id.net App Center Terms of Service

id.net App Center provides this Software Development Kit (the “SDK”) for the intended purpose of allowing App studios and developers (also represented as “You” and “Your”) to utilize the SDK to develop their web applications on personal computer and/or mobile device applications (“App(s)”). The use of the SDK is governed by these Terms of Service (“the Terms” or “Terms of Service” or “Agreement”). The Terms of Service are a legally binding contract between You and id.net App Center, regarding the use of the SDK that id.net App Center provides to You and the practices of use You should adopt while using the SDK. All references to id.net App Center, "Us", "Our", or "We" will be deemed to include id.net Ltd and its affiliates. By using the SDK, You represent and warrant that You have the right, authority and capacity to enter into this Agreement and to abide by its Terms.

Please read these Terms of Service carefully. By installing, accessing or otherwise using the SDK, You acknowledge that You have read, understand and agree to be bound by these Terms.  If You do not agree to these Terms, do not install, access, or use the SDK. It is Your responsibility to review these Terms of Service frequently and remain informed about any changes to them.

For purposes of this Agreement, the following terms shall have this meaning:

“API(s)” means the Application Programming Interface(s) contained in the SDK.

“Documentation” means any technical or other specifications or documentation that We may make available or provide to You.

“id.net App Center” means the platform We use for publishing of Your App(s).

“SDK” (Software Development Kit) means the Documentation, software (source code and object code), applications, sample code, simulator, tools, libraries, APIs, data, files, and materials provided or made available by Us for Your use in connection with the Apps’ development and distribution, and includes any updates that may be provided or made available by Us including bug fixes, upgrades, modifications, enhancements, supplements, and new releases or versions of the SDK, or to any part of the SDK.

1. Grants of Licence

1.1 By Us

The purpose of this license is to allow You to use the SDK, release and distribute Your App(s) through id.net App Center and benefit from Our SSO and social features.

During the term of this Agreement, We grant You a limited, worldwide, royalty-free, non-assignable and non-exclusive license to download and use the SDK. Subject to these Terms, You agree to integrate and use the SDK, provided by Us, solely for the purpose of creating App(s) designed to operate through id.net App Center.

 

Conditional to the use of the SDK, You agree that:

  1. You will use the SDK solely for the purposes and in the manner expressly permitted by this Terms of Service and in accordance with all laws, regulations or generally accepted practices or guidelines in the applicable jurisdictions;
  2. You may use the SDK only to release and distribute Your App(s) on the id.net App Center;
  3. You will not use the SDK for any unlawful, illegal or any other prohibited activity;
  4. You may not use the SDK to build any kind of software development product; and
  5. You will not, through the use of the SDK or otherwise, create any program that would disable, hack or otherwise interfere with any security, digital signing, digital rights management, content protection, verification or authentication mechanisms of Our software, services or technology, or enable others to do so.

You may only use the SDK in compliance with applicable law. You may not copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable law), modify or alter the SDK in whole or in part, or to enable others to do so. You may not use the SDK for any purpose not expressly permitted by these Terms of Service. You agree not to exploit any services provided by the SDK in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. Any attempt to do so is a violation of Our rights in SDK and services provided by the SDK. If You breach any of foregoing restrictions, You may be subject to prosecution and damages. You are not granted any rights to use any trademarks, logos or service marks belonging to Us.

We may extend, enhance, or otherwise modify the SDK at any time without notice. We are under no obligation to provide You with any updates. However, if We provide You with any updates, these shall be subject to the terms of this Agreement (including the license), unless they are accompanied by a separate license. We deny any responsibility as to the provision of maintenance, technical or other support for the SDK.

From time to time, We may provide You with pre-release versions of the SDK that constitute Our Confidential Information and are subject to the confidentiality obligation. Such pre-release versions of the SDK should not be relied upon to perform in the same manner as a final-release commercial grade product, nor should they be used with data that is not sufficiently and regularly backed up.

On mutual agreement, You may restrict access to Your App(s) for users residing in sanctioned countries. You shall, upon request, within a reasonable time frame and to a commercially reasonable extent, provide Us with text and in-App graphic material, which are required for designing teasers and/or banners.

1.2 By You

In order to enable Us to make Your App(s) marketable worldwide under this Agreement, You agree to grant Us a worldwide, royalty-free, non-assignable and non-exclusive license to feature, display and use any of Your App(s) that You integrate on id.net App Center and in particular on the URL apps.id.net/name of Your app. You also grant us the right to use Your App(s)’ names, trademarks and related keywords solely for the purpose of using them as keywords in search engine management and optimization.

You acknowledge and agree to provide Us with access to Your App(s) as an iframe version for the integration of these App(s) on id.net App Center.

You consent to managing Your App(s) and maintain the functionality for the users and providing an availability of at least 98% each calendar year. Planned maintenance is not included in the calculation of the operating efficiency. You also agree to notify Us in the case of an intended downtime of any of Your App(s).

2. Ownership of Intellectual Property

You own and retain all right (including any intellectual property right), title, and interest in and to all Your App(s) (and all upgrades, improvements, or modifications to Your App(s) that are made during the course of this Agreement or thereafter) You make available on id.net App Center under this Agreement. We shall not seek to acquire any ownership right, title or interest in or to any of Your App(s).

All right, title and interest to all intellectual property in id.net App Center, Website(s) (including App(s) titles; catchphrases; tag lines; characters and character names; themes, concepts and App formats; animation, artwork, ad creative and other visual content; audio (whether music, sounds, musical compositions or otherwise); computer code (object and source code App(s) conversation transcripts, reviews and comments; screen lay-out; tools; APIs; user databases; and other documentation and material), and any derivatives thereof, including any intellectual property rights remains with Us (or Our licensor(s)). We reserve all rights not expressly granted by these Terms.

We retain all rights, title, and interest in and to the SDK and any updates We may make available to You under this Agreement. You agree to cooperate with Us to maintain Our ownership of the SDK, and agree to promptly provide notice of any claims relating to the SDK.

All right, title and interest to all intellectual property in the trade marks "id.net" (word and device) and all other trade marks used by id.net App Center remain with Us (or Our licensor(s)).

3. Illegal and Prohibited Use of the SDK

We believe in quality content and We would like to provide You and the end user with a service that cannot be deemed, or associated with, offensive or improper behavior and content. This is of value to both Us, You and the end-user. In light of the above You shall not be allowed to use the SDK in whatsoever manner that might breach intellectual property rights of a third party, relate to activities of a defamatory, pornographic or violent nature, real-money gambling or otherwise prohibited or illegal activities under applicable law.

4. Review of Your Apps

You acknowledge and agree that the integration of Your App(s) on id.net App Center shall be subject to Our review of any of Your Apps. We may review and either accept or reject publishing of Your App(s) in Our own discretion. In this respect, We deny all warranties as to Our positive review of Your App(s).

We reserve the right, in Our sole discretion, to determine whether any of Your App(s) is eligible to be integrated into id.net App Center and to review at any time and if necessary, remove without prior notice any of Your App(s) that infringe any copyright or other proprietary or legal rights or violate these Terms of Service or other applicable laws and regulations. We reserve the right to review Your App(s) also after it is published and in this case we can, in Our own discretion, reject or remove Your App(s) for any reason without prior notice. Any rejection and/removal of Your App(s) shall be without liability or compensation to You.

5. Data Protection

As long as You use Our services, You permit Us to collect and use Your non-personally identifiable information (including IP address, browser types, domain names and other anonymous statistical data). We shall use all collected information in accordance with Our privacy policy and only for the purpose of processing Your communications with Us, enabling the use of the SDK and assisting in the detection and prevention of fraudulent transactions. Your personal information will not be stored for any longer period than is necessary for the purposes for which it was collected.

You acknowledge and agree that the end-users of Your App(s) shall register through the means of Our SSO (single-sign-on) system and enter into a contractual relationship with Us, by accepting Our Terms of Service and privacy policy.

You also agree that all the information either received or directly collected from end-users registering through the means of Our SSO shall be hosted on Our servers.

6. Confidentiality

Disclosure of Information. Due to the use of the SDK, You will provide Us with certain non-public information, including in oral, written, electronic, visual, digital or other tangible form that You designate as being confidential or which, under the circumstances surrounding disclosure, should reasonably be treated as confidential. Notwithstanding the foregoing, information will not be deemed Confidential Information if ant to the extent: (i) it was already known to Us (and not disclosed under any other non-disclosure agreement between the parties) prior to the date of this Agreement as established by documentary evidence; (ii) it is in or has entered into the public domain through no breach of this Agreement or Our other wrongful act; (iii) it has been rightfully received by Us from a third party and without breach of any obligation of confidentiality of such third party to the owner of the Confidential Information; or (iv) it has been approved by You in form of a written authorization. Confidential Information may only be disclosed pursuant to the final binding order of a governmental agency or court of competent jurisdiction, provided that We give You a reasonable notice of the pendency of such an order and the opportunity to contest it. The same considerations apply to Our Confidential Information.

Obligation of Confidentiality. We will hold Your Confidential Information in strict confidence and will not disclose such Confidential Information to a third party or use it for any purpose other than the purposes described herein. We will employ all reasonable steps to protect Your Confidential Information from unauthorized or inadvertent disclosure or use, including, without limitation, all steps that We take to protect Our own information of a similar nature that We consider proprietary and trade secret. We may disclose Confidential Information to Our employees involved with the use of Your App(s) but only to the extent necessary for the purpose described herein, and agree to instruct all such employees to comply with this confidentiality restriction. The same considerations apply to Our Confidential Information.

