Last updated: 12 1, 2015
These terms of service (the “Agreement”) are a legal agreement between you and NDP Media Corporation, and its affiliates, including NDP Media, Inc. (“NDP Media” “us” “our” or “we”), the owner and operator of our website called “AppTrader” (the “Site”), the software we provide (the “Software”) and all related services (collectively, the “Service”). This Agreement applies to all users of the site (“Users”).
This agreement states the terms and conditions which govern your use of the Site and Service. Please read this Agreement carefully before accessing this Site and Service.
MODIFICATIONS AND CHANGES TO THE TERMS OF SERVICE
We reserve the right at any time and without prior notice to:
Change or discontinue the Site or Service, including by eliminating, modifying or discontinuing any content on or feature of the Site or Service, restricting the hours of its availability or limiting the amount of use permitted; or
Change any fees or charges for use of the Site or Service, including instituting new or increased fees or charges for the use of the Site or Service or any feature thereof.
We also can change, update, or add or remove provisions of this Agreement at any time by having you agree to a new version of this Agreement or, if you are not a registered user, by posting the updated agreement on this Site and by providing you notice. We will notify you of changes to this Agreement by changing the “Last Updated” date above, and, if we deem it necessary or appropriate, by providing notice by any other means, including posting a notice that this Agreement has changed on the Site or Service, or sending an email to your last email address of record if you have provided your email address to us. Your assent to the revised agreement or continued use of the Site or Service after such notice constitutes your acceptance of such changes. If you do not agree to such changes, you may not use the Site or Service.
The Site and our Services is only available to parties that lawfully can enter into and form contracts under applicable law. Our Services are limited to only Japan, the United States and other countries where permitted by law. The Services may not be available in all areas. The Services and availability of the Services are subject to change without notice.
NOT FOR MINORS
Our Services are not available to persons under the age of majority pursuant to the laws to the person’s residence for any reason.
You may access some areas of the Site without registering your detail profile with the Site or the Service. To access certain areas of the Site, and to use the Service, you must register with us through the method designated by us, as a seller, buyer or both seller and buyer. Each registration is for a single user only. You may not share your user name and password with any other person(s).
You are entirely responsible for all activities that occur under your account(s) and for maintaining the confidentiality of your username(s), password(s), and your account(s). You hereby agree to promptly notify us via email of any unauthorized use of your username, password, other account information, or any other breach of security that you become aware of involving or relating to the Site or Service. In addition, you agree to take adequate measures to safeguard your information and account, including exiting from your account at the end of each session. We are not liable for any loss that you may incur as a result of any unauthorized use of your account and password.
You understand and hereby acknowledge that you have no ownership rights in your account, and that if you cancel your account or your account is terminated by us in accordance with this Agreement, we reserve the right to refuse access to the Site or to delete and remove all of your account information from the Site and from the Service for any reason whatsoever, including but not limited to any application data stored on our servers, including cloud servers. Information may continue to be stored on our servers or retained by third parties as cached copies for the convenience of those entities, but will not be accessible to you after termination of your account.
You hereby agree to provide and maintain true, accurate, current, and complete information about you and your company, where applicable, as prompted by our registration processes or as required for the use of the Site or Service, or any portion thereof. You hereby acknowledge that, if you provide any information that does not satisfy this provision, or we have reasonable grounds to suspect as such, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site or Service.
OWNERSHIP OF THE SITE
The term “Site Information” means all information, text, pictures, sound, graphics, scripts, photos, software, designs, video, data, sounds, music, interactive features, content and the like that is displayed on the Site or Service and any and all other proprietary rights contained therein, including, without limitation, the trademarks, service marks, logos, patent rights, design rights, copy rights, other proprietary material, marks or rights, know-how, concept, methods, techniques, ideas and all other intellectual property rights and rights of a similar character whether registered or capable of registration. Site Information does not include the content generated by the User or the application posted on the Site for sale by the User (the “User Generated Content”).
Any Site Information created using the Site or Service, including but not limited to, all copyrights in reviews, rankings, ratings, charts, blogs, forums, community pages, newsletters, broadcasts, XML and RSS, shall be owned by us and licensed to Users pursuant to the terms herein.
