Publisher and Distribution Agreement

Last Modified: May 3, 2013

This smartapp.com Publisher and Distribution Agreement (the "Agreement") is between InQuest Technologies ("InQuest") and you (“Publisher”). This Agreement governs Publisher use of smartapp.com, (“Service” or “Services”) for publishing User Published Products (“Products”) and InQuest’s rights for distributing these Products.

Terms used in this Agreement

  1. Publisher: any individual who publishes a User Published Product on smartapp.com.
  2. User Published Product: any Product Published on smartapp.com for use by others, including, but not limited to: SmartApps, Editors, Templates and Third-party Apps.
  3. Merchant: any Product Published on smartapp.com for use by others, including, but not limited to: SmartApps, Editors, Templates and Third-party Apps.
  4. Premium Product: any Product Published on smartapp.com for use by others, including, but not limited to: SmartApps, Editors, Templates and Third-party Apps.
  5. Subscription Product: any Published Product that is distributed as part of a smartapp.com subscription. The Publisher, if so chooses, identifies a Product as a Subscription Product at time of publishing.

Acceptance of Agreement

You indicate acceptance of this agreement:
  1. By publishing a Product in smartapp.com, OR
  2. By applying to become a smartapp.com Merchant
If you are using the Services on behalf of an organization, you are accepting this Agreement on behalf of that organization and promising that you have the authority to bind that organization to this agreement. In that case, “you” and “your” will refer to that organization.

Publishing Products

  1. InQuest grants Publishers the non-exclusive, non-transferrable right to build and publish Products for the smartapp.com community.
  2. InQuest reserves the right to delete or disable a Published Product alleged to be infringing copyright and to prohibit repeat infringers from publishing Products.
  3. InQuest reserves the right to reject, disable or delete a Published Product for any reason purely at the discretion of InQuest.
  4. InQuest has no liability to the Publisher if it rejects, deletes, or disables a Published Product.
  5. InQuest has no obligation to explain the reason for rejection, removal or disabling of a Published Product.

Distributing Premium Products

  1. Publisher grants to InQuest the exclusive, transferrable right to distribute, promote, or otherwise provide the Product to the smartapp.com community.
  2. The Publisher has the right to realize revenue from their Published Premium Product.
    1. The Publisher will receive revenue from smartapp.com via a current and updated PayPal ID/account associated with their smartapp.com Merchant account.
    2. It is the Publisher’s responsibility to keep their smartapp.com Merchant PayPal ID and information current and updated in order process payment.
    3. Publisher receives 70% of each successfully processed payment transaction (“Transaction Revenue”), less Applicable Fees, at time of successful transaction completion.
    4. Applicable Fees include:
      1. PayPal processing fees
      2. Sales Tax, when applicable
    5. If any payment transaction to the Publisher’s PayPal account is unsuccessful due to inaccurate or invalid Publisher’s PayPal account, the Publisher’s rights to that transaction revenue will be forfeited.
    6. If the Publisher’s PayPal account becomes invalid, the Publisher will forfeit their rights to future transaction revenues until the Publisher provides and validates a new PayPal account associated with their smartapp.com Merchant Account.
    7. It is the Publisher’s responsibility to keep their smartapp.com Merchant Account and associated PayPal account valid and in sync to ensure revenue transaction success. InQuest has no obligation to monitor or notify you if your smartapp.com Merchant account’s associated PayPal ID becomes invalid.
  3. InQuest has the right to change Applicable Fees at any time and will provide sufficient notice, in a reasonable amount of time, of any changes.
  4. InQuest is not liable for any and all third-party (e.g. PayPal) fees or charges involved in the distribution of the Published User Product.
  5. InQuest is not obligated to report on any fee changes from third parties (e.g. PayPal) involved in the distribution of the Published Product.
  6. The Publisher is responsible for determining if a Product is taxable; not InQuest. The Publisher is responsible for remitting taxes to the appropriate taxing authority; not InQuest.

Distributing Subscription Products

  1. Publisher grants to InQuest the exclusive, transferrable right to distribute, promote, or otherwise provide the Product via Subscription to the smartapp.com community.
  2. The Publisher may receive IQ Points for contributing their User Published Product into one of the smartapp.com Subscription offerings.
  3. The Publisher may receive IQ Points when other smartapp.com users use their Published Products from one of the smartapp.com Subscription offerings.
  4. The Publisher may choose to redeem IQ Points at the smartapp.com IQ Catalog.
  5. Publisher IQ Points are nontransferable, not redeemable for cash, nor redeemable for any other goods or services outside of those available in the smartapp.com IQ Catalog.
  6. InQuest has the right to change or remove the IQ Points program at any time and will provide sufficient notice, in a reasonable amount of time, of any changes.

Publishing and Distribution in smartapp.com is Available “AS-IS”

THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS”, AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. InQuest will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Services or Software.

Indemnification

You agree to indemnify and hold harmless InQuest, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party’s rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Services.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT INQUEST SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, CONTENT OR OTHER INTANGIBLE LOSSES (EVEN IF INQUEST HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: A) THE USE OR THE INABILITY TO USE SMARTAPP.COM; B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM SMARTAPP.COM; C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON SMARTAPP.COM; OR E) ANY OTHER MATTER RELATIONS TO SMARTAPP.COM SERVICES.

Miscellaneous Legal Terms

THESE TERMS AND THE USE OF THE SERVICES AND SOFTWARE WILL BE GOVERNED BY RHODE ISLAND LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES OR SOFTWARE MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF PROVIDENCE COUNTY, RHODE ISLAND, AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE.

These Terms constitute the entire and exclusive agreement between you and InQuest with respect to the Publishing and the Distribution of Products through the Service. These Terms create no third party beneficiary rights. InQuest’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but InQuest may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. InQuest and you are not legal partners or agents; instead, our relationship is that of independent entities.

Modifications

We may revise these Terms from time to time and the most current version will always be posted on our website. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to these Terms or the revised Terms, stop using the Services.