Return of Confidential Information. In the event of termination of this Agreement, We shall promptly return to You all of Your Confidential Information in tangible form, including without limitation all copies thereof and photographs, videotapes, printouts, data, discs, notes and working papers provided to it in connection therewith, including all such items, materials and information in Our possession or control or in the possession or control of any person permitted access to Confidential Information. The same considerations apply to Our Confidential Information.

7. Indemnification

You guarantee that You are the owner of or have an express licensor(s) authorization to all intellectual property rights regarding any App(s) You integrate on id.net App Center. You agree to indemnify, defend and hold Us harmless, including Our directors, officers, employees, independent contractors and agents from any and all claims, losses, liabilities, damages, expenses and costs (including without limitation attorney’s fees and court costs) (collectively "Losses") incurred by Us as a result of Your breach of this Agreement, a breach of any certification, covenant, made by You in this Agreement and any claims based on the fact or suspicion that Your App(s) infringe any intellectual property or proprietary rights of a third party.

8. Disclaimer – Limitation of Liability

You acknowledge and agree that Your use of the the SDK is at Your sole risk. Notwithstanding the foregoing, We shall manage and maintain the SDK, on a best effort basis, and provide accordingly technical support services and maintenance services for the purposes of maintaining the best availability of the SDK.

WE DO NOT MAKE ANY, AND EXPRESSLY DISCLAIM ALL, REPRESENTATIONS AND WARRANTIES RELATING TO THE SDK, AND FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND RELATED TO THE SDK, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, DESIGN OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR WARRANTIES CONCERNING THE NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

EXCEPT TO THE EXTENT OF EACH YOUR AND OUR OBLIGATIONS TO PROTECT THE CONFIDENTIAL INFORMATION UNDER THIS AGREEMENT AND TO COMPLY WITH THE SCOPE OF THE LICENSES GRANTED HERE UNDER, IN NO EVENT WE WILL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, IN DIRECT, INCIDENTAL OR RELIANCE DAMAGES (OR ANY LOSS OF ACTUAL OR ANTICIPATED REVENUE, PROFITS, INFORMATION OR DATA) ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION, WHETHER FOR BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM OR OTHERWISE, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), AND IRRESPECTIVE OF WHETHER YOU WERE ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WE ARE LIABLE WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY, OR OTHERWISE FOR: ANY AMOUNT IN EXCESS OF ONE HUNDRED DOLLARS ($100), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE SDK MAY CONTAIN INACCURACIES OR ERRORS THAT COULD CAUSE FAILURES OR LOSS OF DATA AND IT MAY BE INCOMPLETE.

THE SDK IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. YOU AGREE THAT USE OF THE SDK IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO ITS SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT. WE DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SDK, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SDK, THAT THE SDK WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SDK WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SDK WILL BE CORRECTED.

9. Modifications to this Terms of Service

We reserve the right, in Our sole discretion, to modify these Terms of Service at any time by notifying You via email or posting a notice on Our website. You are responsible for reviewing and becoming familiar with any such modifications. Such modifications are effective upon first posting or notification. Your continued provision of access to Your App(s) following any such notification or posting shall constitute Your acceptance of any modified Terms of Service.

10. Termination

We may terminate this Agreement in Our sole discretion at any time for any or no reason, including, without limitation, for any violation of any of the provisions of this Agreement, in particular, upon any unauthorized transfer of the license. The right to use the SDK shall automatically terminate and the SDK must be returned to Us or all copies of the SDK destroyed. You may at any time terminate this Agreement by sending Us a termination request. In the event termination is by Us, We shall notify You of such termination. Upon termination We will remove Your App(s) from id.net App Center.

11. Miscellaneous

Entire Agreement. These Terms and policies incorporated herein, are the entire agreement between You and Us. They supersede any and all prior or contemporaneous agreements. We may assign these Terms, in whole or in part, at any time. If any part of these Terms is determined to be invalid or unenforceable, it will not impact any other provision of these Terms, all of which will remain in full force and effect. Headings in the Terms are for convenience of reference only and shall not affect the interpretation or construction of this agreement. Our failure to partially or fully exercise any rights or the waiver of any breach of these Terms by you, shall not prevent a subsequent exercise of such right or be deemed a waiver by Us of any subsequent breach by You of the same or any other term of these Terms. Our rights and remedies under these Terms shall be cumulative, and the exercise of any such right or remedy shall not limit Our right to exercise any other right or remedy.

Dispute resolution. Before resorting to any legal proceedings, You and Us agree to use the best efforts to negotiate in good faith and settle amicably any dispute that may arise out of, or relate to these Terms or their breach. Failing this, the place of jurisdiction shall be the city-state of Hong Kong to the exclusion of all other courts or tribunals. This Agreement will be governed by and construed in accordance with the laws of Hong Kong.

Contacting Us. We are happy to receive any queries, comments, or requests You may have regarding these Terms of Service. Feel free and do not hesitate to use the following email to contact Us: