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Dr. Know App Developer Agreement

Effective Date: April 1, 2014
 
Introduction
 
Important: This version of the App Developer Agreement is for your information only. Some countries/regions might require a different version of this agreement.

Thank you for your interest in building apps for the Dr. Know healthcare platform. This agreement describes the relationship between you and Dr. Know, LLC (Dr. Know) (or the Dr. Know subsidiary in the region where you live) and governs your use of the App Store and/or Developer Resources.

By clicking to accept and/or by submitting an application or related materials to Dr. Know, LLC, you represent and warrant to us that you have the authority to accept this Agreement, and you also agree to be bound by its terms. Throughout this Agreement, we refer to you as a developer, but we understand that in some cases, you may be a publisher submitting apps that you did not develop.

The rest of this document represents the Terms and Conditions of this Agreement.
Definitions
 
In this Agreement, the following definitions apply:

a. "Account Fee" means the fee you pay to Dr. Know to establish and access your Store Account.

b. "Affiliate" means any legal entity that owns, is owned by, or is commonly owned with a party. "Own" means more than 50% ownership or the right to direct the management of the entity.

c. "Application" or "App" means a Dr. Know platform and/or product application.

d. "App Proceeds" means Net Receipts minus the Store Fee.

e. "Certification" means Dr. Know's process for testing the compliance of Apps with the applicable Certification Requirements. An App is "Certified" when (i) Dr. Know (or Dr. Know's designated certification provider) confirms that the App has completed Certification and (ii) the App is packaged and signed for the Stores.

f. "Certification Requirements" means the technical, functional, content, and other policy requirements provided by Dr. Know for Apps and In-App Products offered through the Stores.

g. "Commerce Expansion Adjustment" means an additional percentage of Net Receipts for an App or In-App Product which is retained by Dr. Know for certain types of transactions in certain countries or regions, as specified on the Developer Center. The countries/regions and transaction types subject to the Commerce Expansion Adjustment are set forth at http://www.doc-know.com/Legal_AppDev_Pricing.aspx. The Commerce Expansion Adjustment shall be thirteen and nine-tenths percent (13.9%) of Net Receipts for each App or In-App Product, which shall be added to the Store Fee for transactions subject to the Commerce Expansion Adjustment.

h. "Covered Parties" means, collectively, Dr. Know, authorized resale partners, and network operators that provide billing services for one or more of the Stores.

i. "Customer" means any end user customer of the Store who acquires an App or In-App Product, regardless of whether such Customer pays a fee to obtain the App or In-App Product.

j. "Developer Center" or "Dev Center" means a product and/or website through which developers access information and receive communications from Dr. Know relating to the Stores and can submit Apps for Certification and make Apps and In-App Products available in the Stores.

k. "Documentation" means the Developer Center and the Certification Requirements, and such other Store materials and information Dr. Know makes available to developers from time to time.

l. "FOSS" or "Free and Open Source Software" means any software licensed under an Open Source Initiative Approved License, a list of which is currently available at http://opensource.org/licenses/alphabetical.

m. "In-App Product" means a supplementary digital item for an App which is offered for purchase in the Store(s); after an In-App Product is purchased by a Customer, it is delivered to the App by the developer.

n. "Marks" means, for each App, the name, trademarks, logos, icons, product descriptions, App titles, In-App Product names, and screenshots you provide to Dr. Know for use in connection with the submission of your Apps or In-App Products for the Stores.

o. "Dr. Know Mark" means the Dr. Know Store logo, icon, and download badges.

p. "Dr. Know Account" means the unique user name and password that identifies a customer of Dr. Know services.

q. "Net Receipts" means the total amounts collected from Customers in connection with the download of an App or purchase of an In-App Product through the Store(s), (i) minus any sales, use, or VAT/GST taxes collected from Customers for remittance by Dr. Know or a billing service provider as provided in Section 6.h or this Agreement; (ii) minus any amounts refunded to Customers or charged back by Dr. Know or its billing service provider or other authorized partner; and (iii) amounts owed to Dr. Know under this Agreement.

r. "Standard Application License Terms" or "SALT" means the sample Customer license agreement made available by Dr. Know.

s. "Store" or "Stores" means any of the Dr. Know product and/or platform Stores, individually or collectively.

