Just Jolly App Mart Partner Agreement

This Partner Agreement (the “Agreement”) sets forth the terms and conditions for offering of applications by Partners on the Just Jolly App Mart (the “App Mart”).

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This Agreement is made by and between Just Jolly. (together with its affiliated companies, “Just Jolly”) the operator of the platform and services offered through the www.just-jolly.com website (the “Just Jolly Website”) and a developer (whether entity or person) joining the App Mart or submitting an application to Just Jolly for offering and use through the App Mart (the “Partner” or “You”). Just Jolly and Partner may be referred to herein in each as a “Party” and collectively as the “Parties”. Capitalized terms used herein, unless otherwise defined, shall have the meaning ascribed to them in the Just Jolly Terms (as defined below).

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BY SUBMITTING AN APP, OR BY REGISTERING AS A PARTNER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT, INCLUDING ANY FUTURE MODIFICATIONS THERETO. YOU ARE THEREFORE ENCOURAGED TO REVIEW THIS AGREEMENT FORM TIME-TO-TIME TO MAKE SURE YOU ARE AWARE OF ITS CURRENT TERMS.  IF, AT ANY TIME, YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT AS IN FORCE AT SUCH TIME, YOU SHOULD NOTIFY JUST JOLLY, AND SUCH NOTIFICATION SHALL BECOME EFFECTIVE NINETY (90) DAYS FOLLOWING SUCH NOTICE. NOTWITHSTANDING THE FORGOING, JUST JOLLY SHALL HAVE THE RIGHT TO TERMINATE YOUR ACCOUNT AS A PARTNER AND REMOVE YOUR APPS FROM THE APP MART AT ANY TIME FOLLOWING SUCH NOTICE.

1. Introduction

The App Mart enables Partners to offer registered Just Jolly users (hereinafter: “Users” or “Just Jolly Users”) applications and/or software services (the “Apps”). The Apps shall be offered to the Users through the Just Jolly App Mart located at: https://www.just-jolly.com/app-mart, and/or as part of the various services offered by Just Jolly on the Just Jolly Website.

2. Incorporation of Just Jolly Terms of Service and Privacy Policy

In addition to the terms of this Agreement, the Just Jolly Terms of Service (available at https://www.just-jolly.com/legal/tos), the terms and conditions of Just Jolly’s Privacy Policy (available at https://www.just-jolly.com/legal/privacy-policy), the Just Jolly App Mart Terms of Use (available at https://www.just-jolly.com/legal/app-mart-terms-of-use) the App Mart Guidelines (available at https://www.just-jolly.com/legal/app-mart-guidelines, and Just Jolly Developers Terms of Use ; (each, as may be amended by Just Jolly from time-to-time; collectively, the “Just Jolly Terms”), are incorporated herein by reference, and shall govern the relationship between Just Jolly and Partner, in addition to this Agreement. By registering or submitting information or an App to Just Jolly, or by registering as a Partner, you acknowledge that you understand and agree to be bound by all the provisions of the Just Jolly Terms which shall be deemed as an integral part of this Agreement.

3.  Partner Account

To submit an App to the App Mart you must register as a Just Jolly Developer. Your account is only for your own use, and you are responsible for all activities through your account. If you fail to keep your account in good standing (for example, by giving Just Jolly incorrect or outdated information or by violating this Agreement) Just Jolly may revoke your account, remove your App(s) from the App Mart, delete any App ratings and reviews, retain associated account fees payable to you, and pursue any other legal remedies available to Just Jolly.

4. No limits on App Offering

Just Jolly may offer any Apps or services to its users, including, but not limited to, Apps and/or services that are similar to those already offered, or that have been submitted for offering on the App Mart and that were provided by any Partner or by Just Jolly itself.

5. The App Mart

5.1. General.

The App Mart is a web-based platform which is part of the Just Jolly Website, through which Apps are offered to Just Jolly Users as add-ons to their Just Jolly content or as integrated services empowering their websites (https://www.just-jolly.com/app-mart). The Apps are offered to the Users by Just Jolly, and unless agreed otherwise in writing, Just Jolly shall process all related purchases, returns and chargeback transactions related to the offered Apps (each, a “Billing Action”) on behalf of the Partners providing such Apps and Partner appoints Just Jolly to act on its behalf for these purposes. In relation to certain Apps, Just Jolly may determine in writing that certain Billing Actions shall be conducted by the Partner directly (such Apps shall be referred to herein as “Partner Billed Apps”). Just Jolly shall have the right to convert any Partner Billed App to an App billed by Just Jolly at any time, subject to a thirty (30) days prior written notice to the Partner.

