Terms of Service

Fees & Term

Unless otherwise stated, The ASO Project ("TAP") will bill the Monthly Fee in advance of each month via credit card.

• There are no refunds once payments have been made. All sales and orders are final.
• Each Monthly Fee not paid when due pursuant to this Agreement shall accrue interest at a rate of 12% per annum (or such lesser amount as shall be the maximum amount permitted by law).
• This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within 14 days of receipt of the notice. This Agreement may be terminated by TAP (i) immediately if Company fails to pay any fees hereunder within 45 days of the date the payment was due.

Company Responsibilities

Company understands, acknowledges and agrees that:

• To authorize TAP use of all Company's logos, trademarks, Apps images, etc. (but solely for the provision of the Services and in accordance with Company's instructions).
• Company may not remove any of the Apps from the respective app store platform during the Initial Term.

Company Acknowledgments

For the purposes of providing the Services, Company agrees:

• TAP has no control over the policies of the Platforms with respect to the type of apps and/or content that they accept now or in the future. Company's Apps may be excluded from the Platforms at any time at the sole discretion of the Platforms.
• By entering into the Agreement TAP represents to Company that it has the experience, professional skills and knowledge to perform the Services. TAP will use its best efforts, including what TAP deems to be industry standard best practices, in order to optimize Company's App; provided, however, that on a regular basis, Apple and other app platforms (collectively as "Platforms") alter parameters in their search methods, which may affect optimization efforts and visibility. TAP makes its best effort to understand and keep up to date with these changes, but cannot be held responsible for any results made from the Platforms' changes as it relates to Company's ranking, visibility, or changes. In no event will TAP be responsible to Company for, and Company hereby releases and discharges TAP from, all damages, debts and liability should Apple or any other online app store administrator, take action to remove, bar, suspend or otherwise prevent the Company and/or its App for any period of time, from their respective service for any reason, including the actions or inaction taken by TAP relating to this Agreement.

Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. TAP MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.

Disclaimer of Warranties

TAP DOES NOT WARRANT THAT THE SERVICES WILL MEET THE COMPANY'S EXPECTATIONS OR REQUIREMENTS. TAP PROVIDES ITS SERVICE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND. TAP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT.

Indemnification

Company shall indemnify and hold harmless TAP (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) incurred by TAP as a result of any claim, judgment, or adjudication against TAP related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Company to TAP (the "Company Content"), or (b) a claim that TAP's use of the Company Content infringes the intellectual property rights of a third party.

Ownership

Company shall have all right, title and interest in its App (including any derivatives and improvements thereof), and in all Confidential Information, software, content and/or provided by Company. Except as set forth expressly herein or as permitted by the Services, TAP shall not, and shall not permit any third party, to modify, to reverse engineer or attempt to find the underlying code of, the App, or insert any code or product, or in any other way manipulate the App.

Confidentiality

Each party may disclose to the other certain confidential information regarding its technology and business (and with respect to Company's information, also personal information of the users of its App) ("Confidential Information"). The party receiving Confidential Information agrees to keep confidential and not disclose or use any Confidential Information except as strictly required under this Agreement. Confidential Information shall not include information that a party can show (a) was already lawfully known to or independently developed by it without access to or use of the other's Confidential Information, (b) was received by such party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, provided that the party required to disclose the information provides the other party with prompt notice of such requirement and cooperates in order to minimize such requirement. Each party shall restrict disclosure of the other's Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein.

Force Majure

Neither Company nor TAP shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its reasonable control including, but not limited to: earthquake, flood, fire, storm or other natural disaster or act of God.

Independent Contractors

Company and TAP are independent contractors. This Agreement shall not be construed to create a joint venture or partnership between Company and TAP. Neither Company nor TAP shall be deemed to be an employee, agent or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other except as specifically set forth herein.

Warranties

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to grant the rights and perform the duties listed herein. Each party further represents and warrants that by entering into this Agreement with the other, it is not breaching any duty or obligation to any third party and that the person executing this Agreement on behalf of it is the duly authorized representative of such party and authorized to bind it to the terms of this Agreement.

Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto relating to this specific subject matter thereof. There are no terms, obligations, covenants, representations, statements, or conditions relating to the subject matter thereof other than those contained in this Agreement and these supersede all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written.

Modification of Waiver

No variation or modification of this Agreement or waiver of any of the terms or provisions hereof will be deemed valid unless in writing and signed by both parties. The failure by any party to exercise or enforce any of the terms or conditions of this Agreement shall not constitute a waiver of that party's rights hereunder to enforce each and every term and condition of this Agreement.

Assignment

Neither party may assign this Agreement, in whole or in part, without the other party's written consent (which will not be unreasonably withheld). Such consent will not be necessary in the event of a change of control by merger, reorganization, asset sale, similar transaction or operation of law provided that the assignee agrees in writing to be bound by the terms of this Agreement.

Severability

If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

Jurisdiction, Venue, Service and Choice of Law

Each party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of Illinois, to the exclusions of all other jurisdictions, for any actions, suits or proceedings arising out of or relating to this Agreement. The validity, construction and interpretation of this Agreement shall be governed in all respects by the laws of the State of Illinois, without reference to choice of law rules. In any litigation arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.