Partners Program Agreement

Last updated: July 20, 2023

Catappult is a software developed by Aptoide S.A. (“Aptoide”), a company with ID 509987184 and principal place of business at Rua Soeiro Pereira Gomes, Lote 1, 3D, 1649-031 Lisboa, Portugal which allows the distribution of products in Aptoide App Store and Partner’s App Store(s). Catappult is a product developed and owned by Aptoide.

By registering for or using Catappult Services in the context of the Partners Program, you (on behalf of yourself or the business you represent) agree to be bound by the terms of this Agreement. As used in this Agreement, "we" and "us” means Aptoide or any of its affiliates, and “You” and "Partner" means the applicant (if registering as an individual), or the business employing the applicant (if registering as a business). Capitalized terms have the meanings listed in the Definitions below.

Definitions

Apps: Software, content and digital materials developed or distributed by the Certified Developer distributed via Catappult, including the respective metadata and the digital content or digital goods which the Users may purchase within such Apps.

Aptoide App Store: A software application developed and provided by Aptoide which can be installed in Devices and gives access to Apps, either through Aptoide website or Aptoide App.

Aptoide SDK: A Software Development Kit made available by Aptoide to Partners, in order to allow the integration of such code in Partners’ software, to enable the interaction with Catappult.

Catappult: The software developed by Aptoide which allows Certified Developers to distribute and make available Apps in the Aptoide App Store and Partner App Store(s).

Certified Developer: The developer or distributor of Apps which has adhered to the Aptoide Developers Program through which its Apps are certified by Aptoide.

Device: Any device that can access the Aptoide App Store or Partner App Store(s), as defined herein.

In-App Products: digital products that are intended to be accessed or used within an App, such as additional or enhanced functionality, media content, or subscription access to content or services purchased by Users.

Partner: Any person or company who is registered and approved by Aptoide to have access to the Catappult content and distribute Apps in accordance with the terms of this Agreement in the Partner App Store.

Partner Account: An account issued to Partners, through the website https://www.catappult.io which enables the Partners to choose and manage the Apps made available in Catappult which will be distributed through the Partner App Store(s).

Partner App Store: App Store managed by the Partner which is created and developed by the Partner through which the Partner distributes, amongst others, Apps available in Catappult.

Services: The services provided by Aptoide in relation to the distribution of Apps by the Partner through the Partner App Store, including, but not limited to, the access to the Catappult.

User: The owners of Devices, which have access to the Apps distributed by the Partner in the Partner App Store.

Wallet Account: A digital wallet owned by the Partner. Partners must maintain their Wallet Account operational to have access to the Partners Program. 

1. Introduction

1. Aptoide has developed Catappult which is a SaaS (Software as a Service) developed for professionals which allow the distribution of Apps in the Aptoide App Store and others Apps distribution channels. All transactions made through Catappult are registered in Catappult's system and made available in the Wallet account ensuring transparency of such transactions.

2. By registering in Catappult, or when you log-in for the first time in Catappult with your professional Aptoide credentials, a Wallet Account will be associated to your Partner Account. All your transactions made through Catappult will be managed by such Wallet Account.

3. Partners can provide access to the Apps to their clients through the Partner’s software, using Aptoide SDK, which allows Partners to have access to and distribute the Apps available in Catappult. If you choose to do so, Aptoide may execute the SDK integration in respect to the Partner App Store. You undertake to make available to Aptoide, or to provide Aptoide with the necessary data and authorizations, to obtain all information necessary for that effect and acknowledge that Aptoide cannot be held liable for any delays, damages or losses related with the lack of availability of such information.

4. In order to distribute Apps in the Partner App Store which are available in Catappult, you must maintain a valid Partner Account

2. Accepting this Agreement

1. This agreement ("Agreement") forms a legally binding contract between you and Aptoide in relation to the distribution of Apps through Partner App Store and the use of Catappult. For such effects, you must first agree to this Agreement by accepting it online (through the button “I accept”). You may not have access to Catappult if you do not accept this Agreement.

2. Use of the Services is limited to parties that lawfully can enter into and form contracts under applicable law.

3. You represent and warrant that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the country in which your business is registered; and (b) you have all requisite right, power and authority to enter into this Partners Agreement and perform your obligations hereunder.