5.2. Right to Use.

Partner grants Just Jolly a worldwide right and license, for no consideration, for as long as the App is offered to or used by Users on or through the Just Jolly Website, to host, install, use, reproduce, copy, save, format and make the App available to Users for the purpose of exercising Just Jolly’s rights and responsibilities under this Agreement.

5.3. Right to Use Partner’s Marks.

To facilitate the offering and promotion of an App, Just Jolly shall have the right to use, reproduce and display the Partner’s and the App’s name and trademarks (the “Partner Marks”). The use of such Partner Marks shall be limited to use on the Just Jolly Website and in promotional and marketing activities conducted by Just Jolly from time to time.

5.4. Right to Use Just Jolly Marks.

Partner shall have the right to use Just Jolly logos and brand names (the “Just Jolly Marks”) in reference to the fact that the Partner’s App is offered on the App Mart and under and according to the App Mart Guidelines (available at https://www.just-jolly.com/legal/app-mart-guidelines) and Just Jolly’s Design Assets & Guidelines (available at https://www.just-jolly.com/help-center-article/design-assets-%26-guidelines). Partner may not use or display Just Jolly Marks other than in compliance with the guidelines detailed in this clause without Just Jolly’s prior written consent.

5.5. Restrictions on Partner’s Use of the Just Jolly Marks.

Notwithstanding Section 5.4, Partner will not: (i) use the Just Jolly Marks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs), products or services (including without limitation, in the name or design of any App), unless granted express written permission by Just Jolly in advance of each use; or (ii) purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses or domain names that use the Just Jolly Marks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Just Jolly Marks.

6. Submission, Approval and Offering of Apps

6.1. Submission.

You must submit each App that you wish to offer to Users through the App Mart, as well as any material updates to such Apps, for Just Jolly’s prior approval. Any such updates shall be subject to the terms and conditions set forth in this Agreement.

6.2.  App Requirements.

An App submitted to the App Mart must be in compliance with the following requirements:

(i) the App must be configured and adjusted to work with the Just Jolly Website (For integration with Just Jolly or any of Just Jolly services);

(ii) the App must be fully functional and tested for bugs and defects;

(iii) the App must comply with all terms and conditions set forth in this Agreement, including the Just Jolly Terms;

(iv) the App must comply with any other requirements provided to you by Just Jolly;

(v) the App must comply with all applicable laws including, but not limited to: (a) data protection, privacy and other laws and regulations relating to collection, processing, use and sharing of personal information by such App, as detailed in Section 6.3 below; and (b) applicable telecommunications laws;

(vi) the App must not infringe or misappropriate any intellectual property or personal right of any third party.

6.3. Compliance with Privacy Laws and Regulations.

Without limiting Partners’ other representations, warranties and obligations under this Agreement, to the extent Partner performs any form of Processing activity with respect to or in connection with any Personal Data of Users or of Just Jolly Users’ website visitors (collectively, “User Data”), then Partner and Partner’s App(s) offered in the App Mart, must comply with all applicable privacy and data protection laws, including (but not limited to) the General Data Protection Legislation ((EU) 2016/679) (GDPR) and any applicable national implementing laws, regulations and secondary legislation relating to the Processing of Personal Data (collectively, “Data Privacy Laws”), including, without limitation, any and all consent or notice requirements.

6.3.1 The terms below shall have the following meanings:

6.3.1.1 “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

6.3.1.2 “Data Subject”, “Personal Data”, “Processing” or “Process”, “Controller”, as used in this Section 6.3, shall have the meanings given in the GDPR.

6.3.2 Roles of the Parties.

The Parties agree that each will act as a Controller with respect to Personal Data of Users. It is acknowledged that each party is a separate, independent Controller of Personal Data of Users. Personal Data of Users will not be processed by the Parties as joint controllers as referred to in Article 26 of the GDPR. Each Party shall be independently responsible for compliance with its obligations as a Controller under applicable Data Privacy Laws.

