AppGrooves, Corp.

AppGrooves Partner Terms of Service

 

Last updated: September 6, 2022

 

Welcome and thank you for your interest in AppGrooves, Corp.  The following Terms of Service, and any additional terms incorporated by reference herein (collectively, the “Terms”), govern your access and use of our AppGrooves Partner service (the “Service”) available at our websites located at https://appgrooves.com, https://coupons.appgrooves.com, and https://partners.appgrooves.com  (collectively, the “Site”).  The terms “we,” “our” and “AppGrooves” refer to AppGrooves, Corp. The terms “you” and “your” refer to the user visiting the Site and/or using the Service.

 

PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY, AS THEY CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND APPGROOVES.

 

BY CLICKING “I AGREE”, CREATING AN ACCOUNT, SUBSCRIBING TO THE SERVICE, OR OTHERWISE ACCESSING OR USING THE SERVICE, WHETHER AS A PAID SUBSCRIBER OR AS A FREE USER, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, AND ALL POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT REGISTER FOR OR USE THE SERVICE. THE SERVICE IS AVAILABLE ONLY TO PERSONS WHO CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, THE SERVICE IS NOT AVAILABLE TO INDIVIDUALS UNDER THE AGE OF 18.

 

IF YOU ARE USING THE SERVICE IN YOUR CAPACITY AS AN EMPLOYEE, YOU MUST HAVE THE AUTHORITY TO BIND YOUR EMPLOYER TO THESE TERMS BY YOUR USE OF THE SERVICE, AND BY CREATING AN ACCOUNT, SUBSCRIBING TO THE SERVICE, OR OTHERWISE ACCESSING OR USING THE SERVICE YOU REPRESENT THAT YOU HAVE SUCH AUTHORITY. IF YOU DO NOT QUALIFY FOR THE SERVICE, PLEASE DO NOT ATTEMPT TO REGISTER FOR OR USE THE SERVICE.

 

We reserve the right, at our sole discretion and at any time, to change or modify the Terms without prior notice, and your continued access or use of this Site or the Service signifies your acceptance of the updated or modified Terms. These Terms may not be modified, amended, and/or changed by you in any manner.

 

1.              The AppGrooves Partner Service.  The AppGrooves Partner Service is an application that helps app developers and commerce brands a) improve the visibility of their mobile app and website (“Property”) in the Apple App Store, Google Play Store, and other app stores (the “App Store”) as well as in web search results and b) increase their revenue by promoting Properties along with their deals. As a user, whether as a paid subscriber or a free user, you register your Property, submit your deals, reply reviews from consumers, build your own brand pages in the Site and request to be promoted in AppGrooves or its network. AppGrooves, on its sole discretion, promotes your brand page as well as deals to its own Site and its network as well.

 

2.              Limited License; Ownership; Feedback. AppGrooves grants to you a limited, revocable, non-transferable, non-exclusive and non-sublicensable license during the term of these Terms to use the Services and the Site solely to transmit and receive information as expressly set forth in these Terms. AppGrooves retains all rights, title, and interest in and to all of its intellectual property and other proprietary materials made available through the Service or the Site. Neither these Terms nor your use of the Service grant you any rights or license to use any AppGrooves proprietary material except as expressly stated in these Terms. You agree that AppGrooves shall acquire, and you hereby grant and otherwise transfer, any and all right, title, and interest in and to any actual or suggested modifications, design changes, improvements, and other information regarding the features and performance of the Service (“Feedback”) you offer to AppGrooves, without the payment of additional consideration.

 

3.              Metadata Use.  By using the Service, you agree that AppGrooves has the right to access and use all the metadata of your Property to determine how best to optimize your content to increase visibility in the App Store and web search. You hereby agree that AppGrooves has the right to use any information, statistics, and other data from use of the Service with your Property for any lawful purpose, including but not limited to enhancing and developing AppGrooves’ analytical and optimization process.

 

4.              Changes. AppGrooves reserves the right, at its sole discretion, to make changes to or modify the Service and these Terms without notice. Your continued use or access of the Service or Site signifies your acceptance of the updated or modified Service and Terms. AppGrooves may offer new products or services through the Site, which will also be subject to these Terms. You should visit the Site and review these Terms periodically to ensure you stay informed about the latest updates.