3. Partners Program

1. To have access to the Apps available in Catappult, to distribute them in the Partner App Store and have access to shared revenue, you need to accept the Partners Program, as described at our website https://www.catappult.io

2. Any fees payable by you to Aptoide under this Agreement are exclusive of any applicable taxes, and you will be responsible for paying Aptoide any taxes imposed on such fees.

4. Distribution of Apps in the Partner App Store

1. You can distribute Apps available in Catappult in your Partner App Store. You may choose the Apps you intend to distribute in your Partner App Store. You undertake to present to Certified Developers the terms and conditions applicable to your Partner App Store. 

2. Developers may impose geographical limitations on the distribution of Apps uploaded to Catappult. If there are any territorial limitations to the distribution of specific Apps, the Apps will not be available worldwide and you undertake to comply with such limitations. Aptoide will not be liable for any infringement in such respect.

3. If you intend to make your Apps available in Catappult for distribution, you must be a Certified Developer.

4. Takedowns. If Aptoide is notified by you or otherwise becomes aware that any Apps, or any portion thereof: (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; (c) violates Aptoide's policies or other terms of service as may be updated by Aptoide from time to time in its sole discretion; (d) is being distributed by you improperly; (e) may create liability for Aptoide; (f) is deemed by Aptoide to have a virus or is deemed to be malware, spyware or have an adverse impact on Aptoide's infrastructure; (g) violates the applicable terms of distribution; or (h) the display of the Apps is impacting the integrity of Aptoide servers (i.e., Users are unable to access such content or otherwise experience difficulty), Aptoide may remove the Apps from Catappult. In such cases, you undertake to remove the affected Apps from your Partner App Store and cease their distribution.

5. Apps Revenue Share

1. This Agreement covers the share of the revenue generated by the sale of Apps and/or In-App Products made available in Catappult and distributed in the Partner App Store. In case you choose to distribute free Apps and/or In-App Products, this clause will not be applicable.

2. The amount you will receive is equal to the sales price of the Apps/ In-App Products (corresponding to the sales concluded; i.e. does not include any sales which were refunded to Users), net of any taxes, less the share due to: (i) Certified Developers who made the Apps available; (ii) Aptoide. Such amount will be remitted to you according to these Agreement.

3. Applicable revenue shares. By entering into this Agreement, you agree with the revenue share set by Catappult for Partner Stores (when applicable), which is defined in Annex II of this Agreement. 

4. Special Refund Requirements. Aptoide gives to Users the possibility to ask for a full refund if Users request the refund within 24 (twenty-four) hours after purchase. The revenue share you would receive as a consequence of the refunded transaction will be deducted from your Wallet Account.

5. Chargebacks. A chargeback is a process that may lead to the return of funds to a User. This process is initiated by the User, asking to the issuing bank the refund. Issuing bank will then contact the payment processor which will then notify Aptoide. Whenever Aptoide receives a chargeback notification related with a sale of an App, Aptoide will inform you accordingly and you undertake to provide to Aptoide, within the term determined by the payment processor, with the necessary documents to dispute the chargeback. Aptoide will submit the documents provided to the payment processor, which will decide if it is possible to reverse the chargeback. If it is resolved that the chargeback is not reversible, the refund (correspondent to the revenue share you would receive for the disputed transaction) will be deducted to the revenue share due to you. Information about the refund in case of a chargeback will be marked in your Partner Account as “chargeback”. Please note that the chargeback process is managed and resolved by the payment processor and the issuing bank and that Aptoide does not have any power to dispute the decisions taken.

6. Aptoide may provide you other services related with Catappult platform. The specific terms and conditions applicable to such services, as well as the amount of the respective fees, if applicable, will be agreed with you. Aptoide will not provide you additional services unless you have specifically asked for the provision of such services and agreed to the respective terms and conditions.

6. Payments

1. You shall receive payments related to the sale of Apps made available through Catappult in your Partner App Store. Your Wallet Account will be credited automatically in US Dollars at the moment of each transaction.

2. In the event the Agreement is terminated, you may withdraw or transfer from your Wallet Account up to (30) days after the end of the calendar month in which the Agreement is terminated.

3. If you are past due on any payment to Aptoide, Aptoide reserves the right to withhold any payment due to you until all outstanding payments have been paid or to offset amounts owed to you in connection with this agreement with amounts owed by you to Aptoide.