6.3.3 Privacy Policy.

 If an App collects or transmits any personally identifiable information of Users or of Just Jolly Users’ viewers and followers, Partner must maintain and comply with a comprehensive privacy policy. Partner shall be responsible for informing all Users of such privacy policy, including by providing access to such policy through a provided link and, if requested, (ii) submitting such policy to Just Jolly for display to Users in the App Mart and ensuring that Just Jolly is able to display notice of such privacy policy in accordance with this Agreement and all applicable laws or regulations. Such privacy policy must: (i) comply with all applicable laws and regulations; (ii) inform Users regarding the information collected by the App, and the manner in which such information is used, stored, secured and disclosed, including the categories of third parties to which information may be disclosed (including Just Jolly and/or any other Partners offering other Apps serving the same Just Jolly User, as further detailed in Section 6.10 below); (iii) describe the process by which Partner notifies its Users of material changes to such privacy policy; and (iv) describe the controls that Users have over the use and sharing of their information, and how they may access their information.

6.3.4 Security.

6.3.4.1 Partner shall implement appropriate technical and organizational measures to ensure an appropriate level of security of User Data, including, but not limited to, as appropriate and applicable, the measures referred to in Article 32(1) of the GDPR.6.3.4.2 Partner shall protect User Data and will not make any technical or organizational changes to an App that could expose the User Data to potential risks which may impair the integrity, availability or reliability of the User Data. In case Partner wants to make changes to an App, such as changing the data location storage, changing the cloud provider, or any other changes that may compromise the integrity, availability or reliability of User Data, then Partner must obtain Just Jolly's prior approval before making such changes.

6.3.4.3 Partner shall ensure that User Data will be configured to prevent unauthorized access by networks, operating systems and databases. In addition, Partner shall ensure that User Data will be pseudonymised, anonymised, encrypted, or a combination of these methods, both in transit and at rest.

6.3.4.4 In order to receive, process, host, or access all types of data deriving from Just Jolly, Partner and/or Partner's subcontractors or anyone on their behalf shall only use the following cloud computing (including cloud hosting) providers: Google Cloud Platform; IBM Cloud Services;  AWS - Amazon Web Services; Microsoft Cloud Services;  Salesforce.com or  Oracle Cloud Platform. Partners may use cloud computing and/or cloud hosting providers other than the ones listed above, only after obtaining Just Jolly's express, prior written consent.

6.3.5 Software Development.

(i) Partner shall have and follow Secure Coding Guidelines based on best practice. All software developers working with Partner or on Partner's behalf must comply with Partner's Secure Coding Guidelines;

(ii) Partner shall store it's code in a secure and restricted location;

(iii) Partner's code shall be reviewed by more than one developer, and the code review process shall be documented;

(iv) Partner's code shall be tested against the sans.org top 25 software errors;

(v) An App shall be reviewed and tested by a third party for any security vulnerabilities before submitting the App to the App Mart;

(vi) Partner shall be obligated to share with Just Jolly all security vulnerabilities found in an App and shall be obligated to immediately take the required actions to correct such security vulnerabilities;

(vii) Partner shall perform a security assessment for an App on a regular basis.

6.3.6 Personal Data Breach.

Partner shall promptly notify Just Jolly within no later than 24 hours (or a shorter period of time if required under the applicable Data Privacy Laws) and the User of any actual or suspected data security compromise involving User Data. Partner shall promptly take steps to contain and control any unauthorized access to or misuse of User Data and continue to promptly provide information relating to the investigation and resolution of the data security compromise until Just Jolly determines that the data security compromise has been resolved.

6.3.7 Third Party Processors.

Each Party may transfer Personal Data to and otherwise interact with third-party data Processors. Each Party agrees that if it transfers Personal Data or otherwise interacts with a third-party data Processor, it will enter into a separate contractual arrangement with each such Processor to ensure compliance with its obligations under applicable Data Privacy Laws and hereunder.

6.3.8 Cross-Border Data Transfers.

Each Party shall not transfer any User Data received from the other Party outside of the EEA, Switzerland and the UK unless the transfer complies with the relevant provision of Data Privacy Laws.