 

5.              Subscription.

 

a)     User Type. Initially, you may elect to participate in a free trial of the Service. During this trial period, you will have access to the partial range of features and functions available with the Service. Upon expiration of the trial, you will have the choice to continue as a free user with access to limited functionality of the Service or to register as a paid subscriber for the full Service. For more details about the free trial of the Service, please visit the Site.

b)     Fees. To access the full functionality of the Service after the trial period, you need to subscribe to the Service by paying a monthly or annual subscription fee, which is set forth on the Site. If you add additional apps to the subscription after the initial registration, we will sync up your payments for each app pro rata to compute all your fees and charge you accordingly. Service fees are subject to change with notice. Please visit the Site for more information about the current Service fees.

 

c)      Transaction Processing. When you subscribe for the full Service, you will be prompted to provide financial information, including credit card and other billing information, which will be passed directly to a secure third party credit card payment processing service to process and charge your monthly subscription fee. The credit card payment processor will not share your financial information with us and we will not store any such information on our servers. By subscribing to the full Service, you authorize the credit card payment processor to charge you a subscription fee at the then-current rate and any other charges you may incur with the Service. You will be charged in advance for the coming month when you subscribe for the Service, and the same billing account will be automatically billed each month on the calendar day corresponding to the start of your paid subscription until the subscription is cancelled. However, if you upgrade part of the way through a billing cycle, you will be charged immediately upon confirmation for the difference between the old plan and the new plan for the remainder of that billing cycle (i.e. on a prorated basis).  Also, when you switch from a monthly plan to an annual plan (or vice versa), your payment cycle will be reset to the date upon which you confirmed that plan change on the Site.

 

6.              Cancellation Policy. These Terms will remain effective until your use of or access to the Service is terminated as set forth herein. In the event of termination of these Terms, Sections 2, 3, 8, 9, 10, 11 and 12 shall survive.

 

a)     Free Usage. AppGrooves may terminate or suspend your use of and access to the Service at its sole discretion, with or without cause, without notice or liability to you. You may terminate your use of the Service at any time and for any reason or no reason by notifying AppGrooves.

b)     Paid Subscription. You may terminate your use of the Service at any time and for any reason or no reason by notifying AppGrooves. Payments are non-refundable, including for partially used periods. AppGrooves may terminate or suspend paid subscriptions with or without cause, without notice or liability to you.

c)    No Obligation to Continue the Service.  You understand and agree that AppGrooves may modify or terminate the Service at any time, with or without notice, in its sole discretion and shall have no liability to you as a result of any such modification or termination.

 

7.              Additional Terms. Your use of the Site and/or Service is subject to, and you shall at all times comply with, the AppGrooves Privacy Policy located at https://coupons.appgrooves.com/docs/privacy.html  (“Privacy Policy”), which is hereby incorporated into and made a part of these Terms by reference, and subject to change without notice.

 

8.              No Warranty. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, APPGROOVES MAKES NO WARRANTY, EXPRESS, IMPLIED STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, RESULTS OR TITLE, AND ANY WARRANTIES IMPLIED BY A COURSE OF DEALING OR PERFORMANCE. APPGROOVES DOES NOT WARRANT THE DATA, CONTENT, FEATURES, RECOMMENDATIONS, OR OTHER INFORMATION PROVIDED THROUGH THE SERVICE TO BE UNINTERRUPTED, ACCURATE, OR FREE OF ERRORS. APPGROOVES DOES NOT MODERATE, EDIT, CONFIRM, VET, OR VERIFY CONTENT ON THE COMPETITOR APPS YOU REGISTER. APPGROOVES DOES NOT HAVE ANY CONTROL OVER THIS CONTENT AND BEARS NO RESPONSIBILITY FOR IT.

 

9.              Limitation of Liability. AppGrooves shall not be liable for any failure to provide improvement for your Properties or any other failure, technical or otherwise, of such visibility and revenue increase to occur as expected. IN NO EVENT SHALL APPGROOVES BE LIABLE UNDER THESE TERMS FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR OTHER DAMAGES, OR LOST PROFITS, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF APPGROOVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. APPGROOVES’S AGGREGATE LIABILITY UNDER THESE TERMS FOR ANY CLAIM IS LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE CLAIM. Without limiting the foregoing, AppGrooves shall have no liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the control of AppGrooves. You acknowledge that AppGrooves has entered into these Terms in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.

 

10.            User’s Representations and Additional Obligations; Indemnification. You represent and warrant that (a) you hold all necessary rights to permit the use of the app and the app metadata by the Service for the purpose of these Terms; (b) that the use of the app, the app metadata or other content made available by you (collectively, “User Materials”) will not (i) violate any criminal laws or any rights of any third parties or (ii) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law; and (c) all the information, including your credit card and other billing information, you provide to AppGrooves or our third party service providers is complete and accurate, and that you will promptly update all such information as it changes to keep it complete and accurate. The Service is not intended or available to any users suspended or removed from the Service. By using the Service, you represent that you have not been previously suspended or removed from the Service. You also represent and warrant that you are and will be responsible for obtaining and maintaining all telephone, computer hardware mobile devices and other equipment needed for access to and use of the Service, and all charges related thereto.  You will protect your accounts, usernames or passwords and take full responsibility for your own and any third party use of any accounts, usernames or passwords.

 

You agree to indemnify, defend and hold AppGrooves harmless from and against any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses, arising out of or related to (i) breach of any of the foregoing representations and warranties, or (ii) any third party claim arising from use of or access to any User Materials through the use of the Service under these Terms.

 

11.        Confidentiality; Publicity. Each party agrees not to disclose the other party's Confidential Information without the other partyʼs prior written consent. "Confidential Information" of AppGrooves includes but is not limited to: (a) all software, technology, guidelines, documentation and other materials relating to the Services; (b) the existence and content of this Agreement and any information provided pursuant to the Agreement; and (c) any statistics relating to the performance of the Services.  Confidential Information also includes any information designated in writing by either party as "Confidential" or an equivalent designation; and any information disclosed under circumstances that a reasonable person should know such information is confidential. Confidential Information does not include information that has become publicly known through no breach by the receiving party, or information that has been (i) independently developed without access to the disclosing party's Confidential Information as evidenced in writing; or (ii) rightfully received by the receiving party from a third party.  In addition, either party is free to disclose information to the extent such information is required to be disclosed by law or by a governmental authority.

 

AppGrooves may use any content related to the Services in any form of publicity.  Neither party will use the other party's name and logo in any press release or other form of publicity without the prior written consent of the other party, except that either party may use the other party's name and logo on such party's website and in publicity that announces the parties are working together.

 

12.            Miscellaneous. These Terms: (i) will be governed by and construed in accordance with the laws of the California, without giving effect to principles of conflicts of law; and (ii) will not be governed by the United Nations Convention of Contracts for the International Sale of Goods. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the state and federal courts located in Santa Clara County, California, and each of the parties waives any objection to jurisdiction and venue in such courts. The relationship of the parties under these Terms is that of independent contractors, and these Terms will not be construed to imply that either party is the agent of the other. Any notices to AppGrooves under these Terms must be sent to:

 

AppGrooves, Corp.

690 Saratoga Ave, #100

San Jose, CA 95129

 

AppGrooves operates and controls the Service from its offices in the United States and makes no representation that the Service is appropriate or available in other locations.  The information and materials provided on the Service are not intended for distribution to or use by any person or entity in any jurisdiction where such distribution or use would be contrary to law or regulation or which would subject AppGrooves to any registration requirement within such jurisdiction or country.  Accordingly, those persons who choose to access the Service from other locations are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

 

Portions of the Service may be subject to United States export controls. You agree to comply with such export controls, as well as similar such controls in any applicable jurisdiction. The waiver of any breach or default of these Terms will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision contained in these Terms is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of these Terms will remain unaffected. Headings used herein are for reference purposes only, not for interpretation hereof.

AppGrooves, Corp.

AppGrooves Partner Ads Addendum to

AppGrooves Partner Terms of Service (the “Partner Terms”)

 

 

Last updated: September 6, 2022

 

This AppGrooves Partner Ads Addendum to the AppGrooves Partner Terms of Service (this “Addendum”) incorporates the Partner Terms between AppGrooves and you.  In the event of any conflict between a provision of this Addendum and a provision of the Partner Terms, the provision of this Addendum shall control with respect to the AppGrooves Partner Ads Service.  Capitalized terms used but not defined in this Addendum have the meaning attributed to them in the Partner Terms.

The Insertion Order (“IO”) between you and AppGrooves for the advertising or promotion of the advertising campaigns is displayed and agreed on the Site. An IO would include details of campaigns including, but not limited to, campaign name, start date, end date, campaign type, unit cost and maximum budget (each a “Campaign”). The IO is subject to this Addendum is made under the IAB Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less (4’s/IAB Standard Terms and Conditions Version 3.0) (the “IAB Standard Terms”, available at https://www.iab.com/wp-content/uploads/2015/06/IAB_4As-tsandcs-FINAL.pdf ) as modified by terms below, govern the provision and serving of advertisements:

 

1.     Interpretation. Capitalized terms used and not defined in this Addendum will have the meaning as set forth in the IO, or if not defined therein, then the Standard Terms. In the event of a conflict or inconsistency between the IO, this Addendum, or the Standard Terms, the order of precedence will be the IO first, followed by this Addendum, and then the Standard Terms. Additionally:

a.        References to “Media Company” in the Standard Terms will refer to AppGrooves;

b.        If you are an Agency, references to “Agency” in the Standard Terms will refer to you, and references to “Advertiser” in the Standard Terms will refer to the Advertiser indicated on the IO;

c.        If you an Advertiser (as indicated in the IO), both references to “Agency” and “Advertiser” in the IAB Standard Terms will refer to you.

2.     Reporting. Within 10 days after the sooner of end of the month and the End Date, AppGrooves will submit a report to you containing the number of Deliverables served for each active Campaign in the preceding month.

3.     Cancellation. You may cancel a Campaign by providing notice to AppGrooves at least 30 days prior to the start date indicated on the IO for that Campaign. Except as provided in this section, the Campaigns are non-cancellable.

4.     Ad Specifications and Policies. All ad creative, including copy points, calls to action, offer codes, and other ad assets (the “Ad Creative”) provided for use in a Campaign must comply with AppGrooves’ ad specifications and policies posted at the Site, as may be updated by AppGrooves from time to time (“Policies”). Any change to the Policies will not affect the end date of a Campaign unless agreed to by the parties in writing. AppGrooves will use commercially reasonable efforts to ensure that the Ads are placed in accordance with your editorial adjacencies, if specified on the IO.

5.     Ad Creative. You must deliver to AppGrooves all Ad Creative for a Campaign no later than one week prior to the Campaign’s start date. The parties agree that AppGrooves may modify Ad Creative as may be reasonably required to deliver the Ads.

6.     Special Terms.

a.        Section II.b, and IV of the Standard Terms do not apply, and are hereby deleted in their entirety.

b.        You will be solely responsible for securing all rights in and to, and paying all royalties for, any musical works and sound recordings incorporated in any Ad or Advertising Materials, including, but not limited to, for reproductions (i.e., synchronizations), public performances and communications to the public. Media Company will have no obligation for obtaining any public performance licenses from any performing rights organizations arising out of the use of any Ad or Advertising Materials, all such obligations being your responsibility.

7.     Payment. Section III of the Standard Terms is hereby deleted in its entirety. Except as expressly indicated on the IO, AppGrooves will invoice you each month for amounts owed hereunder. You may, in good faith, dispute any invoiced amounts you reasonably believes to be incorrect by notifying AppGrooves in writing within 5 days of receiving the invoice, specifying the reasons it believes the invoiced amounts to be incorrect. You agree to pay invoiced amounts not disputed in accordance with the foregoing within [30 days] of receiving the applicable invoice via ACH or wire transfer to the account indicated by AppGrooves. No termination, cancellation or expiration of these Terms will relieve you of its payment obligations hereunder. All amounts due hereunder are exclusive of all applicable sales, use, valued-added, or other taxes (federal, state, or otherwise) (“Taxes”). You will be responsible for paying all such Taxes, except for those Taxes based on AppGrooves’s net income. If You are required by law to withhold or deduct a portion of the amounts paid, You will notify AppGrooves and will pay such additional amounts as necessary to ensure that the net amount received by AppGrooves after such deduction or withholding equals the amount AppGrooves would have received if there had been no such deduction or withholding. Any amounts not paid when due will be subject to a financing charge equal to the lesser of 1.5% per annum compounded monthly, and the highest rate permitted under applicable law.

8.     Limitation of Liability. Under no circumstances will AppGrooves’s aggregate liability of all kinds arising out of or related to the subject matter of this Addendum, regardless of the forum and regardless of whether any action or claim is based on contract, tort or otherwise, exceed the amounts paid by you to AppGrooves under each IO.

9.     Governing Law. Notwithstanding Section XIV.d of the Standard Terms, this Addendum will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. Each of the parties irrevocably agrees that any and all disputes or claims arising out of or in connection with this Addendum shall be brought in the courts located in Santa Clara County, California. Both parties hereby agree and submit to the personal and exclusive jurisdiction and venue of these courts.

10.    General. This Addendum constitutes the entire agreement between the parties relating to the subject matter hereof. No waiver or modification of this Addendum will be valid unless in writing signed by each party. This Addendum may be executed in counterparts and delivered e-mail transmission (receipt confirmed). Notwithstanding Section XIV.b of the Standard Terms, neither party may assign this Addendum without the prior written consent of the other party (not to be unreasonably withheld, conditioned, or delayed), provided that AppGrooves may assign this Addendum without your consent in connection with a merger, acquisition, reorganization, sale of its business or all or substantially all of its assets to which this Addendum pertains, or similar transaction. In addition to any provisions that survive under the Standard Terms, Sections 7, 8, 9 and 10 of this Addendum will survive any termination or expiration of this Addendum.