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Havoc Marketplace LLC Developer Terms and Conditions

Effective: January 26, 2022

PLEASE READ THESE DEVELOPER TERMS AND CONDITIONS CAREFULLY. THESE DEVELOPER TERMS AND CONDITIONS CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND Havoc Marketplace LLC.

1. Purpose

Havoc Marketplace LLC ("Havoc Marketplace LLC," "we," "us," or "our") provides an online app marketplace and provides features for app developers or app providers to use our Services (collectively "you," "your," or "Developers").

The Developer Terms and Conditions are listed below and incorporate our Terms and Conditions and Privacy Policy and any updates thereto (such documents, together with the Developer Terms and Conditions, constitute the "Terms"). When Developers use our Services, they also agree to all of our Terms. The terms used in these Developer Terms and Conditions shall have the meanings set forth in these Developer Terms and Conditions. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Terms and Conditions.

While we will do our best to enforce the Terms, we cannot warrant or represent that other Developers or users will in fact adhere to our Terms and cannot act as insurers or accept any liability for their failure to do so.

Failure to comply with our Terms may lead to suspension or termination of your app or account.

2. Eligibility

You hereby represent and warrant that you have the authority to enter these Terms personally or on behalf of your company. Except as otherwise provided herein, if you do not agree to be bound by the Terms, you may not access or use the Services.

3. Intellectual Property Rights

  1. License Granted to You. Subject to your compliance with these Terms and all other applicable terms and policies, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable license to use, access, and integrate with the Services, but only to the extent permitted in these Terms and all other applicable terms and policies. You will not sell, transfer, or sublicense the Services to anyone. Except as expressly licensed herein, you will not use, access, integrate with, modify, translate, create derivative works of, reverse engineer, or otherwise exploit the Services or any aspect thereof. Havoc Marketplace LLC reserves all rights, title, and interest (including the right to enforce any such rights) not expressly granted in these Terms.

  2. Your Content. You grant us a non-exclusive, transferable, sublicensable, royalty-free, worldwide license to: host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of any information, data, and other content made available by you or on your behalf in connection with the Services (collectively, "Your Content") for any business purpose in connection with operating, providing, or improving the Services. This license remains in effect even if you stop using the Services. Without limitation, your license to us includes: the right to attribute the source of Your Content using your name, trademarks, or logos; the right to use Your Content for promotional purposes, and the right to analyze Your Content (including to make sure you're complying with these Terms and all other applicable terms and policies). If you owned Your Content before providing it to us, you will continue owning it after providing it to us, subject to any rights granted in these Terms or any other applicable terms or policies and any access you provide to others by sharing it via the Services.

  3. Your App. You grant us a non-exclusive, transferable, sublicensable, royalty-free, worldwide license to: host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your app for any business purpose in connection with operating, providing, or improving the Services. This license remains in effect even if you stop using the Services. Without limitation, the foregoing license includes the right to frame or link to your app, to place content (including ads) around your app, and to analyze your app (including to assess your compliance with these Terms and all other applicable terms and policies).

As between the parties, in connection with the Services, we won't be subject to any terms or policies associated with your app or your Content (even if we click or tap agreement). Those terms and policies are considered null and void and are rejected and excluded from these Terms.

  1. Your Name, Trademark, and Logos. You grant us a non-exclusive, transferable, sublicensable, royalty-free, worldwide license to use your name, trademarks, and logos for distribution, marketing, and promotional purposes, in connection with your use of the Services, in all formats and media. This license remains in effect for existing materials and instances even if you stop using the Services.

  2. Copyright. You will not provide or promote content in your app that infringes upon or otherwise violates the rights of any person or third party. You will obtain (and represent and warrant that you own or have secured) all rights necessary from all applicable rights holders to: grant the licenses, rights, and permissions in these Terms; display, distribute, and deliver all information, data, and other content in your app; and otherwise operate your app. This includes satisfying all licensing, reporting, and payout obligations to third parties. If your app contains content submitted or provided by your end users or other third parties, you must have an appropriate notice and takedown process and otherwise comply with all applicable laws and regulations to respond to notices of claimed infringement. Without limiting that compliance, in the United States, you must comply with all requirements of the Digital Millennium Copyright Act.

4. Developer Code of Conduct

By using the Services, you agree that:

  1. You will only use the Services for lawful purposes, and not for deceptive or fraudulent purposes; you will not send or store any unlawful material.
  2. You are responsible for uploading your apps or content to the Services, providing any required product information and support to end users, and accurately disclosing any permissions necessary for the product to function on end user devices.
  3. You will not upload apps or Content that contains any malware, or that can be used for any type of nefarious, infringing, unethical, or unlawful purposes.
  4. You will not attempt to decode, circumvent, re-identify, de-anonymize, unscramble, unencrypt, or reverse hash, or reverse-engineer any marketplace data that is provided to you.
  5. You will not change your app's core functionality or data processing so that end users would view it as an unfamiliar or different app, or materially change the scope of processing of previously collected data, unless in each case you first re-submit your app and receive our approval.
  6. Your Content does not contain material that solicits personal information from anyone under 18 or exploits people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health or wellbeing of minors.
  7. Your Content does not violate any state or federal law designed to regulate electronic advertising.

