Updated: 05/05/2016

Users’ Agreement

ASOdesk ('ASOdesk') welcomes you (‘User’) to use ASOdesk online software (‘Software’) described herein in accordance with the terms of this User’s Agreement.

These Users’ Agreement, the applicable payment terms and the applicable selections made by User in its personal User’s interface («User’s Interface») shall be collectively referred to as «this Agreement». By clicking the acceptance button or accessing and using any part of the Software described herein, User agrees to and consents to be bound by all of the terms of this Agreement. If User does not agree to all of the terms of this Agreement, the User may not access and use any part of Software.


Definitions

‘App’ means proprietary mobile software application or any similar software developed and/or owned by User or third party that is sold, streamed, transmitted, is available for download or otherwise made available to any consumers, customers, or other users via App Stores with the help of customers’ mobile devices.

‘App Store’ means a mobile software distribution platform (Apple App Store, Google Play Store, and any other similar online stores) accessible via Internet with the help of customers’ devices.

‘License fee’ means an amount of money paid by User to ASOdesk for using Software.

‘Software’ means the ASOdesk’s online software tool located at website http://asodesk.com and accessible via User’s Interface that User can use to receive the Software-processed and personalized information from open sources about Apps that are available in App Stores including keywords positions, competitive market analysis, regular feedback reports, regular release announcements, and other data relating to Apps.

‘User’s Account’ means an individual record with its unique ID and password that ASOdesk creates for User upon the registration at https: http://asodesk.com.

‘User’s Interface’ means online point of interaction from ASOdesk provided to User through which User may access Software and may set and preconfigure Software to receive the personalized information about chosen App(s).


ASOdesk’s License

ASOdesk grants User a license to use Software on a non-exclusive basis and provides User with User’s Account and User’s Interface so long as User pays License fee and uses Software in accordance with the terms and conditions stipulated under this Agreement.

ASOdesk grants User through User’s Interface:

– the ability to monitor chosen App(s);

– the ability to get the Software-processed and personalized information about chosen App(s) (keywords positions, competitive market analysis, regular feedback reports, regular release announcements, etc.).

This Agreement does not convey title or ownership of Software from ASOdesk to User but instead gives User only the limited rights and abilities set forth above. ASOdesk reserves all rights not expressly granted by this Agreement.


Registration

In order to use Software User must complete the registration process at http://asodesk.com.

The access to Software is open to legal entities and individuals aged of more than 18 (eighteen) years old with the full legal capacity to conclude this Agreement.

Each User is entitled to create only one (1) User’s Account, except in case of prior written approval of ASOdesk otherwise ASOdesk reserves the right to deactivate duplicates User’s Accounts without any prior notice.

ASOdesk may check all registration applications for suitability to receive access to the Software in its sole discretion and will inform the User via email if his registration application has been approved within seven (7) business days or less.

ASOdesk will create User’s Account and confirm to User its ID and password in order to access Software via User’s Interface if and after User’s registration application is approved.

User is strictly prohibited from providing access to Software to any person or entity other than User’s direct employee or contractor.

User shall be solely responsible for all usage and activity on its User’s Interface and for loss, theft or unauthorized disclosure of its ID and password. User agrees to provide ASOdesk with a written notification of any known or suspected unauthorized use of its User’s Interface or any breach of the security of its User’s Account.


Free Trial period

ASOdesk may grant User a one-time free trial period to use Software.

Free Trial Period is determined and limited by ASOdesk at its sole discretion.

If the Free Trial period is chosen, User shall pay the License fee according to this Agreement not later Free Trial period ends otherwise ASOdesk may suspend User’s Account and disable User’s Interface.


Payment terms

User shall pay License fee in amount according to the payment terms selected by User at http://asodesk.com/pricing.

User shall pay License fee monthly in advance according to payment method provided by ASOdesk.

User shall make all payments on or before twenty-fifth (25) day of the month before the period of use of Software. Payment is considered to be made when it is received by ASOdesk. If User does not make License fee payment ASOdesk may suspend User’s Account and disable User’s Interface.

ASOdesk grants User a license to use Software and access to User’s Interface within ten (10) business days after the payment is made by User.

With the sole exception of taxes based on ASOdesk’s net income, User shall pay all applicable taxes including any VAT and other sales, use, excise, or other taxes, all transfer charges, commissions, fees, and other expenses associated with payments under this Agreement.


