benefit of the Services. You will have no right to use, perform, display, reproduce and distribute QUICKAPP NINJA Materials for any other purpose. You shall comply with any and all reasonable instructions, conditions and security requirements in respect thereof as shall from time to time be notified in writing to You by QUICKAPP NINJA or updated in QUICKAPP NINJA website from time to time.

USE RESTRICTIONS

You shall not:

(a) by accessing the Services, store, transmit, distribute, disseminate, publish or post any material in such a way as to breach any applicable law or regulation or to infringe the rights of, or restrict or inhibit the access to and enjoyment of the Services by, any other person;

(b) by accessing the Services, deliberately, recklessly, or maliciously introduce any computer viruses, worms, software bombs or similar items on to any QUICKAPP NINJA or third party systems;

(c) distribute the QUICKAPP NINJA Materials to any third party;

(d) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form any component of the QUICKAPP NINJA or any other software to which You are given access by QUICKAPP NINJA, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties;

(e) assist or attempt to assist any third parties in obtaining access to the Services or the QUICKAPP NINJA Materials;

(f) Share, display or disclose any QUICKAPP NINJA Materials including Advertisements on any part of Your Network that may be considered to contain any hate-related, pornographic, libelous, sexually explicit, violent or otherwise offensive content or contain any other material, products or services that violate or encourage conduct that would violate any applicable laws, or any third party rights or which are reasonably likely to subject QUICKAPP NINJA or its affiliates or advertisers or business partners to negative publicity.

(g) Engage in any Fraudulent Activities or illegal practices.

You shall be responsible and liable to QUICKAPP NINJA for all accessing of the Services and use of the QUICKAPP NINJA Materials and Advertisements by those of Your Personnel who access the Services, Advertisements and/or the QUICKAPP NINJA Materials. Any breach of any provision of the Contract caused by any such persons shall be deemed a breach of the Contract by You.

YOUR DATA

You shall own all rights, title and interest in and to all of Your Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data.

QUICKAPP NINJA shall have no liability to You in the event that Your Data is lost, corrupted or inaccessible (either temporarily or permanently).

You hereby grant a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to QUICKAPP NINJA to use, copy, modify, amend and create derivative works of Your Data for any purpose connected with the provision and operation by QUICKAPP NINJA of the Services (including the provision of the Services to third parties).

PAYMENTS

Subject to the terms and conditions of this Contract, QUICKAPP NINJA will pay You a percentage of Net Revenue relating to Advertisements run on Your properties during any given calendar month.

Payment will be made by QUICKAPP NINJA within 15 days after the end of each calendar month from Net Revenue collected by QUICKAPP NINJA from applicable advertisers subject to You providing QUICKAPP NINJA, complete and accurate information relating to remittance of payment. The Net Revenue percentage paid to You shall be determined by QUICKAPP NINJA and may be varied in its reasonable discretion from time to time.

All payments will be made in US dollars ($US) unless an alternative payment currency is specifically agreed in writing by both parties.

In the event of an error in payments made to You as determined by QUICKAPP NINJA, whether as a result of inaccurate information provided by a third party or otherwise, QUICKAPP NINJA shall allocate any deficient amounts or deduct any overpayment in the subsequent calendar month payment due to You.

Both parties agree that QUICKAPP NINJA expressly reserves the right to set off amounts owed to you You against any other amounts owed by You relating to other QUICKAPP NINJA Services.

QUICKAPP NINJA reserves the right to discontinue service, withhold payment at any time, and/or terminate any agreement with You, without liability to You, if QUICKAPP NINJA reasonably suspects that any of the following have occurred on the Your properties: (i) any form of Fraudulent Activity or illegal practices, or (ii) any type of activity, text, image, or use that may violate applicable law or is reasonably likely to have a negative commercial impact on QUICKAPP NINJA, its advertisers or business partners. Without limitation to the foregoing, QUICKAPP NINJA may, at its sole discretion, credit back to advertisers and/or offset against future payments to You any payments which it subsequently determines accrued as a result of such Fraudulent activity or illegal activity.

Taxes: Excluding any taxes on the income of a Party, any taxes, including but not limited to sales, GST, VAT, excise, service tax, or such other transaction taxes, applicable in connection with this Contract shall be payable by You. In case applicable laws require withholding of any amount on account of withholding taxes, QUICKAPP NINJA may withhold such amounts, unless You provides a certificate of exemption from such withholding taxes. Amounts payable to You shall not be grossed up on account of withholding taxes.