4. You will bear the bank fees charged to Aptoide relating to payments made to you. Aptoide will be entitled to deduct such fees from payments due to you or to charge such fees separately.

5. As a security measure, we may, impose transaction limits relating to the value of any transaction or withdrawal, the cumulative value of all transactions or withdrawals during a period of time, the number of transactions or withdrawals per day or other period of time, or we may request additional documentation from you in order to complete transactions or withdrawals. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we allow a User to withdraw from a transaction or to be refunded from a transaction due to an error of processing occurred in Catappult, the App Store or in the Apps.

7. Catappult Fee

1. In order to have access to Catappult Services you must elect a tier of service and pay the corresponding monthly fee to Aptoide. The tiers of service available and their main characteristics are provided in Annex I of this Agreement.

2. Payment of the monthly fee is due when you first subscribe to the Catappult Services and afterwards will be due on the last day of each subsequent month.

3. You must provide all the necessary information for Aptoide to be able to issue an invoice with the corresponding amount of your monthly fee, namely:

1. Company name of incorporation;
2. Company Tax Identification Number (TIN);
3. Company Address, including zip code and country of incorporation.

4. Aptoide will issue the invoice until the 15th day of the following month. Payment must be made by bank transfer and is due in the next 30 days after Partner receives the invoice. Aptoide will provide the payment details accordingly.

5. Payment of the monthly fee will not be due when the revenue share received by Aptoide, as provided for in Annex I, in a certain month is of an amount equal or superior to the monthly fee due by the Partner (when applicable).

6. Failure to pay Catappult fee entitles Aptoide to suspend your Partner Account and the provision of the services provided for in this Agreement. In any case, Aptoide will be entitled to offset the amounts due with any other amounts that you would be entitled to receive under this Agreement.

8. Use of the Services

1. You agree to use the Services only for the purposes permitted by: (a) this Agreement; and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.

2. Prohibited Actions. You agree that while using the Services you will not engage in any activity, including the development or distribution of Apps, that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including, but not limited to, Android users and Aptoide.

3. You agree that you are solely responsible for (and that Aptoide has no responsibility to you or to any third party) any breach of your obligations under this Agreement, any applicable third-party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Aptoide or any third party may suffer) of any such breach.

9. License Grants

1. Subject to this Agreement, we grant you a limited, revocable, non-sublicenseable, non-assignable, non-exclusive and royalty-free license to access and use the Services in the manner permitted by this Agreement.

Aptoide reserves the right to determine and control all aspects (including all functionality) of the Services as well as the right to re-design, modify and remove any or all aspects of them.

You may not and may not authorize any other party to do the following to or with the Services or other materials provided by Aptoide: (a) reverse engineer, decompile, or disassemble them; (b) modify or create derivative works based upon them in whole or in part; (c) distribute copies of them; (d) remove any proprietary notices or labels on them; or (e) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them. In addition to any other rights or remedies that we may have, any use in violation of this section will immediately terminate your right to use the Partner Account and your access to the Services.

You acknowledge and agree that Aptoide (or our licensors, as applicable) owns all right, title and interest in and to the Services, materials provided by Aptoide or Aptoide trademarks, and, except as explicitly included in this Agreement, you do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in or to them. All licenses not expressly granted in this Agreement are reserved and no other licenses, immunity or rights, express or implied are granted by us, by implication, estoppels or otherwise.

2. Aptoide grants you a non-exclusive, non-transferable, non-assignable, revocable right and license during the term of this Agreement to use the Aptoide marks solely in connection with your use of the Services for which the Aptoide marks were provided to you. You must use the Aptoide marks solely in the manner in which they were provided to you, meaning you may not change, alter, amend, vary, or modify the Aptoide marks in any way, at any time. You may not use any Aptoide mark except as expressly provided herein, and may not sublicense these rights or otherwise permit any party to use the Aptoide marks. You acknowledge that Aptoide is the sole owner of the Aptoide marks, and you agree to do nothing inconsistent with that ownership. All goodwill arising out of your use of the Aptoide marks will inure to the sole benefit of Aptoide. Aptoide may revoke your license to any or all of the Aptoide marks at any time in its sole discretion. Upon the termination this Agreement, or termination or suspension of the Services for which any Aptoide mark was provided to you, you shall immediately cease and discontinue all further use of the Aptoide marks.