You hereby expressly acknowledge that we or our licensors own all legal right, title and interest in the Site Information. We reserve all rights not expressly granted in and to the Site, Service and Site Information.
USER GENERATED CONTENT
Any rights not expressly granted in these terms are reserved.
You shall also be solely responsible for any User Generated Content you submit (including applications posted on the Site for sale) and the consequences of posting or publishing such. With respect to any User Generated Content you submit, you agree you will not:
Submit any content that is copyrighted, protected by trade secret or otherwise subject to any third party intellectual property rights or proprietary rights, including any privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner of such rights to post such content and to grant us all of the license rights and other rights granted herein;
Upload, post, e-mail or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
Use the Site or Service to harm minors in any way;
Impersonate any person or entity, including but not limited to, a representative of us, or falsely state or otherwise misrepresent your affiliation with a person or entity;
Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted to or through the Site or Service;
Upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any other form of solicitation;
Upload, post, e-mail or otherwise transmit any content that contains computer viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; or
Collect or store personal data about other Users, other Users or users who use applications hosted on our servers (the “End Users”).
While we are not obligated to do so, we reserve the right to refuse, remove or delete any User Generated Content from the Site or Service that we reasonably consider to violate this Agreement or to otherwise be illegal or objectionable. Further, if we deem appropriate in our sole discretion, we reserve the right to preserve a record of any User Generated Content that we reasonably believe may to be illegally posted or to otherwise violate the law or the rights of a third party, and to turn all or a portion thereof over to law enforcement officials.
You hereby acknowledge and agree that we have the right, but not the obligation, to monitor the Site or Service, the Site Information and any User Generated Content that you or any third party transmit or post, to alter or remove any such materials, and to disclose such materials and the circumstances surrounding their transmission to any third party in order to operate the Site or Service properly, to protect ourselves, our sponsors, other Users, and End Users, and to comply with legal obligations or governmental requests. We also reserve the right to, without advance notice, suspend, block or deny any User access to the Site, Service or Site Information when in our sole discretion we believe the User has violated any of the terms of this Agreement.
You are fully responsible for any User Generated Content you post on the Site or provided from a third party, including, without limitation, to download data for any referenced applications and for the consequences that result from any such User Generated Content. You acknowledge and agree that any uploading or posting of any User Generated Content will be at your sole risk and that NDP Media shall not be responsible to you in any way.
You agree that by posting User Generated Content (except for applications posted for sale) on the Site, you represent and warrant that you have the rights and you automatically grant us the rights a) to grant us an irrevocable, perpetual, nonexclusive, royalty-free, worldwide license to use, copy, perform, display and distribute said User Generated Content, b) to prepare derivative works of, or incorporate into other works, said User Generated Content and make uses under an equivalent license, and c) to grant and authorize sublicenses through multiple tiers of the foregoing.
CODE OF CONDUCT; IMPROPER USE OF SITE OR SERVICE
While using the Site or Service (including in connection with any User Generated Content), you will not, and will not induce any third party to:
Use the Site, Service or any of the Site Information in a way that is unlawful, harms us, any other User or End User, or otherwise violates the rights of any party;
Use the Site, Service or any of the Site Information in a way that could overburden, or impair the Site or Service (or the networks or systems connected to such);
Attempt to disable or circumvent any security mechanisms used by the Site, Service or Site Information, or otherwise attempt to gain unauthorized access to any portion or feature of the Site, Service or Site Information or any other systems or networks connected to the Site or Service, or to any server of us or our third party service providers, by hacking, password “mining”, or any other illegal means;
Use any “deep-link”, “page-scrape”, “robot”, “spider”, or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Site, Service or Site Information;
Use any device, software, instrumentality or routine to interrupt or interfere with, or attempt to interrupt or interfere with, the proper operation and working of the Site or Service, or with any other person’s use of the Site or Service;
Breach any security measures implemented on the Site or Service or in the Site Information;
Track or seek to trace any information on any other person who visits the Site or uses the Service;
Use the Site, Service or Site Information for, or in connection with, any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by this Agreement or applicable laws, rules or regulations, including, without limitation, laws applicable to the export of software and data;
Copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of any proprietary software used to provide, maintain, or otherwise applicable to, the Site, Service or Site Information, or otherwise made available to you in connection with the Site, Service or Site Information; or
Use the Site, Service or Site Information in any manner that otherwise violates this Agreement.
Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
Alter the opinions or comments posted by others on the Site.
Post anything contrary to our public image, goodwill or reputation.
This list of prohibitions provides examples and is not complete or exclusive. Company reserves the right to (a) terminate access to your account, your ability to post to this Site (or use the Services) and (b) refuse, delete or remove any applications, with or without cause and with or without notice, for any reason or no reason, or for any action that we determine is inappropriate or disruptive to the Site or to any other User of the Site and/or Services. We may report to law enforcement authorities any actions that may be illegal, and any reports we receive of such conduct. When legally required or at our discretion, we will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.
If any User is found to be violating any of the above restrictions or otherwise harming other Users or the Site or Service, such User’s account may be deleted immediately without notice and such User may be liable for any damages and costs incurred by us or for which we are held responsible.
INTELLECTUAL PROPERTY RIGHTS
We respect the intellectual property of others, and we ask you and all Users to do the same. It is our policy, in appropriate circumstances and at our discretion, to disable and/or terminate the accounts of Users who infringe the copyrights or other intellectual property rights of us or others.
If you are a copyright owner or an agent thereof and believe any Site Information or User Generated Content infringes upon your copyrights, you may submit a notification of claimed infringement by providing notice to our Designated Copyright Agent (“Designated Copyright Agent”) containing the following information:
NDP Media Copyright Agent
Your name, address, telephone number and email address;
A physical or electronic signature of a person authorized to act on behalf of the owner of a copyright that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;
A statement that you have a good faith belief that use of the material that is claimed to be infringing or to be the subject of infringing activity is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Our Designated Copyright Agent to receive notifications of claimed infringement is:
1900 S Norfolk Street, Suite 350
San Mateo, CA 94403
Please also note that for copyright infringements under Section 512(f) of the US Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Submitting a DMCA Counter-Notification
We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to our Designated Copyright Agent that includes all of the following information:
Your physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Company may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
Termination of Repeat Infringers
We reserve the right, in our sole discretion, to terminate the account or access of any user of our Site and/or Service who is the subject or repeated DMCA or other infringement notifications.
APPLICATIONS POSTED FOR SALE
Users who visit the Site (whether or not such Users are registered) can view applications posted to the Site, but only Users who are registered as a seller or buyer can purchase or sell applications or both buy and sell, depending on the type of the registration and design of the Site (which we may change in our sole discretion from time to time).
When a User who is registered as either a seller or both a seller and buyer (collectively, “seller”) posts an application for sale, the seller must agree to the terms and conditions of transaction of such application in a form of Application Purchase and Sale Agreement, pay the fee to post an application for sale to NDP Media, register a certain information on the application on the Site.
The seller, who posts an application for sale, must obtain an account for using PayPal (a global online payment system) in advance.
Applications posted for sale will be posted for a certain period determined by NDP Media. Posting period may be changed by NDP Media’s discretion.