t. "Store Account" means a service account for the Developer Center, which includes a user name and password.

u. "Store Fee" means the percentage of Net Receipts for an App or In-App Product which is retained by Dr. Know as a fee for making the App or In-App Product available in the Store.

v. "Dr. Know Store" means a Dr. Know-branded platform (which includes a client application and Internet-based service) provided by Dr. Know, however named, through which Apps may be offered to or acquired by Customers.

w. "USD" means United States Dollar.

x. "Anonymous Data" means any and all data collected and/or produced by an App. Patient Health Indicators (PHI) are not collected by Dr. Know's products, services, and/or platform and is not included in this data. Dr. Know is only interested in anonymous data collection to help improved its products, services, and platform.
Store Account
 
To submit apps to the Stores, you must open a Store developer account through the Developer Center. Dr. Know may verify information you submit when you set up your Store Account. You may be required to pay an Account Fee to submit your App for Certification. Dr. Know may use the contact information you provide with your Store Account to send you newsletters and information regarding events, contests, promotions, and the like. Your Store Account is only for your use, and you are responsible for all activity that takes place with your Store Account. You may not share your user name and password or otherwise authorize any third party to access or use the Stores and/or Developer Center on your behalf. If you fail to keep your Store Account in good standing (for example, by failing to pay fees, if any, associated with the Store Account, by giving Dr. Know incorrect or outdated information, by engaging in dishonest or fraudulent activity, or by repeatedly submitting Apps that violate this Agreement, abuse the Store service, or interfere with any other party's use of the Store service) Dr. Know may revoke your Store Account, remove your Apps from the Store(s), delete App ratings and reviews, retain associated Account Fees (if any), and pursue any other remedies available to Dr. Know.
Submission, Evaluation, Certification, & Distribution of Apps
 
a. Submission. You must submit to Dr. Know each App and the metadata for each In-App Product that you wish to make available through the Stores, including any updates to each App. You are solely responsible and liable for the App and In-App Products you submit. You are responsible for supporting your App and for delivering and supporting your In-App Products. Dr. Know will retain (or destroy) all copies of the App and other materials you submit. It will not return them, so you must maintain your own backup copies.

b. Updates to Apps. You may submit updates to Apps for Certification and distribution through the Stores. Those updates are subject to all of the requirements of this Agreement. You understand that end users may elect to receive updates automatically. You may not add any new functionality to your App via an update which requires written consent from the Customer without first providing notice to the Customer and obtaining any consents as may be required by law in the markets where you choose to distribute your App.

c. Evaluation and Testing. You may use the Dr. Know App Development and/or Certification Kit to test your apps.

d. Initial Certification. Dr. Know will test each App (including any updates) you submit for compliance with this Agreement (which includes the applicable Certification Requirements) and other policies made available to you (if any). Dr. Know will not make any App available in the Stores unless and until the app is packaged and signed by Dr. Know.

e. Content. You are solely responsible for selecting all content made available through your App(s) and In-App Product(s), including your Marks.

f. Responding to Claims. If Dr. Know receives a claim from a third party requesting that your App be changed or removed, Dr. Know may refer that claim to you. You must comply with the notice as soon as reasonably practicable, together with any other requirements of Dr. Know. If you discover that your App violates the terms of this Agreement, you must immediately notify Dr. Know and work with Dr. Know to repair the App.

g. Making a Claim. If you believe another App violates your rights, you may submit a claim to Dr. Know in accordance with Dr. Know's policies available on our website.

h. App Availability. Dr. Know has no obligation to make any App or In-App Product available that you submit, even if that App has been Certified.

i. App Placement and Promotion. Dr. Know reserves the right, in its sole discretion, to make (or to designate third parties to make) all decisions regarding placement or promotion of apps in the Stores.

j. Removal Policies. Dr. Know reserves the right to remove or suspend the availability of any App or In-App Product from the Stores for any reason or no reason. Reasons may include, without limitation, (i) your breach of the terms of this Agreement or the Documentation; (ii) your express termination of this Agreement or of the license grants associated with an App or In-App Product; (iii) an assertion or claim that your App or In-App Product infringes the intellectual property rights of a third party; (iv) an assertion by a mobile network operator that your App or In-App Product causes harm to the operator's network; (v) an assertion by a mobile network operator that your App is already provided under an agreement between you and a mobile operator or (vi) complaint(s) about the content or quality of your App or In-App Product. Dr. Know also may disable previously downloaded copies of an App if Dr. Know believes that the App could cause harm to end users or their devices, third parties (including any Covered Party) or any network, or to comply with any judicial process, government order or lawsuit settlement. Unless your App or In-App Product is removed or disabled for breach of this Agreement or in response to an infringement allegation (in which case Section 11.b will apply), Dr. Know will pay to you the amounts owed, if any, in connection with the distribution of your App or In-App Product before removal or disablement.

k. Modification or Discontinuance. The Stores are the property of Dr. Know. Dr. Know may, in its sole discretion, change or discontinue one or both of the Stores at any time.
Appointment As Agent or Commissionaire; Licenses
 
a. Appointment of Dr. Know. The Stores are a forum through which Apps and In-App Products are made available by developers to Dr. Know product and/or platform users. Dr. Know's role is to provide the technology and services to enable this forum, and to process the related purchases, returns and chargebacks for you. You appoint Dr. Know to act as your agent or commissionaire, as applicable, for these purposes and you acknowledge that you, not Dr. Know, are the distributor of the App and/or In-App Product. If your Store App is designated as preinstallable by an OEM or other channel partner, or "channel exclusive", you authorize us to make your Store App available to the designated OEM or channel partner on your behalf. If your App is designated as pre-installable by an OEM or mobile operator, you will have the ability to provide the App (as formatted and signed by Dr. Know) to the designated OEM or mobile operator in accordance with the applicable Documentation and pursuant to an appropriate agreement between you and the designated OEM or mobile operator.

b. Grant of Rights to Dr. Know. You do not transfer ownership of any App to Dr. Know by submitting it, but you do grant to Dr. Know, in its capacity as your agent or commissionaire, the worldwide right to: host, install, use, reproduce, format, make available to customers (including through multiple tiers of distribution), insert third party ad controls selected by you via the Dev Center, and sign the app (including by removing preexisting signatures) all for purposes of exercising Dr. Know's rights and responsibilities under this Agreement, including performing Certification of your App and conducting penetration or other testing for identification of security vulnerabilities. Dr. Know may also evaluate your App periodically after it becomes available in the Stores, to verify that it continues to comply with this Agreement and remains compatible with Dr. Know's products and/or platform. You also grant Dr. Know the worldwide, royalty-free right to publicly perform and display, duplicate and demonstrate your App, pieces of your App, or associated Marks and materials, at trade shows and industry events, and to advertise or promote your App in any and all media. You also grant Dr. Know the worldwide, royalty-free right to indefinitely own the Anonymous Data collected by your App(s) and utilize and resell this information in any capacity that Dr. Know wishes. No Patient Health Indicators (PHI) will be stored in this Anonymous Data.

c. Removing an App Listing. If you use the functionality in the Dev Center to request that Dr. Know remove your App or In-App Product from availability in the Stores (which function may be referred to as the "unpublish" functionality or otherwise), within a reasonable period of time Dr. Know will remove the affected App or In-App Product from the Stores and cease making the affected App or In-App Product available, except as permitted under Section 11.b of this agreement.

d. Product Ratings. The Stores allow users to comment on and rate Apps. Dr. Know may use those ratings and other data to determine the placement or marketing of Apps in the Stores. Your Apps may be subject to user ratings with which you may not agree. You may not attempt to manipulate ratings for your App or any other App. You may contact Dr. Know if you have any questions or concerns regarding these ratings.

e. Right to Use Marks. You grant Dr. Know, its agents, licensees and affiliates the right to use, reproduce, display, publicly perform and publish your entity name, App or portion of your App, In-App Product and the Marks for each App, and to modify your App description solely to correct obvious spelling, grammatical or typographical errors, in connection with the distribution and marketing of the App or In-App Product through the Stores and in any marketing campaigns, presentations and press releases for the App, In-App Product, and/or Stores that Dr. Know may elect to engage in.

f. Privacy Policy. If your app enables access to and the use of any Internet-based or mobile services, or otherwise collects or transmits any user's personal information to you or a third party, you must maintain a privacy policy. You are responsible for informing Customers of your privacy policy (including by submitting that policy to us for display to Customers). Your privacy policy must (i) comply with applicable laws and regulations, (ii) inform users of the information collected by your App and how that information is used, stored, secured and disclosed, and (iii) describe the controls that users have over the use and sharing of their information, and how they may access their information. Covered Parties' privacy policies will not apply to a Customer's use of your App.

g. License to Customer for Store Apps. You, not Dr. Know, will license the right to install and use each App or In-App Product to Customers. You may provide a license agreement to the Customer for your App or In-App Product. That license agreement or other terms that govern a Customer's use of your App (including any privacy policy), or a link to them, must be delivered to Dr. Know for publication via the product description materials you provide to Dr. Know. If you do not provide such materials, then the Standard Application License Terms will apply between you and Customers of your App (as a supplement to your App), as applicable for the market(s) where your App is made available. The Standard Application License Terms are incorporated into this agreement by reference. If you provide your own license agreement, your license must, at a minimum, (a) permit the customer to download and run the App or In-App Product on a minimum number of devices (see below) that are associated with that customer's Dr. Know account, without payment of any additional fees to you (from either Dr. Know or customer), (b) include "disclaimer of warranty" and "limitation on and exclusion of remedies and damages" sections that are at least as protective as the Standard Application License Terms and (c) disclaim any support services from Dr. Know and the customer's phone manufacturer, network operator, device manufacturer and network operator (if applicable). For purposes of subsection (a) above, the minimum number of devices is as follows: for Dr. Know Store Apps, up to five (5) devices. Your license terms must also not conflict with the Standard Application License Terms, in any way, except if you include FOSS, your license terms may conflict with the limitations set forth in Section 3 of the Standard Application License Terms, but only to the extent required by the FOSS that you use.

h. License to Dr. Know Marks. Effective as of the day Dr. Know makes your App available for download in the Stores, and for so long as your App continues to be made available in the Stores, Dr. Know grants you a worldwide, nonexclusive, nontransferable, royalty-free license to use the Dr. Know Marks in connection with advertising for your App in accordance with Dr. Know policies. Dr. Know may change these URLs, but if it does, Dr. Know will use reasonable means to redirect you to any new URLs where these specifications are posted. Dr. Know may, with reasonable notice to you, change the specifications to include new Dr. Know Marks. Dr. Know reserves all rights not expressly granted herein. You may not: (i) use the Dr. Know Marks in a way that may cause confusion about ownership of the Dr. Know Marks or whether the App is a Dr. Know product, (ii) do or say anything that implies affiliation with, or sponsorship, endorsement or approval by Dr. Know other than as contemplated by this Agreement, (iii) use the Dr. Know Marks in a way that implies that non-licensed products meet Dr. Know's Certification Requirements, (iv) register, adopt or use any name, trademark, domain name or other designation that includes or violates Dr. Know's rights in the Dr. Know Marks or any Dr. Know trademark in the Dr. Know Marks, (v) use the Dr. Know Marks in a way that would damage Dr. Know's reputation or goodwill in the Dr. Know Marks, (vi) alter, animate or distort the Dr. Know Marks or combine it with any other symbols, words, images or designs. When you include a trademark footnote in your materials to give notice of your own trademarks or other third party trademarks, you must add the following wording to your trademark footnote: "All other trademarks are the property of their respective owners." Dr. Know is the sole owner of the Dr. Know Marks and associated goodwill, and the sole beneficiary of the goodwill associated with your use of the Dr. Know Marks. You will not acquire any right, title or interest in the Dr. Know Marks because of your use of the Dr. Know Marks. You hereby assign and will assign in the future any rights you may acquire in the Dr. Know Marks as a result of your use of the Dr. Know Marks under this license, along with the associated goodwill. You will reasonably assist Dr. Know at Dr. Know's expense in protecting the Dr. Know Marks. Dr. Know will determine, in its sole discretion, whether to take legal action to enforce or defend its rights in the Dr. Know Marks and will control any legal action concerning the Dr. Know Marks.
App Requirements
 
Each App you submit to Dr. Know for distribution through the Stores must meet the following requirements:

a. Certification Requirements. The App and In-App Product, including any App or In-App Product that contains FOSS, must comply with this Agreement, the Certification Requirements and any other materials provided to you by Dr. Know, as any of these may be revised from time to time.

b. Local Law. The App or In-App Product and your marketing of the App or In-App Product must comply with the laws of each territory or country into which you request distribution of the App. This includes: (i) data protection, privacy and other laws and regulations relating to collection and use of user information by your App, (ii) telecommunications laws, (iii) content ratings regulations, and (iv) export control laws. If you are required to make any disclosures to consumers prior to sale or download of the App, you must provide those in the App description field. Those may include your full contact information, notice that an App supports in-app purchase, or other disclosures. You must make such notices sufficiently prominent as is required by local law. Your App must not require further export, import or technology control licensing from any government. You must disclose to Dr. Know any controlled technology employed, used or supported by your App. You may not use the Stores or any services or tools made available for the development of apps for any illegal activity.

c. Third Party Rights. Your App, including any App that contains FOSS, must not infringe or misappropriate any intellectual property or personal right of any third party. You are, and will continue to be, at your sole cost and expense, responsible for securing, reporting, and maintaining all necessary rights, clearances and consents and paying all licensing fees (including but not limited to applicable public performance license fees to music publishers and/or performance rights and other sums, costs, and/or considerations associated with providing music or video (and all content embodied therein) in and through your App or In-App Product, and for undertaking all associated reporting obligations related thereto. If your app includes FOSS, you must comply with all applicable FOSS licensing terms, including any source availability requirements.

d. FOSS Software. If your App includes FOSS, (i) you are responsible for compliance with all applicable FOSS license terms, including any source code availability requirements, and (ii) it must not cause any non-FOSS Dr. Know software to become subject to the terms of any FOSS license.

e. In-App Commerce. You may elect to support purchasing options from within your App. You are not required to use Dr. Know's commerce engine to support those purchases, but any In-App Purchase functionality that you offer must comply with the Certification Requirements. If you choose to use Dr. Know's In-App Purchase commerce engine, purchases will be subject to the terms of this Agreement, including without limitation the Store Fee, Application Requirements (including the Certification Requirements for In-App Purchases), and licensing and roaming requirements. If your App allows any purchasing from within the App, through Dr. Know's commerce engine or otherwise, you must prominently disclose in your product description that In-App Purchase functionality is available. If your App uses a non-Dr. Know commerce engine, you must disclose that information in the product description.
App Pricing, Payments, Transactions & Taxes
 
a. App Pricing. When you submit an App or In-App Product, you will designate the price (if any) to be charged to customers by selecting one of the App price points that are consistent with the App price points specified by Dr. Know in the Documentation for the applicable geography, and Dr. Know will charge Customers that price (or its reasonable equivalent in local currency) for the license to your App or In-App Product as acquired through the Store(s).

b. Store Fees. The Store Fee you owe to Dr. Know for making your Apps and In-App Products available through the Store will be deducted from payments made to you in accordance with this Section 6.

i. For the Dr. Know Store. The Store Fee for Apps made available in the Dr. Know Store is thirty percent (30%) of Net Receipts.

c. Payment Terms. Dr. Know will pay you applicable App Proceeds, if any, as full compensation for your App as made available to Customers from the Store(s). Payments generally occur on a monthly basis, if they meet the following applicable thresholds:

i. For the Dr. Know Store. If Net Receipts are less than US$200 (or its equivalent in local currency), then Dr. Know may elect to carry forward the amount owed to subsequent months until the total amount owed is at least USD$200 (or its equivalent in local currency).

d. Payment Processing. Dr. Know will pay you the App Proceeds in accordance with Dr. Know's then-current payment policies and in the manner you indicated during the Store Account setup. Dr. Know is not responsible for delay, loss or misapplication of payment because of incorrect or incomplete information supplied by you or a bank or for failure of a bank to credit your account. If you are outside of the United States of America, Dr. Know may remit payment to you in the local currency of your address for payment, using Dr. Know's then current rates for converting USD into or from your local currency. The amount you actually receive will depend in part on the rates and fees imposed by your financial institution and on any applicable tax withholding requirements, and the amount you receive will be inclusive of any sales, use, or value-added taxes that may be chargeable between you and Dr. Know. You must provide Dr. Know (or its third party payment processor) with all financial, tax and banking information requested so Dr. Know can pay you under this agreement. Dr. Know will notify you of any changes to the required information via updates to the Documentation. Your failure to keep such information current and accurate may result in Dr. Know's removal of your App or In-App Product from the Store and forfeiture of amounts owed to you under this Agreement. A Customer will be deemed to have paid in full for your App when Dr. Know receives payment from the Customer, and any failure by Dr. Know to remit the amounts owing to you will not affect a Customer's rights to the App.

e. Retaining Costs. If Dr. Know removes your App or In-App Product from the Store(s) and/or any Customer's device(s) for breach of this Agreement or in response to an allegation of intellectual property infringement, Dr. Know may deduct any costs incurred in connection with the removal of such App or In-App Product from any App Proceeds. If Dr. Know terminates or suspends your Store Account for breach of this Agreement, Dr. Know will deduct any costs incurred in connection with closing or suspending your Store Account from any App Proceeds otherwise payable to you and may retain App Proceeds if appropriate under the circumstances.

f. Taxes on Payments. You are responsible for your own taxes, including taxes unique to where you reside, that are related to payments you may receive under this agreement. You are also responsible for paying any sales, use, or value-added taxes (if any) in connection with the Store Fee that Dr. Know collects from you. If taxes are required to be withheld on any amounts to be paid by Dr. Know to you, Dr. Know will deduct such taxes from the amount owed and pay them to the appropriate taxing authority and will secure and deliver to you an official receipt for any such taxes withheld. Dr. Know will use reasonable efforts to minimize such taxes to the extent permissible under applicable law, and each party will reasonably cooperate with the other to obtain the lowest tax rates or elimination of such taxes pursuant to the applicable income tax treaties.

g. Reconciliation and Offset. You are responsible for all costs and expenses for returns and chargebacks of your App or In-App Products, including the full refund and chargeback amounts paid or credited to customers. Refunds and/or chargebacks processed after you receive the App Proceeds will be debited against your account. Dr. Know may offset any amounts owed to Dr. Know (including the refund and chargeback costs described in this paragraph) against amounts Dr. Know owes you.

h. Taxes on App Transactions. Dr. Know (or its billing service provider or other authorized partner) will collect and remit sales, use, goods and services, value added or similar taxes, if any, applicable to Customers' acquisition of your App and In-App Product through the Stores only in the country(s) and to the extent described in any attached exhibits, as may be revised from time to time. Except as otherwise provided in any associated exhibits, Dr. Know will not remit any sales, use, goods and services, value added or other similar tax in connection with Customers' acquisition of your App or In-App Product. You are responsible for reviewing any associated exhibits in light of your circumstances and determining whether you have an obligation to register, collect, and remit taxes in any country in which you elect to have Dr. Know make your App or In-App Product available to Customers and for complying with any such tax obligations that apply to you. You are also responsible for appropriately identifying the content type for your In-App Products in Dev Center.
Warranties
 
You represent, warrant and undertake to Dr. Know that:

a. You have the power and authority to enter into this Agreement and to fully perform your obligations under this Agreement;

b. Your App and In-App Product, together with all advertising or other materials accessible from or that provide access to your App, complies with and will continue to comply with all requirements of this Agreement, including the Certification Requirements;

c. You are at least 18 years of age (or the age of full legal capacity in your location) on the date you submit your App to Dr. Know;

d. Listing and distribution of your app in the Stores does not and will not violate any agreements to which you are a party or of which you are otherwise aware. You have obtained any and all consents, approvals or licenses (including written consents of third parties where applicable) required for you to make your App or In-App Product available in the Store(s) and for your App to access any Internet-based services, if any, to which the App enables access;

e. Dr. Know's exercise of the rights you grant under this Agreement will not obligate Dr. Know or its subsidiaries to pay any third party any amounts; and

f. The information you provide to Dr. Know under or in connection with this Agreement is true, accurate, current, and complete.
Confidentiality
 