MARKETING

You grant to QUICKAPP NINJA any and all necessary rights and permissions to use Your mobile app trademarks, trade names, logos, copyrights and other intellectual property provided during the course of the Services (“Your IPRs”) for the purpose of fulfilling QUICKAPP NINJA’s obligations. QUICKAPP NINJA may mention Your name as a customer in its website, marketing, social media and sales materials without prior consent.

You acknowledge that QUICKAPP NINJA and/or any third parties instructed or engaged by QUICKAPP NINJA may in its sole discretion market, promote, reference, present and link (“Your IPRs”) to all potential customers and clients of QUICKAPP NINJA in connection with the provision of the Services and You grants QUICKAPP NINJA all necessary rights and permissions on a worldwide, perpetual, irrevocable royalty-free basis.

CONFIDENTIALITY

Each Party shall keep the other Party’s Confidential Information confidential.

Each Party agrees that it shall use the other’s Confidential Information solely for the purposes of performance of Services and will take all reasonable steps which shall include, at a minimum, the steps it takes to protect its own Confidential Information, but not less than the steps it takes to protect its own Confidential Information. Each Party agrees that it will restrict the disclosure of the Confidential Information to its employees, affiliates or agents on a need to know basis and who have agreed to confidentiality obligations no less restrictive than the terms of this Section 8.

The obligations of confidentiality in Condition 8.1 shall not prevent any disclosure of information which: (a) is in, or has become part of, the public domain other than by a breach of the Contract; (b) becomes available to the disclosing Party in a lawful manner from a third party; (c) can be proven was independently developed by or for the disclosing Party; (d) is required to be disclosed by law or because of a stock exchange requirement.

DATA PROTECTION & COOKIES

You acknowledge and agree that QUICKAPP NINJA may, as a result of You accessing the Services, process personal data (as such terms are defined in the Data Protection Legislation) on Your behalf.

The Parties each acknowledge that You shall be the data controller and QUICKAPP NINJA shall be the data processor (as such terms are defined in the Data Protection Legislation) in respect of all personal data processed by QUICKAPP NINJA on Your behalf.

You warrant and represent that any personal data supplied or disclosed to QUICKAPP NINJA under or in connection with the Contract shall be controlled, collected and transferred in accordance with the Data Protection Legislation and with all relevant requirements and guidance notes issued from time to time by any Regulator and in particular You warrant and represent that You have obtained (or will procure the obtaining of) any legally required consents to such control, collection and transfer and the processing of such personal data and/or any other tracking technology used by QUICKAPP NINJA in providing the Services and that You shall in all respects abide by the terms of all applicable data protection laws and regulations (including the Data Protection Legislation).

You shall be responsible for ensuring that access and use of the Your Network by the End Users are subject to and governed by a privacy policy appropriately displayed and communicated to the End Users by You in accordance with industry standard practices. Such privacy policy shall be in compliance with all applicable data protection and privacy legislations including but not limited to US Children’s Online Privacy Protection Act ("COPPA") and shall also mention use of third party service providers and use of cookies for the purposes of serving Advertisements.

INDEMNIFICATION

You will indemnify, defend and hold QUICKAPP NINJA, its parents, subsidiaries, affiliates, shareholders, licensors, customers, officers, and employees harmless, including costs, expenses and attorneys’ fees and other legal costs, from any and all losses, damages, penalties liability, claim or demand made by any third party due to or arising out of: (a) Your use of the Services or QUICKAPP NINJA Intellectual Property Rights; (b) any violation of this Contract by You including without limitation breach of representations and warranties and obligations related to confidentiality; (c) infringement by You of any third party Intellectual Property Rights or other right of any person or entity; (d) wilful misconduct or gross negligence of You; (e) fraudulent or unlawful act of You. (f) Your breach or alleged breach of any warranties or representations made under Section 9; (g) Any material displayed in Your Network which do not comply with all applicable laws, statutes and regulations; (f) Any material displayed in Your Network which contain content that is obscene, defamatory, libellous, or slanderous, or hate-related.

DISCLAIMER

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTIES, OR WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE ADVERTISEMENTS INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.