You agree that by posting an application for sale on the Site, you represent and warrant that a) you are the owner or an authorized agent of the owner of the application, b) you have all requisite right, power and authority to effectively transfer the application (including, without limitation, the source code and software of the application, contracts with end users, personal information of end users) and related accounts in the application marketplaces (including account ID and password), trademarks or trade names, copyrights, domains, contracts with end users and others, information and documentation, in each case solely as related to the application (including any related sales, rating and review data) to a third party, c) the application is your original work of authorship and neither violates any applicable laws and regulations (including laws regarding privacy and publicity and civil and/or criminal statutes) nor infringes, misappropriates or violates any copyrights, patents, trademarks, patent, designs, trade secrets or other intellectual property or proprietary rights of a third party, including any rights of privacy or publicity d) there are no claims, pending or threatened, with respect to your rights in the application and accounts and Seller is not aware of any facts or circumstances which, if true, may be expected to lead to claims of infringement or misappropriation, e) the execution and delivery of this Agreement will transfer to and vest in buyer good, valid and marketable title to the application, f) the application is free and clear of any liens, encumbrances, pledges, security interests, restrictions, rights or any other rights or interest of any third party, g) you have maintained the application’s source code in confidence, h) other than employees and contractors who accessed and used the source code under confidentiality terms in the course of the development of the application for you, you have not made the source code available or otherwise provided it to any third party (including, without limitation, any escrow provider), i) the source code is fully commented, readable and useable in its current form, and no portion thereof is encrypted, j) The documentation is and will be sufficient to enable a third party programmer skilled in the art to be able to modify, maintain or enhance the source code without further assistance from you or reference to other items or materials, k) the source code and application was created solely by you or by your independent contractors who have signed a written agreement transferring all rights, including all intellectual property rights, in the independent contractor’s contribution to you and waived in writing any moral rights that the contractor may have, l) the application does not contain and is not subject to any open source, “free software,” “copyleft” or similar license agreement, m) no license keys, passwords or other similar codes are required to make full use of the application or its source code, n) neither the application nor its source code are in the public domain and o) neither the application nor its source code will contain, at the time of delivery, any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device” or other computer software routines or hardware components designed to (i) permit unauthorized access to, or use of, the source code or application or computer systems or device on which the source code or application is loaded, (ii) disable, damage or erase any software or data or (iii) perform any other similar actions that would preclude full use of the source code and application by the buyer or any end users.
Notwithstanding the foregoing, if you wish to post an application which may require a third party’s approval or consent, or notice to a third party for transfer of the application, you must indicate true, accurate, valid, current and complete information on the requirement, terms and conditions for transfer and use, and contact of such third party. If any User purchases such application from the seller, the seller and the buyer are fully responsible for obtaining necessary approval or consent from the third party or giving notice to the third party. Any failure to obtain such approval or consent or to give notice is at the risk of the seller and/or the buyer.
We do not warrant any application or any information posted on the Site. Information pertaining to any application should not be taken as a recommendation, and we are not responsible for such information or for editing any factual errors or making any type of corrections to such information. Your action based on information on the Site is done at your own risk. NDP Media does not approve or certify any application posted on the Site or the accuracy of the information of the application, unless otherwise expressly indicated by NDP Media. Even if we provide any opinion or evaluation of any application posted on the Site, such opinion or evaluation is based on information provided by the owner or agent of the owner of the application posting it for sale on the Site and/or information obtained by us from application market places (such as those created and maintained by Apple, Inc. and Google, Inc.), and we do not represent or warrant the accuracy of any of such information.
We are not, and will not be considered as, a seller of any application posted on the Site in any way. We will not make any representations and warranties of any kind, whether expressed or implied, regarding any application including, without limitation, non-existence of defects and non-infringement of any intellectual property rights, privacy or publicity of any third party. Your purchase of an application through the Site or Service is done at your own risk.
SELLING AND BUYING APPLICATIONS
When a seller posts an application for sale (the “Positing”), the seller must pay the fee to post an application for sale (the “Posting Fee”) to NDP Media through payment method as may be approved or required by NDP Media in its sole discretion. The Posting Fee may be changed from time to time in NDP Media’s sole discretion.
When a User who is registered as either buyer or both a seller and buyer (collectively, “buyer”) is interested in buying an application posted for sale on the Site, such buyer can make an offer to buy the application through the Site or Service. When a buyer makes an offer to buy an application, the buyer must agree to the terms and conditions of transaction of such application in a form of Application Purchase and Sale Agreement and also any possible revisions thereof until the acceptance of the offer. The buyer cannot withdraw the offer once such offer is accepted by the seller. You make an offer to buy an application and enter into a transaction of the application at your own risk.
A seller can accept an offer of a buyer. When a seller wishes to accept an offer made by a buyer, the seller must agree to the terms and conditions of transaction of such application in a form of Application Purchase and Sale Agreement once again. The transaction of the application will be done under the terms and conditions provided in the Application Purchase and Sale Agreement effective as of the date of the acceptance of the offer by the seller. The transaction for the sale and purchase of the application shall be formed and considered made upon the acceptance of the offer by seller. A seller cannot withdraw the acceptance once accepted or accept another buyer’s offer for the application. You accept the offer and enter into a transaction of the application at your own risk.
The amount of the price of the application described in the offer accepted by seller shall be the purchase price of the application (the “Purchase Price”). The date of the Transaction and other dates hereunder are based on Tokyo time (GMT+9).
When a transaction of an application is made between a seller and a buyer, the seller and the buyer shall pay a certain amount of fees to NDP Media, respectively.
When the transaction is made, the buyer shall be obliged to pay to NDP Media a service fee equal to fifteen percent (15%) of the Purchase Price (the “Buyer’s Service Fee”) through payment method as may be approved or required by NDP Media in its sole discretion, and the seller shall be obliged to pay to NDP Media a service fee equal to fifteen percent (15%) of the Purchase Price (the “Seller’s Service Fee”).
Unless otherwise designated by NDP Media, the Buyer’s Service Fee shall be paid by the buyer to NDP Media when the buyer pays the Purchase Price for the application. For the avoidance of doubt, the buyer shall pay the full amount of the Purchase Price and the Buyer’s Service Fee (which in total is one hundred fifteen percent (115%) of the Purchase Price. The Seller’s Service Fee shall be paid by the seller to NDP Media when NDP Media deducts the amount of the Seller’s Service Fee from the amount of Purchase Price to be paid by the buyer to the seller.
Once received by NDP Media, the fees (including the Posting Fee, the Seller’s and Buyer’s Service Fees) will not be returned for any reason other than as expressly set forth in this Agreement or in the purchase and sale agreement.
The fees may be changed from time to time by NDP Media’s discretion.
All payments shall be made in United States dollars or any other currency designated by NDP Media. The seller and buyer are responsible for all taxes and fees in connection with the payment of the fees.
LIMITATIONS ON THE SERVICES
NDP Media only provides opportunities and conveniences for possible or actual transactions of applications posted on the Site and some information on applications through the Site, as the Service. You enter into any transaction of an application at your own risk.
The Services are only available for lawful transactions and transactions not otherwise prohibited by this Agreement. Money to be used for the payment of Purchase Price to sellers and the fees to NDP Media are limited to currency designated by us upon our discretion. We do not handle currency conversions. Other limitations on the Services may apply to each transaction and can be found on the Site. Only registered users may use the Services. Applicable laws and regulations may further limit the Services.
ANTI-MONEY LAUNDERING POLICY
It is our policy to discourage money laundering and any activity that facilitates money laundering or the funding of terrorist or criminal activities (collectively “Money Laundering”) by complying with all applicable requirements under the law. You hereby warrant that you are not involved in Money Laundering, and you agree to fully indemnify us for any damages incurred, including but not limited to, attorneys’ fees, for such investigations if you are found to violate laws relevant thereto.
You must not use the Site or the Services for the purpose of conducting any illegal transaction. We reserve the right to refuse to complete any transaction we consider as inappropriate (e.g. a transaction unauthorized or made by someone other than you, may violate any law, rule or regulation). You hereby warrant that you are not involved in such transactions and agree to indemnify and hold us harmless for any liabilities, damages, expenses and costs incurred, including but not limited to, attorneys’ fees, if you are found to violate laws relevant thereto.
PAYMENT AND RECEIPT OF PURCHASE PRICE
If you are the seller of the application, you hereby grant NDP Media a power and authority to receive Purchase Price of the application from the buyer on your behalf, and when NDP Media receives the Purchase Price from the buyer, it is deemed to be paid by the buyer to you as the seller. You acknowledge and agree that NDP Media is not and does not act as an escrow agent. You further acknowledge and agree that NDP Media does not receive and transfer funds as a financial institution. NDP Media receives Purchase Price of an application from a specific buyer as an agent for a specific seller, and transmits the Purchase Price to you, as the seller, after deducting the fees to be paid by you, as the seller, to NDP Media, within a certain period determined by NDP Media. NDP Media does not receive or collect funds apart from individual transaction of applications, except for the fees to be paid by the seller or the buyer to NDP Media. NDP Media does not intend to gain interests by receiving funds from a buyer and transferring it to a seller. NDP Media reserves the right to deduct the fees to be paid to NDP Media and other claims of NDP Media against the seller and/or the buyer from the Purchase Price received by NDP Media for the relevant transaction of the application regardless of the due dates, to the maximum extent permitted by applicable laws.
We are not responsible for any delays in delivery or payments for transactions due to postal time, banking service time, errors in transmission or information provided to us by Users. Because the use of a PayPal account, bank account, credit card or debit card account or the making of a wire transfer or an electronic fund transfer may be limited by your agreement with your financial institution and/or by applicable laws, we are not liable to any User if we do not complete a transaction as a result of any such limit of if a financial institution fails to honor any credit or debit to or from an account.
Some transactions may not be possible or may be restricted due to the limitation for payments of a financial institution or any applicable laws, such as the upper limit of the amount that can be remitted at one time.
TRANSACTION OF APPLICATION
The sale and purchase of the application using the Service will be made by and between the seller and the buyer and not with NDP Media. The terms and conditions of the sale and purchase of the application will be as those set forth in the form of Application Purchase and Sale Agreement effective as of the date of the transaction, which is provided by NDP Media and amended from time to time by NDP Media upon our discretion for the sole purpose of facilitating the purchase and sale transactions involving applications. NDP Media DOES NOT MAKE ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND IN CONNECTION WITH THE SITE AND SERVICE, AND DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR TITLE, MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, CORRECTNESS AND LEGALITY THEREOF). The seller and buyer entering into the transaction of the application each represents and warrants that such party has read and fully understands the terms and conditions of the agreements applicable to the transaction, has had an opportunity to have such terms and conditions reviewed by his own legal counsel, and has executed the sale and purchase agreement based on such party’s own judgment and advice of such legal counsel, if sought.
Users agrees to pay certain fees for the Services, including, without limitation, the Posting Fee, the Seller’s Service Fees and the Buyer’s Service Fees, as well as any other fees, including, but not limited to, third party service fees (e.g. Paypal fees, banking fees, credit card fees, etc.). Our fees may change from time to time in our absolute and sole discretion. We are not responsible for payment of any sales, use, personal property or other governmental tax or levy imposed by or otherwise arising from using our Services.
SELLERS’ PAYMENT TERMS
The applicable Application Purchase and Sale Agreement for each transaction governs sales and shall stipulate the fees and payment terms associated with your transaction. The fees are in the currency designated us upon our discretion. The payment terms are likely to vary from transaction to transaction. You should check the fees and terms each time you engage in and finalize a transaction. The Seller’s Service Fees are payable by deducting the same amount from the moneys received from buyer.
BUYERS’ PAYMENT TERMS
The applicable Application Purchase and Sale Agreement for each transaction governs sales and shall stipulate the fees and payment terms associated with your transaction. The fees are in the currency designated by us upon our discretion. The payment terms are likely to vary from transaction to transaction. You should check the fees and terms each time you engage in and finalize a transaction. When a sale is completed, you understand that the total Purchase Price and the fees to us is due immediately and is to be paid via an authorized PayPal account, credit card, or another form of payment when we have given our express written consent. By purchasing an application on the Site, you authorize us to charge you for amounts due for the total Purchase Price and the fees to us and to otherwise assist us in making the financial transactions necessary to complete payment.
RETURN OF PURCHASE PRICE
We may return the Purchase Price (excluding our fees) to the requesting party only in the following cases;
RETURN OF THE APPLICATION
The Application Sales and Purchase Agreement is terminated pursuant to the terms and conditions thereof,
Seller agrees to release the Purchase Price back to the requesting party,
Seller fails to respond within the allotted time period, or
We are directed by an order or judgment from binding arbitration or from a court of competent jurisdiction to return the Purchase Price to the requesting party.
We may return the application to the requesting party only in the following cases;
FAILURE TO RESPOND
The Application Sales and Purchase Agreement is terminated pursuant to the terms and conditions thereof,
Buyer agrees to return the application back to the requesting party,
Buyer fails to respond within the allotted time period, or
We are directed by an order or judgment from binding arbitration or from a court of competent jurisdiction to return the application to the requesting party.
If a potential/actual seller or a potential/actual buyer did not respond within the allotted time period, the transaction will automatically be deemed to be cancelled unless otherwise designated by us. When the transaction is cancelled due to the failure to respond by a seller or buyer, such seller and buyer have no rights to request completion of the transaction and we will not return the fees received by us for any reason. We may suspend, cancel or terminate the account of seller or buyer who failed to respond under this Agreement and/or Purchase and Sale Agreement without a reason.
DIRECT CONTACT BETWEEN USERS
If users contact other users, they do so at their risk. We are not responsible for the content of correspondence sent to you by our users or from a third party regardless of whether or not such correspondence or contact was made through the Site or Service.
If you use other Users’ contact information available through the Site, you agree that you will not contact other Users regarding any purchase or sale of the application posted on the Site outside of the Service or the Site. Any sale and purchase of the application posted on the Site made between Users within the time period designated by us will be deemed to have used the Site and/or Services and will be subject to the payment of the fees to us, regardless of whether the completion of the transaction was made through the Site or Service.
You may not assign or transfer your rights under this Agreement to any other person or entity. You must not transfer your right to use the Site or Services to any other person or entity without our prior written consent. We may assign this Agreement upon notice to you. Any assignment or transfer or any attempt of assignment or transfer in violation of this provision shall be null and void.
While we try to keep the Site and Service available for use at all times, we do not guarantee that the Site or Service will operate or be available in an uninterrupted manner or all the time or any particular time. We shall not be liable if for any reason the Site or Service is unavailable at any time or for any period.
Access to the Site or Service may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our control.
You may report Site problems and errors by email to email@example.com
LINKS TO THIRD-PARTY SITES
Links to third party sites on the Site or Service are provided solely for your convenience. If you use these links, you leave the Site or Service and may be subject to the terms and conditions of the third party sites. We have not reviewed these third party sites and do not control and are not responsible for these sites or their content or availability. We therefore do not endorse or make any representations about, any material or content found within or any results that may be obtained by using, them. If you decide to access any of the third party sites linked to the Site or Service, you do so entirely at your own risk.
COMPLIANCE WITH LAW
You shall obey all laws, regulations and rules that apply to your activities when you use the Site or Service. We reserve the right to terminate your account and to prevent your use of the Site or Service if your account is used to engage in illegal activity or to violate this Agreement.
We shall fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone who uses the Site or Service in violation of any applicable laws or this Agreement.
You shall not violate or attempt to violate the security of the Site or Service. Violations of system or network security may result in civil or criminal liability. We reserve the right to investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities investigating or prosecuting Users who have participated in such violations.
Your use of the Site and Service is at your sole risk. All Site Information is provided on an “as is” and “as available” basis, without warranties of any kind, express, statutory, implied or otherwise, of any kind. Your use of the Site, the Service and the Site Information is entirely at your own discretion and risk, and you assume total responsibility for your use of the Site, the Service and the Site Information.
WE, ON BEHALF OF OURSELVES AND OUR PARENT, SUBSIDIARIES, AFFILIATES, LICENSORS, DISTRIBUTORS, AGENTS, REPRESENTATIVES, AND THIRD-PARTY SERVICES PROVIDERS, INCLUDING ANY RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS AND SUPPLIERS THEREOF, AND ANY OF THE FOREGOING ENTITIES' RESPECTIVE OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, PARTNERS, CONTRACTORS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “NDP Media PARTIES”): (A) EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATION CONTENT, OR SYSTEM INTEGRATION. We do not warrant that the Site will be available or operate in an uninterrupted, error-free or completely secure manner or that errors or defects will be corrected; (b) do not represent or warrant that the Site, Service, or any contents therein, will be available or operate in an uninterrupted, timely, error-free or completely secure manner, or that errors or defects will be corrected; (c) do not represent or warrant that the Site, Service or any contents thereof will meet your requirements; and (d) do not make any representations, warranties, or conditions regarding the use or the results of the use of the Site, Service or any content therein, in terms of their accuracy, reliability, timeliness, completeness, or otherwise.
In no event will we be liable for any act or omission of any third party, including, but not limited to, your financial institution, any payment system, any third party service provider, any provider of telecommunications services, internet access or computer equipment or software, any mail or delivery service, any payment or clearing house system, or for any circumstances beyond our control (including but not limited to, fire, flood, earth quake or other natural disaster, war, riot, strike, act of civil or military authority, equipment failure, computer virus, infiltration or hacking by a third party, or failure or interruption of electrical, telecommunications or other utility services.)
Some jurisdictions may not allow the exclusion or limitation of implied warranties or conditions, or allow limitations on how long an implied warranty lasts, so the above limitations or exclusions may not apply to you. In such event, our warranties and conditions with respect to the Site and Service will be limited to the greatest extent permitted by applicable law in such jurisdiction.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES WILL THE NDP Media PARTIES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SITE OR ANY CONTENT OR SERVICES THEREIN, EVEN IF A NDP Media PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NDP Media’s total cumulative liability shall in no event exceed the greater of: (a) the amount you paid us for your use of the Site, Service and any content therein; or (b) the sum of one hundred dollars (USD $100).
Some jurisdictions may not allow the exclusion or limitation of incidental, special, consequential, or other damages, so the above limitations or exclusions may not apply to you. In such event, our liability for such damages with respect to the Site and Service will be limited to the greatest extent permitted by applicable law in such jurisdiction.
You agree to indemnify, defend and hold harmless, us, our affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers to the Site or Service from and against any and all claims or liability, including costs and attorneys fees, arising from or in connection with your violation of this Agreement and your use of the Site or Service. We reserve the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses.
You agree to pay all costs and expenses including attorneys fees that we may incur in order to collect any amounts you owe under this Agreement.
You agree that we, in our sole discretion, may terminate your use of the Site or Service, suspend or terminate your account, and remove and discard your content, for any reason, if we believe that you have or may have violated or acted inconsistently with the letter and spirit of this Agreement. We may also in our sole discretion and at any time discontinue providing the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site or Service, under any provision of this Agreement, may be effected without prior notice to you, and acknowledge and agree that we may bar any further access to the Site or Service. Further, you agree that we shall not be liable to you or any third-party for any termination of access to the Site or Service.
You shall remain liable for all transactions you initiate through the Site or Service prior to discontinuance or termination thereof, and for performance of your obligations including but not limited to the payment of all amounts you owe prior to discontinuance or termination of the Site or Service.
LIMITED TIME TO BRING CLAIM
Where permitted by law, you and we agree that any cause of action arising out of or related to the Site, Service or any Site Information must be commenced within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
ENTIRE AGREEMENT, SEVERABILITY, WAIVER, AND INDEPENDENT CONTRACTOR.
This Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements and understandings between you and us regarding the subject matter contained herein, whether written or oral. If any provision of this Agreement is found invalid or unenforceable, that provision shall be enforced to the maximum extent possible, and the other provisions contained herein will remain in full force and effect. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights. Nothing in this Agreement shall be construed as creating or constituting a partnership, joint venture, agency or other like relationship between you and us or any of the NDP Media Parties.
The failure of us to insist upon performance of any of the terms and conditions of this Agreement, or the waiver of any breach of, or the decision to not exercise any of its rights under, any of the terms or conditions of this Agreement, shall not be construed as thereafter waiving any such terms and conditions, or any other terms and conditions of this Agreement. Any waiver must be in writing and signed by us.
This Agreement and all claims or issues regarding the Site or Service shall be governed according to the laws of the State of California in the US if you are a US citizen or a US entity, otherwise according to the laws of Japan, except for the conflict or choice-of-law principles thereof.
Any disputes that may arise concerning the formation, interpretation or performance of this Agreement shall be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce in force on the date, in the State of California in the US if you are a US citizen or a US entity, otherwise in Tokyo, Japan.
If the above arbitration clause is not enforceable, except in those cases where contractual attribution of jurisdiction is not enforceable on the User as a consumer, any disputes that may arise concerning the formation, interpretation or performance of this Agreement, shall be brought in the courts of the State of California in the US if you are a US citizen or a US entity, otherwise in the courts of Tokyo, Japan.
Any questions or comments about the Site or Service should be directed to us at firstname.lastname@example.org