6.3.9 Data Minimization.

Partner shall limit its User Data Processing activities only to the extent required to operate the Partner’s App and to provide the App’s services to the Users. Partner is prohibited from Processing, either directly or through a processor, any User Data provided to Partner by Just Jolly for the purposes of marketing, advertising, sales, personalization, except at the instruction of the User and in compliance with applicable Data Privacy Laws. Partner shall not include User Data provided to Partner by Just Jolly in any product or service offered by Partner to third parties without the applicable User consent or in manner that constitutes a “sale” under the CCPA.

6.3.10 Data Subject Rights.

Each Party shall assist the other Party, to the extent reasonably requested, to comply with any of such other Party’s statutory obligations concerning requests to exercise Data Subject rights under applicable Data Privacy Laws.

6.3.11 Retention; Deletion or Return of Personal Data.

Subject to applicable Data Privacy Laws, each Party will retain Personal Data only for as long as necessary to satisfy the purposes for which it was provided to such Party, or to the extent required by applicable Data Privacy Laws.

6.3.12 Cookies.

In case Partner uses cookies and/or other similar tracking technologies (collectively, “Cookies”) to track Just Jolly Users, Partner will place a clear and comprehensive notice explaining which Cookies are used by Partner, the type of information Partner may obtain from Just Jolly Users by use of such Cookies, and obtain appropriate consents. In addition, Partner will refer, or will make available, Just Jolly Users and any of Just Jolly Users to Partner privacy and Cookies policies. With respect to any Just Jolly Users’ website that uses a Cookies management tool to enable such website’s visitors to select their Cookie preferences and manage their Cookies consents, Partner’s App shall adhere to and comply with the Just Jolly Users cookie preferences.

6.3.13 Non-compliance with Data Privacy Laws.

In the event of any non-compliance by Partner with any of the terms of this section or any applicable Data Privacy Laws, Just Jolly shall have the right to immediately remove or suspend the offering of the Partner’s App on the App Mart and terminate the Partner Agreement.

6.4 Approval of Apps.

Prior to making any App available in the App Mart, Just Jolly, or a third party on its behalf, will review, test and evaluate each App (including any updates or changes) submitted by Partner. Just Jolly will make an App available in the App Mart after it is approved by Just Jolly at its sole discretion (and with no obligation to provide any reasoning in case of disapproval). Just Jolly, or a third party on its behalf, may review, test and evaluate any Apps available in the App Mart periodically, to verify such Apps continue to comply with this Agreement. Just Jolly further reserves the right to conduct technical audits, without notice to Partner, of Partner’s compliance with this Agreement pertaining to the collection, use, or sharing of personal information of Users or their website visitors. Partner agrees to cooperate with Just Jolly in the reviewing, testing and evaluation process and to answer questions and provide information and materials reasonably requested by Just Jolly. Just Jolly may require Partner to make adjustments and/or modifications to its App, as necessary to ensure the App’s compliance with this Agreement. Partner shall make such required adjustments within a reasonable period of time as determined by Just Jolly.

6.5 Offering of Apps.

After an App is approved by Just Jolly, it shall be made available in the App Mart in a location, form of display and form of promotion as determined by Just Jolly at its sole discretion. It is clarified that Just Jolly shall have no obligation to include any App in the App Mart even if such App was previously approved by Just Jolly. Just Jolly may promote an App with sales and Partner hereby provides its consent and approval for such promotional activities of Just Jolly.

6.6 Removal of Apps.

Just Jolly may remove or suspend any App from the App Mart, at any time, at its sole discretion, with no obligation to provide any explanation or prior notice and with no liability to Partner. Just Jolly may also discontinue the use of any App by Just Jolly Users if Just Jolly believes that the use of such App infringes rights of any third party or may damage Just Jolly or its Users. Unless the App is removed or suspended due to breach of this Agreement or as a result of an infringement allegation, Just Jolly shall pay Partner all amounts owed to Partner, in connection with the use of the App by Users prior to such removal or suspension of the App.

6.7 Withdrawal of Apps.

Partners may remove an App from the App Mart by providing a ninety (90) days prior written notice to Just Jolly. During such ninety (90) days period, Partner shall be obligated to maintain the App and provide all support services to the Users. Notwithstanding the foregoing, Just Jolly may, at its sole discretion, remove the App from the App Mart prior to the expiration of such ninety (90) days period.