Intellectual property

User acknowledges and agrees that Software and its source code form, all enhancements, corrections and modifications to the Software, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of Software, are and shall remain the sole and exclusive property of ASOdesk and, where applicable, ASOdesk’s suppliers.

User may not reverse engineer, unencrypt, decompile, disassemble or otherwise translate Software or allow anyone else to do so.

For the purpose of use in advertising, marketing, promotions and promotional materials about Software User hereby grants to ASOdesk a royalty-free, fully paid up, sub-licensable, transferable, nonexclusive, worldwide, irrevocable and perpetual license to reproduce, display, distribute, and otherwise use the trademarks, service marks, logos or other brand associated with User and its App(s), in connection with ASOdesk’s Software.


Privacy Policy

ASOdesk does not collect, store, use and disclose information that constitutes personal data on identifiable individuals. User’s e-mail addresses, banking details and contact information are used only for the purposes of the entry into and performance of this Agreement.


Confidentiality

Irrespective of whether this Agreement has been terminated, each of the Parties shall maintain in strict confidence the business secrets, proprietary information, customer information, personal information and any other information of a confidential nature of the other Party coming into its knowledge during the entry into and performance of this Agreement.

A receiving Party may disclose the Confidential Information of the disclosing Party to its relevant employees, agents or its appointed professionals, provided that such receiving Party shall ensure that such persons shall comply with relevant terms and conditions of this Agreement and that it shall assume any liability arising out of any breach by such persons of relevant terms and conditions of this Agreement.

Except where prior written consent has been obtained from the Party disclosing the Confidential Information or where relevant Laws mandate disclosure to a third party, the Party receiving the Confidential Information shall not disclose any Confidential Information to any third party.


Limited liability

User acknowledges and agrees that under no circumstances should ASOdesk be responsible for data available in any App Store.

Software is provided «as is». User acknowledges and agrees that any App Store may not possess all data, needed by User, in particular: key words, screenshots, versions, etc.; data available in any App Store may change and it takes time to collect and update information by Software; Software-processed information may contain minor mistakes, which ASOdesk promises to correct if possible.

Never the less, User understands that ASOdesk does its best to collect and process as much data as possible and provide User with Software-processed personalized information in convenient form.

User acknowledges and agrees that ASOdesk does not act as a professional consultant, adviser, etc., and Software-processedand personalized information provided to User do not constitute a professional advice.

ASOdesk does not warrant User the possibility to obtain a financial or other type of outcome, which is the result of use of Software.

Neither Party shall under any circumstances be liable for any indirect or consequential damages of the other Party arising under or in connection with this Agreement. This limitation of liability shall not apply to breaches of confidentiality obligation and/or cases of intentional misconduct or gross negligence.


Term & Termination

This Agreement between ASOdesk and User shall commence upon acceptance by User of all terms of this Agreement by clicking the acceptance button or accessing and using any part of Software and shall continue until terminated in accordance with the terms of this Agreement.

Either party may terminate this Agreement at any time upon thirty (30) days prior written notice.

ASOdesk shall have the right at its sole discretion and without any prior written notice terminate this Agreement if:

– User provided invalid data to complete the registration process;

– User’s Interface has not been logged into and there have been no License fee payment from User for a period of three (3) months.

Upon termination of this Agreement, for whatever reason, all licenses granted from ASOdesk to User under this Agreement, User’ Account, User’s Interface shall immediately terminate without any data restoration.

Upon termination of this Agreement, each party will remain liable to the other for any amounts due and owing to the other party as of the date of termination, and such obligation to pay shall survive the termination of this Agreement.


Miscellaneous

Notices: Any notice or other communication under this Agreement shall be in writing and shall be considered given when sent by email.

Competent law and jurisdiction: This Agreement and the relationship between the Parties are governed by the laws of Russian Federation. Any disputes and disagreements arising from this Agreement will be settled by negotiations between the Parties. If the Parties fail to reach the agreement, the disputes shall be settled in accordance with the legislation currently in force in Russian Federation, in Arbitration Court of Moscow.

Force majeure: Neither Party shall be liable because of any failure or delay in the performance of its obligations hereunder for any case of «Force Majeure», in accordance with article 401 of the Civil Code of the Russian Federation, understood as any unpredictable event external to a party and which is beyond its reasonable control.

Severability: If any provision of this Agreement held by any court of competent jurisdiction to be illegal, null or void, all the remaining provisions of this Agreement shall remain in full force and effect.

Transfer/ Assignment: User is not authorized to assign this Agreement (including sending, transmitting ID and password to the third party) without the prior written permission of ASOdesk.