This Branded Mobile App License and Distribution Agreement (the “Agreement”) is a legal agreement between COMPANYNAME (“Customer”) and Tapcart Inc. (“Tapcart”) and sets forth terms and conditions specific to access and use of the Tapcart Properties that allow Customer to license and Tapcart to distribute a Customer-branded version of the Tapcart Application (the “Branded Mobile App“) for the Apple App Store.
Please read this Agreement carefully. You must indicate your consent to the terms and conditions of this Agreement by checking the required box when using the Tapcart Properties to request that Tapcart submit the Branded Mobile App to Apple for distribution. By doing so, you authorize Tapcart to use the Tapcart Properties to distribute the Branded Mobile App, and you agree to be bound by the terms of this Agreement. The person executing this Agreement on Customer’s behalf represents that he or she is authorized to bind Customer to this Agreement.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Customer and Tapcart hereby agree as follows:
- Ownership and Licenses
- Tapcart Properties.
- License Grant to Customer. Subject to the terms and conditions of this Agreement, Tapcart hereby grants Customer a limited, non-exclusive, non-transferable (except as permitted pursuant to the Terms) right, for so long as this Agreement remains in effect, to authorize Registered Users to access and use the Tapcart Properties for the Term, including to manage the Branded Mobile App. Customer will be responsible to Tapcart for any acts or omissions of its Registered Users. Tapcart may change the availability of any feature, function, or material relating to the Tapcart Properties, at any time, without notice or liability.
- Ownership. Customer explicitly acknowledges that, except for Customer Content as set forth in Section 1.2 below, and the license granted to the Tapcart Properties pursuant to Section 1.1(a), Tapcart retains all right, title and interest in and to the Tapcart Properties, including without limitation the Branded Mobile App, computer code in object and source forms, themes, objects, users, usernames, concepts, artwork, animations, sounds, audiovisual effects, methods of operation, moral rights, documentation, and any other information or rights related to the Tapcart Properties. Customer will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Tapcart Properties, including the Branded Mobile App.
- Customer Content.
- License Grant to Tapcart. Customer hereby grants to Tapcart a non-exclusive, fully paid-up, perpetual, non-transferable (except as required to fulfil the purposes of this Agreement or the Terms) right and license to use, copy, encode, store, archive, distribute, transmit, modify, translate, render into an audible and/or visual format, publicly display, and publicly perform all content that Customer makes available through the Tapcart Properties or otherwise provides to Tapcart in connection with this Agreement, including without limitation your logos, product photos, brand imagery, sales descriptions, taglines, trademarks, etc. (“Customer Content”), in whole or in part, within and in connection with the Branded Mobile App. The license to modify Customer Content granted by this Section 1.2(a) is limited to modifying such Content to (a) fit the format of the Branded Mobile App, (b) in order to ensure that it conforms to the Apple App Store Review Guidelines available at https://developer.apple.com/app-store/review/guidelines/ or as otherwise required for Tapcart to fulfill its obligations with respect to this Agreement and the Terms, and Customer irrevocably consent to such modifications.
- Ownership. Customer represents that it owns and/or has a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other compensation from, and communicate to the public, perform and display all Customer Content it provides to Tapcart in connection with this Agreement (in whole or in part) and/or to incorporate such Customer Content in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in the Customer Content. Except for the license in the Customer Content granted herein, Customer retains all right, title and interest in and to the Customer Content. All goodwill generated by Tapcart’s use of the Customer Content will inure to the benefit of Customer.
- Tapcart Properties.
- App Store. You acknowledge and agree that the Branded Mobile App you license using the Tapcart Properties is distributed through the Apple App Store (“App Store”) owned and managed by Apple, Inc. (“Apple”). You acknowledge that Apple and its subsidiaries are third-party beneficiaries of, and may enforce, this Agreement. You acknowledge that this Agreement is between you and Tapcart and Apple is not a party to and has no obligations under this Agreement. As between Tapcart and Apple, Tapcart is solely responsible for the Branded Mobile App, including its content, maintenance, support services, and warranty, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). You agree to consent to any modifications to this Agreement or enter into any additional terms with Tapcart that may be required by Apple in connection with the App Store or related services (e.g., Apple Pay) in order to allow Tapcart to continue to provide the services contemplated by this Agreement and the Terms with respect to the Branded Mobile App. All Branded Mobile Apps are submitted to Apple under the Tapcart developer account.
- Term. This Agreement will take effect as of the date Customer affirmatively agrees to it as set forth above and will automatically terminate if either party terminates the Terms pursuant to Section 15 thereof.
- Other Provisions. All other terms and conditions applicable to this Agreement are included in the Terms.