Contract on offering digital content and apps

This contract shall be concluded under number and date mentioned above, between the parties mentioned in Article 1 according to Article 10 of Civil Code and in accordance with the entire laws and regulations of the Islamic Republic of Iran. The parties will be obligated to fulfill the provisions of this contract from the date it is signed.

 

Article 1 - Parties to the contract:

1.1.    Avaye Hamrah Hooshmand Hezardastan Co., henceforth referred to as “Bazaar”.

1.2.    Mr./Mrs./Ms/company ……………………………, henceforth referred to as “Developer”.

 

Article 2 - Definitions:

2.1. Cafe Bazaar: A user-based operator of digital distribution services for the delivery of apps and content for smart devices. The address for Cafe Bazaar’s website on the internet is cafebazaar.ir.

2.2. Developer: Is a natural or juridical person who offers his/her/their Android app(s) on Cafe Bazaar.

2.3. Application: Also referred to as app, is used to denote Android-based software, games, and other digital products presented by Developer for distribution and sale via Cafe Bazaar.

2.4. Content: Denotes all and sorts of accessories of app in any matter, shape, or kind, including database, text, picture, audio, video, appearance, services, advertisement, other in-app digital accessories, descriptions accessible via application, product information, and other possible items.

2.5. Developer panel: Is a space provided online for Developer by Bazaar to upload apps/content, identification documents, and other accessories onto. Some information regarding Developer are also displayed on developer panel. Developer panel is also the main and official means of communication between Bazaar and Developer.

2.6. Developer user account: Is an account that has been dedicated to Developer by assigning to it a username and password, and via which Developer will access developer panel.

2.7. User: Is a person who installs an app via Cafe Bazaar.

 

Article 3 - Subject of contract:

The subject of this contract is the supply of app or content by Developer on Cafe Bazaar. To that end, Cafe Bazaar, as host service provider, will provide developer with some space where to publish and offer their apps according to governing regulations.

 

Article 4 - Contract duration:

This contract will be applicable for one year beginning with its signing by the parties. If it is not revoked, the contract will be automatically renewed on an annual basis.

 

Article 5 - Contract price:

To sign up as developer, persons have to pay 400,000 Iranian rials to Cafe Bazaar, which will be considered as annual subscription fee.

5.1. In case Bazaar decides under circumstances to change the price or way of collection of the annual subscription fee, the changes will be announced to Developer via developer panel. Developer would be required to pay the announced fee, and by doings so, they will tacitly agree to the new conditions. If Developer fails to pay the fee in due time, Bazaar would have a right to suspend their access to developer panel.

 

Article 6 - Rights and commitments of Developer:

6.1. Under this contract, Developer will commit themselves to thoroughly studying, acting to, and accepting the conditions in the document “Guideline on Publishing Apps” which is available in the Documents section of the website and is considered as an appendix to and inseparable from this contract.

6.2. Under this contract, the entire intellectual rights related to content will belong to Developer.

6.3. Under this contract, Developer guarantees that they have the legal capacity to sign contracts, and that if they are representing a juridical person as Developer in signing this contract, they do enjoy necessary rights to do so and provide Cafe Bazaar with documents showing that.

6.4. Under this contract, Developer is responsible for ensuring the compatibility of their application’s content with the entire laws and regulations of the Islamic Republic of Iran, as well as responsible for acquiring related permits.

6.5. Before delivering any content to Cafe Bazaar, Developer has a responsibility to acquire the legal authority necessary for implementing legal rights that arise from this contract. Developer should also make sure they have the authority to offer the content free of any claim by a third party.

6.6. Developer guarantees that they are fully aware of and committed to observing all of such legal provisions as the provisions of the Law on the Protection of the Rights of Computer Software Creators (in Persian titled as قانون حمایت از حقوق پدیدآورندگان نرم‌افزارهای رایانه ای‎) as passed in the year 2000, the E-commerce Law, the law on protecting the rights of authors, scholars and artists, as well as any other applicable law. Developer will agree that they will be responsible for and liable to compensate any possible loss in case a third party has a claim or demand, and Bazaar will not be anyhow responsible in this regard.

6.7. Under this contract, Developer will be responsible against any claim to any effect by users or other persons regarding the presented app or content. Bazaar will be exempt from any responsibility in such claims.

6.8. Under this contract, Developer is committed to providing the app and content correctly and in full_ including subscription and in-app products (within the related duration) _ and other items offered to users. Developer will be responsible for any loss incurred on Bazaar, users, or a third party if failing to fulfill that commitment.

6.9. Under this contract, Developer is not entitled to seeking any kind of access to user information beside what is needed for the efficiency of the app. If this is violated, Developer will be responsible for consequences. Bazaar preserves the right to investigating the accesses of apps and their update versions. In case Developer through users’ use of the content finds access to any kind of information of the users, including username, password, or any other kind of personal information or data, Developer is committed to:

a. Abiding by the entire laws and regulations of the Islamic Republic of Iran as pertain privacy; else accepting the consequences.

b. Conducting any collection, use, change, or storing of users’ information only by their permission and in a conspicuous fashion.

c. Using the information only to ends allowed by the user.

6.10. Under this contract, Developer is responsible for protecting the username and password assigned to them. Also, