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Page 1: DealPly_125books-April2014

Distribution Form

DealPlyLtd. ("DealPly") and you (together, the “Parties”) agree to collaborate in order to distribute [DealPly's Software] (the "Software"), through your designated distribution platforms as listed below (the "Designated Distribution Platforms"), to your end users, subject to the terms of this form and the attached Terms and Conditions.

CONTACT INFORMATION DealPly Ltd.'s InformationContact Name: Abid Ali Inbal DovratContact Phone:+92302 7969908 +972-52-3350778Contact Email:[email protected] [email protected]

CONTACT INFORMATION Your Information Billing InformationCompany Name: 125books Company name 125booksSales Contact: :+92302 7969908 Bank Name Bank of AmericaEmail: [email protected] Bank Address USAAddress: Cyprus Address:City: Lahore Swift code: 061000052State: Cyprus Transit #Zip: 54500 Account # 00003504292833453Country PayPal email address: [email protected] Number: Swift code:Fax Number: Transit #

Payment Method: Net 45[against a validly issued invoice].

Effective date: April15th, 2014

Designated Distribution Platforms: __________________________ [please list the websites/toolbars or other products or media intended to be used as distribution platforms for DealPly's Software under this Collaboration Program]

Revenues: You shall be entitled to receive the following % from any Net Revenues (as defined below) actually received by DealPly due to the use of the Software by your Qualified End Users (as defined below):

Number of Installs Per Day % of Net RevenuesUp to 20,000 17,000 60%20,000 to 50,000 65%More than 50,000 70%

“Net Revenues” shall mean amounts actually received by DealPly from the use of the Software by your Qualified End Users (as defined below), less any applicable (i) credits or refunds; or (ii) commissions, royalty and other fees payable to third parties; (iii) amounts related to technical services and support; and (iv) amounts payable in respect of duties or taxes; provided that, DealPly shall be entitled to deduct any amounts reasonably determined by DealPly as amounts generated from or related to fraudulent activity.

“Qualified End Users”shall mean active daily users introduced to the Software through your Designated Distribution Platforms, provided that the Software was not previously installed by them.

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This Distribution Form is subject to DealPly's Terms and Conditions attached hereto. Your signature below acknowledges your acceptance of the terms of this Distribution Form and the attachedTerms and Conditions.

Publisher DealPlyBy:__Abid Ali___________________________Title:____125books______________________Date:____17 Apr 2014__________________

By:____________________________________Title:__________________________________Date:__________________________________

Terms and Conditions of the Distribution Form

These Terms and Conditions together with the attached Distribution Form, shall constitute a binding agreement between DealPly Ltd., of 63 Rothschild Blvd, Tel Aviv, Israel("DealPly") and you(together – the "Agreement"). You shall be referred to hereinafter as the "Publisher". Unless expressly provided otherwise, all capitalized terms shall have the meanings assigned to them in the Distribution Form.

1. Term. This Agreement shall commence upon the Effective Date and shall remain in effect until terminated pursuant to these Terms and Conditions (the "Term").

2. Appointment, License. Subject to the terms of the Agreement, DealPly hereby grants Publisher, and Publisher hereby accepts a non-exclusive, non-transferable and non-sub licensable license to distribute the Software through theDesignated Distribution Platforms during the Term.

3. Restrictions. Unless expressly permitted in this Agreement, Publishermay not (i) separate any component part of the Software, or separately use any component part thereof, decompile, disassemble, reverse compile, reverse engineer, create derivative works of or reproduce the Software or any parts thereof; (ii) remove or destroy any proprietary marking or legends placed upon or contained within the Software; (iii) develop methods to enable unauthorized use of the Software; (iv) attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Software by any means whatsoever. DealPlyreserves any and all rights not expressly granted to Publisherby this Agreement.

4. Ownership. DealPly's logo, commercial names and trademarks, the Software, Confidential Information (as defined below) and other materials of DealPly are all owned by DealPly as trade secrets or proprietary materials or information. The Software is licensed, not sold, to Publisher by DealPly. The Software, all copies and derivative works thereof (by whomever created, including those changes made at the suggestion of Publisher or its users), the associated goodwill, copyrights and know-how and any intellectual property rights thereof, as well as all information generated by the use of the Software by Publisher and/or its users, are and shall remain owned solely by DealPly. Except for the license expressly granted under this Agreement, no other license, right, or interest in any trademark, copyright, know-how, patent, service mark or other intellectual property right in the Software or any part or derivative work thereof, or any other intellectual property of DealPly, is granted or conveyed to Publisher.

5. Representations and Warranties. The Publisher represents and warrant that:(i)it has the right to enter into this Agreement, to perform its undertakings hereunder and to use and distribute all content, copyrighted material, products, and services displayed on his Designated Distribution Platforms; and (ii) the Designated Distribution Platforms and their content, are compliant with all applicable laws, do not and will not violate or infringe any intellectual propertyrights or copyrights or privacyrights, or contractual rights of any third party and do not contain or promote any viruses, worms, trojan horses, software pirating (e.g. Warez), spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic, hacking or phreaking or any other destructive properties, nor do theDesignated Distribution Platforms and their content contain, now or during the Term,any offensive, objectionable or inappropriate materials (including without limitation any expression of obscenity, racism, sexual or pornographic, which mocks or attacks individuals on the basis of age, color, race, place of origin, religion, gender, sexual orientation or disability, and/or promotes or encourages illegal activities); (iii) it acknowledges that any use of the Software is subject to DealPly's Terms of Use http://www.dealply.com/terms

6. Minimum payment amounts.If the balance of the Revenues is less than 100 USD, DealPly will add the amount to the next payment. Publisher responsible to supply valid payment details, if details are wrong or if the publisher change its payment details, it is the publisher responsibility to notify by mail 5 days before Payment due date. Publisher will bear payments fees if require.

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7. Tax. All payments to Publisher under this Agreement shall be subject to deduction of any withholding tax and other mandatory charges and amounts applicable to Publisher, as may be prescribed by law, which taxes, charges and amounts shall be in Publisher's sole responsibility.In the event DealPly is required to withhold any taxes at source in the name of Publisher, then at the election of DealPly, any amount so withheld shall be set off from any payment to Publisher or repaid by the Publisher to the DealPly.

8. Reports. DealPly shall provide the Publisher with online reports of the Gross Revenues generated during the proceeding on a daily basis.

9. Indemnification. Publisher agrees to indemnify, defend and hold DealPlyharmless and its directors, officers and employees from and against any and all claims, losses, liabilities, damages or expenses (including reasonable attorneys' fees and costs) of any nature whatsoever incurred or suffered (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of the alleged or actual breach of any representation,warranties or obligations of thePublisher under this Agreement. DealPlywill notify Publisher of any such claim.

10. Confidentiality. In the performance of this Agreement, DealPly may disclose (regardless of form or medium) confidential or proprietary information, including but not limited to information relating to its technology, intellectual property, business plans, products or finances, Reports under Section 8 hereof (“Confidential Information”). Publisher shall maintain the confidentiality of the Confidential Information, shall use it solely for the purposes expressly agreed to in thisAgreement, and shall not disclose such Confidential Information to any third party other than to its employees who have a need to know such information for the purposes hereof and who agree to be bound by the terms of this section.Publisher shall treat the Confidential Information with at least the same degree of care which it applies to its own confidential information, which shall be no less than reasonable care. All Confidential Information is and shall at all times remain the property of DealPly.Confidential Information shall not include information which is or becomes publicly available through no wrongful act of Publisher.

11. Disclaimer; Limitations of Liability. BOTH PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGMENT. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL DEALPLY BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SOFTWARE OR DEALPLY'S SITE, OPERATION OF A PROGRAM;DEALPLY DOES NOT WARRANT OR GUARANTEE THAT THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. THE SOFTWARE IS PROVIDED ON AN "AS-IS" AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. Neither Party will be liable to the other with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for any indirect, incidental, consequential or punitive damages or lost profitseven if it has been advised of the possibility of such damages. Except with respect to Section 3, 5 and10, the liability of each Party pursuant to this Agreement shall be limited to amounts paid by DealPly to Publisher under this Agreement during the preceding 24 months.

12. Termination. This Agreement may be terminated at anytime by either Party upon seven (7) business days' prior written notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party. Upon termination of this Agreement for any reason or no reason: (i) all rights and licenses granted under this Agreement to the Publisher will immediately terminate and Publisher shall immediately stop using or distributing the Software, (ii) DealPly shall pay the Publisher the Revenues due pursuant to the terms of this Agreement up until the time of Termination, within 2 days following Termination; and (iii) Publisher shall immediately, return or destroy, as instructed by DealPly, all Confidential Information.Sections 2 (“Restrictions”), 4 (“Ownership”), 9 ("Indemnification"), 10 (“Confidentiality”), 11 (“Disclaimer; Limitation of Liability”), and15(“Miscellaneous”) shall survive the expiration or termination of this Agreement for any reason whatsoever.

13. Relationship between the Parties. The relationship between the parties hereto is that of independent contractors. Nothing in this Agreement shall create or be deemed to create a joint venture, partnership, an employer and employee relationship between the parties, or an obligation to form any such relationship between the parties hereto. No Party may make any representation or warranty or incur any obligation or liability on behalf of the other Party. Each party shall remain responsible for its own actions and expenses.

14. Force Majeure.Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party.

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15. Miscellaneous. This Agreement (i) constitutes and contains the entire agreement of the parties respecting the subject matter hereof and supersede all understandings between them, (ii) may not be assigned by either party without the prior written consent of the other party, except to a successors of all or substantially all of such party's assets(iii) may only be amended by writing signed by both parties, (iv) shall be governed by the laws of Israel without giving effect to its conflict of law principles. No waiver by a party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement. If any term of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term and such invalid term shall be deemed to be severed from the Agreement.The parties consent to the exclusive jurisdiction and venue of Tel-Aviv courts for any lawsuit filed arising from or relating to this Agreement. All notices under this Agreement shall be in writing and shall be given in accordance with the details specified on page 1.