6.8 Sharing of Information with Just Jolly.

Subject to any applicable Data Privacy Laws, Partner shall be obligated to share with Just Jolly at any time, within no later than thirty (30) days from Just Jolly’s request, any and all Visitor Data. For the purpose hereof, “Visitor Data” shall mean statistical, non-personal information regarding the activities of visitors to Just Jolly Users data that is collected by Partner through or in connection with an App provided by Partner. Visitor Data shall not include any information or data of Partner or Just Jolly Users. Such sharing of Visitor Data shall be done via a developer tool to be provided by Just Jolly. Without derogating from the foregoing, Partner agrees that Just Jolly, at its sole discretion, may retrieve, save, and make use of the Visitor Data. Just Jolly may also share the Visitor Data with third parties, in order to allow Just Jolly users to share, extract, import and export and use information and data between different apps used by them.

6.9 Adjustment of Apps to Maintain Compliance.

Just Jolly may require Partner to make adjustments and/or modifications to its App, as necessary to ensure the App’s proper operation and compatibility with any changes taking place in Just Jolly’s infrastructure (or to certain components or elements thereof), policies or procedures. Partner shall make such required adjustments within a reasonable period of time, but in any case, by no later than ninety (90) days from the date Partner was first requested to do so by Just Jolly. Such adjustments may be required for example, for proper operation of the App with (i) the billing and/or processing systems used for the App; (ii) data collection tools; (iii) data aggregation systems; (iv) any systems used for the storage of Just Jolly Users’ and (v) login tools. For the avoidance of doubt, such modifications or adjustments shall not affect or change the commercial terms of this Agreement in any manner.

6.10 Economic Sanctions and Export Controls.

Partner represents and warrants that none of the Partner, its subsidiaries, or any director or officer thereof, is, or is owned or controlled by individuals or entities that are: (i) the target of any sanctions administered or enforced by the Indian Government, the Indian State Government or any other Indian government agency or department, the United Nations Security Council, the European Union or Her Majesty Treasury and/or the target of any Indian sanctions (collectively, "Sanctions"), or (ii) located, organized or resident in a country or territory that is the subject of comprehensive territorial Sanctions.  

Partner acknowledges that any use of its App and any related products and services (the "App Usage") may not be provided to or used by any person in any of the countries that are subject to comprehensive economic sanctions under the EAR, OFAC, or Indian regulations. Partner shall not allow and fully restrict any usage relating to its App(s) from Users (individuals and entities) identified on any Sanctions list, including but not limited to OFAC’s Specially Designated Nationals and Blocked Parties List (the "SDN List"), entities owned 50% or more by any individuals or entities on the SDN List, or individuals or entities that are located in any comprehensively sanctioned country.

Partner acknowledges that the App Usage may be subject to Indian or other export, re-export, and in-country transfer laws, regulations, and rules (the "Export Controls”). It is agreed that the applicable Export Controls regulations shall govern the App Usage and that no data, information, software program, technology, source code, encryption functionality, and/or materials resulting from the App or its related products or services, shall be made available to any person, directly or indirectly, in violation of Export Controls. Partner shall (i) be solely responsible to check the applicable Export Controls regulations and any updates or modifications thereof; (ii) be solely responsible to strictly comply with Export Controls at all times during which this Agreement is in force; and (iii) be liable for any infractions or imposed sanctions thereunder.

7. Responsibility for App

7.1 Content and Services.

Partner has, and shall have, the sole responsibility for (i) all content of such App (including use of any patents, registered designs, design rights, trademarks, trade and business names, copyright and related rights, logos and icons) and (ii) the development, proper operation and maintenance of the App and the provision of services to Users. Partner acknowledges and agrees that Just Jolly has no responsibility or liability of any kind for any content, development, operation and maintenance and provisions of services to Users of or by the App.

7.2 Responding to Claims.

If Just Jolly receives a claim from a third party concerning an App, Just Jolly may refer such claim to Partner. Partner must respond to the claim within 24 hours, and take any and all actions required for the App to comply with the law. If Partner discovers or is notified that an App violates the terms of this Agreement or the Just Jolly Terms, Partner shall be obligated to immediately take the required actions to correct such violation.