10. Publicity

You agree that Aptoide may use your name and logo in presentations, marketing materials, Partners Program customers lists, financial reports, Web site listings of customers and Referral Pages.

11. Your Partner Credentials

You agree that you are responsible for maintaining the confidentiality of any Partner credentials that may be issued to you by Aptoide or which you may choose yourself. Aptoide may limit the number of Partner Accounts issued to your company

12. Privacy and Information

Under the execution of this agreement, Aptoide and the Partner may have access to personal data or other data provided by the other party, Users and/or which is generated through the use of Catappult. In respect to the access to data, the following is applicable:

i) Access to personal data by Aptoide is made in accordance with Aptoide’s Privacy Policy. Aptoide will have access to other data which is not considered personal data, such as technical data and statistical data, in order to maintain, develop and improve Catappult. Data generated through the use of Catappult which is not personal data will be owned by Aptoide.

ii) Access to personal data by you is made in accordance with Partner’s Privacy Policy. Partner may have access, through the Partner Account, to limited aggregate data generated through the use of Catappult which is not personal data.

The Parties agree that the share of personal data between them is regulated by the terms and conditions provided for in Annex III.

13. Terminating this Agreement

1. Either you or Aptoide may terminate this Agreement at any time upon delivery of a prior notice with thirty (30) days of advance. Upon termination of this Agreement, you must cease your use of any relevant credentials.

2. If you want to terminate this Agreement, you must provide Aptoide with thirty (30) days prior written notice and cease your use of any relevant Partner credentials.

3. Without prejudice of the above, Aptoide may at any time, terminate this Agreement with you if:

1. Aptoide is subject to a legal or regulatory obligation to terminate the provision of its services; or
2. You have repeatedly infringed the terms and conditions of this Agreement;

4. Termination of The Agreement will not affect the existing rights already accrued to either Party in accordance with provisions concerning the responsibilities and obligations in this Agreement. Based on its own nature, such rights shall survive the expiry or early termination of this Agreement, including but not limited to those in relation to, disclaimer of warranties, limitation of liability as well as indemnification.

14. DISCLAIMER OF WARRANTIES

1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE DISTRIBUTION OF APPS AND THE USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THEY ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.

2. YOUR USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

3. APTOIDE FURTHER EXPRESSLY DISCLAIMS 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-INFRINGEMENT.

4. BECAUSE APTOIDE IS NOT THE DEVELOPER OR LICENSOR OF APPS MADE AVAILABLE IN CATAPPULT, YOU ACKNOWLEDGE AND AGREE THAT APTOIDE HAS NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO ANY DAMAGES SUFFERED BY USERS OF THE APPS OR BY ANY INFRINGING CONTENT OR FUNCTIONALITY IN THE APPS.

15. LIMITATION OF LIABILITY

CONSIDERING THE ABSENCE OF WARRANTIES DESCRIBED ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT APTOIDE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT APTOIDE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX-MONTH PERIOD PAID APTOIDE TO YOU IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

16. Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Aptoide, its affiliates and their respective directors, officers, employees and agents from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of or accruing from: (a) your use of the Services in violation of this Agreement, and (b) any and all taxes due by you as a result of the services provided for under this Agreement. 

17. Changes to the Agreement

Aptoide may make changes to this Agreement at any time. Aptoide will inform you, by sending a notice by e-mail describing the modifications which will become effective, with a prior notice of 15 (fifteen). In case the modifications require you to make significant technical adjustments, the notice period will be of 30 (thirty) days. The changes will become effective and will be deemed accepted by you on the date specified in the notice (except changes required by law which will be effective immediately). If Partner does not agree with the modifications to the Agreement, Partner may terminate the Agreement, within 15 (fifteen) days from the receipt of the notice, which will be Partner’s sole and exclusive remedy. Partner agrees that continued use of Catappult constitutes Partner’s agreement to the modified terms of this Agreement.

18. General Legal Terms

1. This Agreement constitutes the whole legal agreement between you and Aptoide and governs your use of the Services, and completely replaces any prior agreements between you and Aptoide in relation to the Services.