During the term of this Agreement and for five (5) years after, the recipient of Confidential Information under this Agreement will hold in confidence, and will not use or disclose any of the other party's Confidential Information to a third party, except contractors who are performing on the receiving party's behalf and only subject to confidentiality terms at least as protective as this section. "Confidential Information" means all information that a party designates as confidential, or a reasonable person knows or reasonably should understand to be confidential. If Dr. Know exposes you to any customer personal information, then between you and Dr. Know, that personal information is Dr. Know Confidential Information and you will return to Dr. Know, or destroy that information, immediately upon Dr. Know's request. Confidential Information does not include information that is or becomes known to the receiving party without a breach of this agreement or any other confidentiality obligation owed to a disclosing party. If you have any questions as to what comprises Dr. Know Confidential Information, you will consult with Dr. Know. This section does not prohibit either party from responding to lawful requests from law enforcement authorities.
Access to Transactional Data
 
Even though Dr. Know is your agent or commissionaire as described in Section 4.a, Dr. Know will not provide you access to any personal information submitted by customers through the Stores, including transaction data. You waive, release and disclaim any claim or right you may have to request access to such information. Dr. Know's only reporting obligation to you is to provide you the reporting capabilities we are required to provide under applicable tax laws and regulations. The reporting available to you through the Developer Center will provide aggregate information relating to your App downloads and App and In-App Product transactions and Dr. Know's payments to you under this Agreement.
Disclaimer, Limitation of Liability, & Defense of Claims
 
a. DISCLAIMER OF WARRANTY. WE PROVIDE THE STORES AND DEVELOPER CENTER "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE." YOU BEAR THE RISK OF USING THE STORES AND DEVELOPER CENTER. TO THE EXTENT PERMITTED BY LOCAL LAW, DR. KNOW EXCLUDES ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE OF PRODUCT LIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT, RELATING TO THE STORES AND DEVELOPER CENTER. WITHOUT LIMITING THE FOREGOING, COVERED PARTIES EXPRESSLY DISCLAIM ANY WARRANTIES THAT ACCESS TO, OR USE OF, THE STORES OR THE DEVELOPER CENTER WILL BE UNINTERRUPTED OR ERROR FREE.

b. LIMITATION OF LIABILITY. YOU CAN RECOVER FROM DR. KNOW AND ITS AFFILIATES ONLY DIRECT DAMAGES UP TO AN AMOUNT EQUAL TO YOUR ACCOUNT FEE (OR $1, IF THERE IS NO ACCOUNT FEE). YOU AGREE NOT TO SEEK AND WAIVE ANY RIGHT TO RECOVER ANY OTHER LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, PUNITIVE OR INCIDENTAL DAMAGES FROM ANY COVERED PARTY. THESE LIMITS AND EXCLUSIONS APPLY EVEN IF THE COVERED PARTY KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU BECAUSE YOUR STATE OR COUNTRY MAY NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES.

c. Duty to defend. You will defend, indemnify and hold harmless each Covered Party, as applicable, from and against (including by paying associated any costs, losses, damages or expenses and attorneys' fees) any and all third party claims: (i) alleging that your App infringes any proprietary or personal right of a third party; (ii) arising from a failure of your App or In-App Product to comply with any of the Application Requirements; (iii) alleging your breach of this agreement, (iv) relating to the use of or inability to use the App or In-App Product, including any product liability claims; or (v) by any tax authority based on any nonpayment or underpayment of any sales, use, goods and services, value added or other similar tax, including any associated penalties and interest, which you are obligated to pay. Covered Party will (A) notify you promptly in writing of the claim; provided, however, a Covered Party's failure to notify you shall not relieve you of any liability that you may have, except to the extent that such failure materially prejudices your legal rights; and, (B) at your reasonable request, provide you with reasonable assistance in defending the claim. You will reimburse Covered Party for any reasonable out-of-pocket expenses incurred in providing that assistance. You will not make any settlement or compromise of a claim, or admit or stipulate any fault or liability on a Covered Party with respect to any claim covered by this section without such Covered Party's express, prior written consent.

d. Covered Parties who are not party to this Agreement are beneficiaries of this Agreement solely for the purpose of enforcing the rights granted to such Covered Parties in this Section 10.
Term and Termination
 
a. General. This Agreement will remain in effect until terminated. You or Dr. Know may terminate this Agreement at any time for any reason or no reason, upon at least sixty (60) days' written notice. Either party may terminate this Agreement in the event of an uncured material breach of this Agreement by the other party which termination will be effective thirty (30) days after the other party's receipt of written notice of the breach.

b. App Retention. If you or Dr. Know terminate this Agreement or request that Dr. Know remove your App from the Store(s), Dr. Know may retain a copy of the affected App(s) and all Anonymous Data collected by the affected App(s), indefinitely. Unless the App was removed from the Store(s) because of a court order relating to intellectual property infringement, you grant to Dr. Know a perpetual license to reproduce and provide the App(s) and Anonymous Data to Customers who previously downloaded the App(s) under the terms of the Customer's existing license, or for storage management, backup and restore, or technical reasons.
Miscellaneous
 
a. Notices.

i. All notices that you provide to Dr. Know under this agreement must be sent to the following email alias: notices@doc-know.com.

ii. You will identify an individual to serve as the primary developer contact under this Agreement. This primary developer contact will be the default administrator for this Agreement, and will receive all notices unless you change the primary developer contact information by visiting the Dev Center.

b. Contact Information. Dr. Know may disclose your contact information as necessary for Dr. Know to administer this Agreement through its Affiliates and other parties that help Dr. Know administer this Agreement.

c. Assignment. Dr. Know may assign this Agreement (or any rights or duties under it) at any time. You may not assign this Agreement or any rights or duties under it without the express written consent of Dr. Know, except that you may assign this Agreement without Dr. Know's consent (i) to your Affiliate or (ii) in connection with the sale of all or substantially all of your assets. If you assign this Agreement as permitted in this Section 12.c, you agree (A) to provide prompt notice of such assignment to Dr. Know and (B) if the assignee does not already have a Store Account, such assignee shall open a Store Account in accordance with Section 2 of this Agreement within fourteen (14) days after the date of a permitted assignment under this Section 12.c.

d. Subcontractors. Dr. Know may sublicense its rights under this Agreement to third parties or otherwise authorize third parties to assist Dr. Know in performing its obligations or exercising its rights under this Agreement. Dr. Know will, subject to the terms of this Agreement, be responsible for the performance of such third parties.

e. English Language. The parties intend for this Agreement to be written and interpreted solely in English. Any notices required or provided under this Agreement will be in English. In the event of any conflict between the English version of this Agreement or any notices and a translation, the English version will prevail.

f. Choice of Law and Venue. This Agreement is governed by the laws of the state of Tennessee, USA, which apply to the interpretation of this Agreement and to any claims for breach of it, regardless of conflict of laws principles. You irrevocably consent to the exclusive jurisdiction and venue of the courts in Sumner County, Tennessee.

g. Limitation on Claims. To the maximum extent permitted by local law, any claim related to this Agreement or to the Stores must be filed within one year of the claimant first becoming aware of the claim. If it is not filed within that time, then the claim is permanently barred. This applies to you and your successors and to Dr. Know and our successors and assigns.

h. No Waiver. A party's failure to enforce any rights under this Agreement will not be deemed a waiver of the same right on another occasion, or of the right to enforce any other right under this Agreement. Dr. Know's decision to make an App available in the Stores will not be deemed a waiver of any rights Dr. Know may have under this Agreement, including for violations of the Certification Requirements or other content related terms.

i. Survival. Sections of this Agreement that, by their terms, require performance after the termination or expiration of this Agreement will survive.

j. Not Exclusive. This Agreement is nonexclusive, and nothing in this Agreement restricts you or Dr. Know from entering into other, similar agreements with other marketplaces or app developers, or from acquiring, licensing, developing, manufacturing, or distributing similar or competing technologies.

k. Updates. Dr. Know may update this Agreement at any time in its sole discretion. Dr. Know will indicate the last date on which the Agreement was modified at the top of the Agreement. By submitting an App and/or any related materials under this Agreement, you agree to be bound by the terms and conditions contained in the Agreement then in effect on the date of submission. Those terms will apply to Apps that you submit on and after that date, until the terms are updated again. If you do not agree with an update, you have no right to, and must not, submit an App or any related materials.

 
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