7.3 Additional Terms of Use.

Just Jolly may, from time to time, instruct Partner to incorporate certain terms and conditions for the use of an App that shall be approved and accepted by the Users of such App, in order to comply with applicable laws. Furthermore, Just Jolly shall have the right, at its sole discretion, to add notifications and/or terms and conditions for use of an App directly (by including such notifications and/or terms and conditions in the purchase page of such App).

8. Specific Commercial Terms

Just Jolly may agree to provide specific commercial terms to a Partner and/or in relation to a specific App. In such an event, Just Jolly and Partner shall execute an addendum to this Agreement stipulating any such agreed specific terms. Any addendum executed between Just Jolly and Partner shall be deemed as an integral part of this Agreement and its provisions shall prevail over the terms of this Agreement.

9. Pricing

9.1 Pricing.

Upon submission of each App to Just Jolly, Partner shall state to Just Jolly its price offering of such App. Any change to the offering/pricing of any App shall be subject to a thirty (30) day prior written notice to Just Jolly. In such time Just Jolly will have the option (at its sole discretion) to remove the App from the App Mart.

9.2 Taxes; Exchange Rate.

Partner shall be responsible for the payment of any and all taxes assessments, fees and other governmental charges of any kind (collectively “Taxes”) applicable to the conduct of Partner’s business. The payments made by Just Jolly to Partner shall be subject to any applicable withholding tax obligations (if any). If an App price is presented in any currency other than U.S. Dollars, Just Jolly will have the sole discretion to determine the exchange rate applicable to the App and to set off any exchange rate costs incurred to Just Jolly as result of payment in any non U.S. Dollar currency.

9.8 Right to Change.

Just Jolly shall have the right to cancel or modify the Partner compensation program and/or the pricing information set forth above upon a ninety (90) day prior notice. Partner may choose to terminate this Agreement after such period has elapsed without affecting Just Jolly’s rights under this Agreement during such ninety (90) day period.

10. Partner Warranties

By submitting an App or registering as a Partner, Partner represents, warrants that:

10.1.

Partner has the power and authority to enter into this Agreement and to fully perform all obligations hereunder;

10.2.

The App submitted to Just Jolly, together with all advertising or other materials accessible from or that provide access to such App, complies, and will continue to comply, with all the requirements of this Agreement;

10.3.

Partner is at least 18 years of age (or the age of majority in jurisdiction of residence) on the date the App is submitted by Partner to Just Jolly;

10.4.

Inclusion and offering of the App in the App Mart does not and will not violate any agreements to which Partner is a party or of which Partner is otherwise aware, and does not and will not misappropriate or infringe the intellectual property or proprietary rights of any third party;

10.5.

Just Jolly’s exercise of the rights Partner grants Just Jolly under this Agreement will not obligate Just Jolly or any of its affiliates or subsidiaries to pay any third party any amounts; and

10.6.

The information Partner provided to Just Jolly under or in connection with this Agreement and as part of the registration to the App Mart is true, accurate, current, and complete.

11. Confidentiality

11.1. Confidential Information.

Confidential Information (as defined below) of Just Jolly that Just Jolly may disclose to Partner as a result of Partner’s participation in the App Mart may be used by Partner solely for the purpose(s) of performing Partner’s obligations or exercising Partner’s rights under this Agreement. Partner will not disclose any Confidential Information to any individual, entity or other person, except to those of partner's employees who require access to such Confidential Information to perform their obligations under this Agreement or the Just Jolly Terms.

For purposes hereof, “Confidential Information” shall mean any proprietary and nonpublic business, marketing, or technical information of Just Jolly, including, without limitation, data, technology, know-how, inventions, discoveries, designs, processes, formulations, models, equipment, algorithms, software programs, interfaces, documents, specifications, information concerning research and development work, and/or trade and business secrets. Confidential Information will also include information disclosed by Just Jolly which relates to current, planned or proposed products, marketing and business plans, forecasts, projections and analyses, financial information, and customer information. In all cases, Just Jolly’s Confidential Information shall include the terms of this Agreement, and any other information that is marked “confidential” or “proprietary” or that given its nature should reasonably be considered to be Confidential Information. Confidential Information may also include Just Jolly Users’ and visitors information. Confidential Information shall not include, however, information that Partner can show through documentary evidence is (i) already known to Partner, or is publicly available at the time of disclosure to Partner; (ii) becomes known to the general public after disclosure through no act or omission of the Partner in breach of this Agreement; (iii) is disclosed to Partner by a third party who is not, to the knowledge of Partner, in breach of an obligation of confidentiality; or (iv) was, is or will be independently developed by Partner without use of the Confidential Information.

11.2 Protection of Confidential Information.

Partner shall at all times, either during or after the Term, keep and hold such Confidential Information in the strictest confidence, and shall not use such Confidential Information for any purpose other than as may be reasonably necessary for the performance of its duties under this Agreement.

11.3 Unauthorized Use or Disclosure.

Partner acknowledges that any unauthorized use or disclosure of any Confidential Information may cause irreparable damage to Just Jolly or its licensors or users.  If an unauthorized use or disclosure occurs, Partner will promptly notify Just Jolly and take, at Partner’s expense, all steps necessary to recover the Confidential Information and to prevent its subsequent unauthorized use or dissemination, including availing itself of actions for seizure and injunctive relief. If Partner fails to take these steps in a timely and adequate manner, Just Jolly may take them in its own or Partner's name and at Partner's expense.

11.4 Partner Information.

Just Jolly shall keep the confidentiality of any information of Partner that is provided to Just Jolly by Partner and which is designated in writing by Partner as confidential at the time of its provision to Just Jolly.

12. Disclaimer, Limitation of Liability, and Defense of Claims

12.1 DISCLAIMER OF WARRANTY.

JUST JOLLY PROVIDES THE APP MART “AS-IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” PARTNER BEARS THE RISK OF USING THE APP MART. TO THE EXTENT PERMITTED BY APPLICABLE LAW, JUST JOLLY 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 APP MART AND PARTNER PORTAL.

12.2 LIMITATION OF LIABILITY.

PARTNER CAN RECOVER FROM JUST JOLLY AND ITS AFFILIATES ONLY DIRECT DAMAGES, EXCEPT FOR DAMAGES CAUSED BY NEGLIGENCE OF PARTNER OR NON-COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS. PARTNER AGREES NOT TO SEEK AND IT WAIVES ANY RIGHT TO RECOVER ANY OTHER LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, PUNITIVE OR INCIDENTAL DAMAGES WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF PARTNER OR USERS OF ITS APPS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE OF THE APPS, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH JUST JOLLY (OR ITS RELATED PERSONS) MAY INCUR IN ANY ACTION OR PROCEEDING RESULTING FROM OR CONNECTED TO THE RELATIONSHIP CONTEMPLATED HEREUNDER EXCEED AN AGGREGATE TOTAL AMOUNT OF USD 50,000. THE RELATIONSHIP BETWEEN A USER AND PARTNER IS STRICTLY BETWEEN THE USER AND PARTNER, AND JUST JOLLY IS NOT OBLIGED TO INTERVENE IN ANY DISPUTE ARISING BETWEEN THE USER AND PARTNER. UNDER NO CIRCUMSTANCES SHALL JUST JOLLY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXTRAORDINARY, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, THAT RESULT FROM OR RELATE TO PARTNER’S RELATIONSHIP WITH ANY USER

12.3 Defense of Claims.

Partner will defend, indemnify and hold harmless Just Jolly and its subsidiaries and affiliates  upon Just Jolly’s first request from and against (including by paying any associated costs, losses, damages or expenses and attorneys’ fees) any and all third party claims, including any initiated by a government agency or official: (i) that any App infringes, violates, or misappropriate any proprietary or personal right of a third party, including without limitation infringement of third parties privacy rights; (ii) alleging Partner’s breach of any term of this Agreement (including any documents it incorporates by reference) or any term of an agreement entered into between Partner and the User governing User’s use of the App; (iii) Partner’s gross negligence or wilful misconduct; (iv) relating to the use of or inability to use of the App and/or performance, non-performance or improper performance of the App, including any product liability claims. Just Jolly will notify Partner promptly in writing of the claim and, at Partner’s reasonable request, provide reasonable assistance in defending the claim. Partner will reimburse Just Jolly for any reasonable out-of-pocket expenses incurred in providing such assistance. Partner will not make any settlement or compromise of a claim, or admit or stipulate any fault or liability on Just Jolly part with respect to any claim covered by this section without Just Jolly’s express, prior written consent.

13. Term and Termination

13.1 Term and Termination.

Partner’s participation in the App Mart shall commence upon Just Jolly’s acceptance of the Partner’s App and shall end upon providing of a termination notice by either Party in accordance with the provisions of this Section 13 (the “Term”). Just Jolly may terminate the Term at any time, with or without cause, by giving Partner a thirty (30) days prior written termination notice. Partner may terminate this Agreement at any time, with or without cause, by giving Just Jolly a ninety (90) days prior written notice of termination.

13.2 Effect of Termination.

Termination of this Agreement by any Party will result in the deactivation of Partner’s account with Just Jolly and the removal of all Apps submitted by such Partner to the App Mart. Partner shall be obligated, unless otherwise instructed by Just Jolly, to continue to provide all services that existed prior to the termination notice to all existing Users who purchased such services prior the termination notice until the end of their applicable subscription period. In the event Just Jolly instructs Partner to immediately cease providing all services to all existing Users, Just Jolly will refund pro-rata such Users for the subscription fees and any other fees paid by them for services of Partner that have not been provided.

13.3 Termination for Breach.

In the event of a breach of any of the terms of this Agreement or any of the Just Jolly Terms by a Partner, Just Jolly may, at its sole discretion, terminate this Agreement immediately, without prior notification (discontinuing the availability of all Apps submitted by such Partner), and Just Jolly shall be entitled, as part of its remedies for such breach.

13.4 Survival Clause.

This Section 13.4, Section 11 (Confidentiality) and Section 12 (Disclaimer, Limitation of Liability, and Defense of Claims) will survive any termination or expiration of this Agreement. In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.

14. Miscellaneous

14.1 Notices.

All notices provided by a Partner to Just Jolly under this Agreement must be sent to Just Jolly to the following email address: justjolly.developer.help@gmail.com.

14.2 Assignment.

Just Jolly shall have the right to assign and transfer this Agreement and/or its rights and obligations hereunder with no limitations. Partner may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Just Jolly; provided, that, Partner may assign this Agreement and its respective rights and obligations hereunder, in connection with any merger, consolidation, reorganization or restructuring, or the sale of substantially all of its assets and shares, provided, that the ultimate parent entity and the successor entity in such transaction assumes all of Partner’s obligations under this Agreement, and provided further that Partner gives at least ten (10) days prior written notice of such assignment to Just Jolly. Notwithstanding anything to the contrary herein, in such event Just Jolly shall have the right to terminate this agreement with immediate effect.

14.3 Amendments and Modifications.

Just Jolly may modify any of the terms and conditions of this Agreement at any time, and at its sole discretion. Notice of any change by e-mail, to Partner’s address as provided to Just Jolly, or posting a change notice, or a new agreement on the Just Jolly Website, shall be considered sufficient notice to Partner of a modification to the terms and conditions of this Agreement.

14.4 Governing Law and Jurisdiction.

This Agreement, and all matters arising out of or relating to this Agreement, will be governed by the laws of the State of Indial without reference to choice of law provisions. The parties expressly exclude the United Nations Convention on Contracts for the International Sale of Goods from application to this Agreement. Any legal action or proceeding relating to this Agreement will be instituted in the courts of Delhi, India. The parties agree to submit to the exclusive jurisdiction of, and agree that venue is proper in such courts in any such legal action or proceeding.

14.5 Limitation on Claims.

To the maximum extent permitted by local law, any claim related to this Agreement or to the App Mart must be filed within one (1) year of the claimant first becoming aware of the claim. If it is not filed within that time, then the claim is permanently barred.

14.6 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. Just Jolly's decision to make an App available on the App Mart will not be deemed a waiver of any rights Just Jolly may have under this Agreement.

14.7 Independent Contractors.

The Parties to this Agreement are independent contractors. Neither Just Jolly nor Partner will have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party, except where the Partner expressly authorizes Just Jolly to act on its behalf in this Agreement. This Agreement will not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

14.8 Acknowledgement.

PARTNER HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS IT, HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL AND ACCEPT THE OBLIGATIONS, WHICH IT IMPOSES UPON PARTNER WITHOUT RESERVATION. PARTNER HAS ALSO TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO PARTNER TO INDUCE HIM/HER/IT TO ACCEPT THIS AGREEMENT. PARTNER AGREES TO THE TERMS OF THIS AGREEMENT VOLUNTARILY AND FREELY.