2. You agree that if Aptoide does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Aptoide has the benefit of under any applicable law), this will not be taken to be a formal waiver of Aptoide's rights and that those rights or remedies will still be available to Aptoide.

3. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.

4. You and Aptoide are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement.

5. The rights granted in this Agreement may not be assigned or transferred by either you or Aptoide without the prior written approval of the other party. Neither you nor Aptoide shall be permitted to delegate their responsibilities or obligations under this Agreement without the prior written approval of the other party

6. This Agreement will be governed by the laws of Portugal. You consent to the exclusive jurisdiction and venue of the courts in Lisbon, Portugal.

19. P2B Regulation Complaints and Mediation for EU

1. If you are established in the European Union or if you distribute Apps to Users located in the European Union, you may submit complaints pursuant to the Regulation (EU) 2019/1150 of the European Parliament and of the Council on promoting fairness and transparency for business users of online intermediation services (“P2B Regulation”) by sending a written communication to support@catappult.io, related to the following issues: (a) Aptoide’s alleged non-compliance with any obligations set forth in the P2B Regulation which affect you in the European Union; (b) technological issues relating directly to distribution of Apps in the European Union that affect you; or (c) measures taken by, or behaviour of, Aptoide relating directly to distribution of the Apps in the European Union that affect you. Aptoide will consider and process such complaints and communicate the outcome to you.

2. Pursuant to the P2B Regulation, Aptoide identifies the following panel of mediators with which Aptoide is willing to engage to attempt to reach an agreement with Developers established in the European Union or distributing Apps to Users located in the European Union on the settlement, out of court, of any disputes between Aptoide and you arising in relation to the execution of this Agreement, including complaints that could not be resolved by means of our complaint-handling system:

1. ADR Lab
   NOVA School of Law, Campus de Campolide
   1099-032 Lisboa
   Portugal
   https://laboratorioral.fd.unl.pt/centro-de-mediacao/
   
2. Centro de Arbitragem Comercial da Câmara de Comércio e Indústria Portuguesa
   Rua das Portas de Santo Antão, 89
   1169-022 LISBOA
   Portugal
   https://www.centrodearbitragem.pt/index.php?lang=en
   

ANNEX I

Service Tiers and Monthly Fees

*In case the revenue share received by Aptoide on a certain month is in an amount equal or superior to the monthly fee, payment of the monthly fee will not be due.

ANNEX II

Applicable revenue share conditions & fees

For Gold Partner (please refer to Annex I), revenue share will be as follows:

ANNEX III

DATA PROCESSING AGREEMENT

This agreement is executed on the same date as the Catappult Partners Agreement, by and among Aptoide, S.A., a Portuguese company, with the identification number ID 509987184 and principal place of business at Rua Soeiro Pereira Gomes, Lote 1, 3D, 1649-031 Lisboa, Portugal, hereinafter referred to as “Aptoide” and the entity identified as “Partner” in the Catappult Partners Agreement.

Together referred by “Parties” and individually “Party”.

WHEREAS:

1. The Parties entered into a Catappult Partners Agreement (the “Contract”) that may require the sharing of Personal Data between the Parties.
2. This Personal Data Processing Agreement (Agreement) sets out the additional terms, requirements and conditions on which the Parties agree to share Personal Data under the Contract.

AGREED TERMS

1. DEFINITIONS AND INTERPRETATION

The following definitions and rules of interpretation apply in this Agreement.

1.1. Definitions

1. Business Purposes: the sharing of Personal Data between the Parties under the execution of the Contract in order to allow Aptoide to manage and process payments of in-app purchases and to distribute to the Partner the applicable revenue share. Partner may also need to use the Personal Data for its own internal business purposes.
2. Data Protection Legislation: all applicable privacy and data protection laws including the General Data Protection Regulation ((EU) 2016/679) and any applicable national implementing laws, regulations and secondary legislation in Portugal relating to the processing of Personal Data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426).
3. Data Subject: an individual who is the subject of Personal Data.
4. Personal Data: means any information relating to an identified or identifiable natural person that is processed by the Processor as a result of, or in connection with, the provision of the services under the Contract; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
5. Permitted Recipients: The parties to this agreement, their Affiliates, the employees of each party, any third parties engaged to perform obligations in connection with this agreement
6. Personal Data Breach: a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.
7. Processing, processes and process: either any activity that involves the use of Personal Data or as the Data Protection Legislation may otherwise define processing, processes or process. It includes any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Processing also includes transferring Personal Data to third parties.
8. Shared Personal Data: the personal data to be shared between the parties under the Contract.
9. Standard Contractual Clauses (SCC): Module One (Controller to Controller) of the standard contractual clauses for the transfer of Personal Data to third countries as approved by the European Commission in Commission Implementing Decision (EU) 2021/914 of 4 June 2021. 