5. Privacy

We have adopted a Privacy Policy outlining our personal data collection and use practices. Please refer to it for details about how we collect and use your personal information. By agreeing to the Terms, you are automatically agreeing to our Privacy Policy, which is incorporated herein by reference.

Where your Content or app uses, transfers, stores, or otherwise processes personal information of end users in connection with the Services, we are not responsible for any such processing of personal information. It is your responsibility to comply with any applicable data protection and security laws. You hereby agree that:

  1. If you use the Services to process personal data, you will provide and comply with a publicly available and easily accessible privacy policy.
  2. This policy must comply with applicable law and regulations and must accurately and clearly explain what data you are processing, how you are processing it, the purposes for which you are processing it, and how end users may request deletion of that data.
  3. You may only process personal data in connection with the Services as clearly described in your privacy policy and in accordance with all applicable law and regulations, these Terms, and all other applicable terms and policies.
  4. Your privacy policy will not supersede, modify, or be inconsistent with these Terms or any other applicable terms or policies.
  5. You must retain all of your privacy policies in effect while using the Services and provide them to us if we ask for them.
  6. You will abide by all applicable email marketing, privacy, and data protection laws when communicating with end users.

Further, if you do business or are located in the European Union or the United Kingdom, you agree to comply with all provisions of European Union's General Data Protection Regulation ("GDPR"), including but not limited to ensuring that all private or personal data shall be:

  1. processed lawfully, fairly and in a transparent manner in relation to individuals;

  2. collected for specified, explicit and legitimate purposes and not further processed in a manner that is incompatible with those purposes; further processing for archiving purposes in the public interest, scientific or historical research purposes or statistical purposes shall not be considered to be incompatible with the initial purposes;

  3. adequate, relevant and limited to what is necessary in relation to the purposes for which they are processed;

  4. accurate and, where necessary, kept up to date; every reasonable step must be taken to ensure that personal data that are inaccurate, having regard to the purposes for which they are processed, are erased or rectified without delay;

  5. kept in a form which permits identification of data subjects for no longer than is necessary for the purposes for which the personal data are processed; personal data may be stored for longer periods insofar as the personal data will be processed solely for archiving purposes in the public interest, scientific or historical research purposes or statistical purposes subject to implementation of the appropriate technical and organisational measures required by the GDPR in order to safeguard the rights and freedoms of individuals; and

  6. processed in a manner that ensures appropriate security of the personal data, including protection against unauthorised or unlawful processing and against accidental loss, destruction or damage, using appropriate technical or organisational measures.

You further agree that shall not target or pressure children to make purchases and/or persuade others to make purchases for children in any jurisdiction that has deemed such practices illegal. You expressly accept and agree to take full responsibility for Your Content, including without limitation consumer protection, marketing, and gaming laws. For more information on compying with the legal requirements in the European Union, see http://ec.europa.eu/justice/consumer-marketing/unfairtrade/index_en.htm.

In addition, should a) You be or do business with a public authority or government body; and/or b) Your core activities consist of data processing operations that require regular and systematic monitoring of personal or private data on a large scale; and/or c) Your activities include the processing of special categories of data (sensitive data such as personal information on health, religion, race or sexual orientation) and/or personal data relating to criminal convictions and offences; then You shall appoint a Data Protection Officer as such a term is defined by GDPR.

6. Export Control

You may not use or otherwise export or re-export any confidential information received from Havoc Marketplace LLC except as authorized by United States law and the laws of the jurisdiction in which the confidential information was obtained. In particular, but without limitation, the confidential information may not be exported or re-exported (a) into any U.S. embargoed countries or regions or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or any other restricted party lists without required approvals from applicable authorities. By using our Services as a Developer or using any Havoc Marketplace LLC confidential information, you represent and warrant that you are not located in any such country and region or on any such list. You also agree that you will not use any Havoc Marketplace LLC confidential information for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, chemical or biological weapons or any other military end uses.

You represent and warrant that You and Your representatives (including any beneficiaries, owners, affiliated and/or associated parties) are not: (a) on any sanctions lists, (b) doing business in any of the U.S. embargoed countries, or (c) a military end user as defined in 15 C.F.R. § 744.

7. Government End Users

Certain Havoc Marketplace LLC confidential information may be considered "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the Terms herein. Unpublished-rights reserved under the copyright laws of the United States.

8. Limitation of Liability; Indemnification; Arbitration

As a Developer under these Terms, you are subject to the limitations of liability, indemnification and arbitration agreements in our Terms of Service.

9. Exclusive Venue

To the extent the parties are permitted under the Terms to initiate litigation in a court, both you and Havoc Marketplace LLC agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively within the State of California for courts situated in the County of Orange, or in federal court for the Central District of California.

10. General

  1. No Joint Venture or Partnership. No joint venture, partnership, employment, or agency relationship exists between you, Havoc Marketplace LLC or any third-party provider as a result of these Terms.

  2. Choice of Law. These Terms are governed by the laws of the State of California consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of any other jurisdiction.

  3. Severability. Except as otherwise provided herein, if any provision of these Terms is found to be invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

  4. Electronic Communications. For contractual purposes, you (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. This subparagraph does not affect your statutory rights.

  5. Entire Agreement. These Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.

11. Contact Information

[email protected]

Havoc Marketplace LLC,

24338 El Toro Road, Suite E #1137,

Laguna Woods, CA 92637.

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