1.2. This Agreement is subject to the terms of the Contract and is incorporated into the Contract. Interpretations and defined terms set forth in the Contract apply to the interpretation of this Agreement.

1.3. A reference to writing or written includes e-mail.

1.4. In the case of conflict or ambiguity between:

1. any provision contained in the body of this Agreement and any provision contained in the Annexes, the provision in the body of this Agreement will prevail;
2. the terms of any accompanying invoice or other documents annexed to this Agreement and any provision contained in the Annexes, the provision contained in the Annexes will prevail;
3. any of the provisions of this Agreement and the provisions of the Contract, the provisions of this Agreement will prevail, in what relates to data protection matters; and
4. any of the provisions of this Agreement and any executed SCC, the provisions of the executed SCC will prevail.

2.PERSONAL DATA TYPES AND PROCESSING PURPOSES

2.1. The Parties acknowledge that for the purpose of the Data Protection Legislation, each of the Parties will act as a separate and independent controller in relation to the Personal Data which they process.

2.2. Each of the Parties retain control of the Shared Personal Data and remains responsible for its compliance obligations under the applicable Data Protection Legislation, including providing any required notices and obtaining any required consents.

2.3. The Parties undertake to process the Shared Personal Data only for: (1) the Business Purposes and; (2) to comply legal, regulatory and compliance obligations, including without limitation as may be required in the course of litigation. The Parties shall be allowed to share the Shared Personal Data with the Permitted Recipients, subcontractors and service providers and store such Personal Data in any location.

2.4. The Shared Personal Data and the Data Subjects which the Parties may process to fulfil the Business Purposes of the Contract are the following:

1. Personal Data Categories: IP address, date and time of the transaction; amount of the transaction; country in which the transaction was executed (based on the IP address).
2. Data Subjects: users who make in-app purchases in the Apps integrated with Aptoide’s IAB.

3.PARTIES OBLIGATIONS

3.1. In respect to the Shared Personal Data, each Party shall:

1. ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Business Purposes;
2. give full information to any data subject whose personal data may be processed under this agreement of the nature such processing;
3. process the Shared Personal Data only for the purposes determined in Clause 2.3. above;
4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
5. ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this Agreement;
6. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
7. not to transfer any Shared Personal Data outside the EEA unless the transferor:
   1. complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
   2. ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.

4. MUTUAL ASSISTANCE

4.1. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

1. promptly inform the other party about the receipt of any data subject access request in respect to the Shared Personal Data;
2. provide the other party with reasonable assistance in complying with any data subject access request;
3. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
4. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
5. at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Agreement unless required by law to store the personal data; and
6. provide the other Party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation.

5. SECURITY

5.1. The Parties undertake to implement appropriate technical and organisational measures against unauthorised or unlawful processing, access, disclosure, copying, modification, storage, reproduction, display or distribution of the Shared Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data.

5.2. The Parties undertake to implement such measures to ensure a level of security appropriate to the risk involved, including as appropriate:

1. the pseudonymisation and encryption of personal data;
2. the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
3. the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and
4. a process for regularly testing, assessing and evaluating the effectiveness of security measures.

6. TERM AND TERMINATION

6.1. This Agreement will remain in full force and effect so long as:

1. the Contract remains in effect, or
2. Any of the Parties retains any Shared Personal Data related to the Contract in its possession or control.

6.2. Any provision of this Agreement that expressly or by implication should come into or continue in force on or after termination of the Contract in order to protect Shared Personal Data will remain in full force and effect.

7. INDEMNIFICATION

7.1. Each Party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.

8. NOTICES

8.1. Any notice or other communication given to a party under or in connection with this Agreement must be in writing and delivered to the addresses and contacts of the Parties referred to in the Contract.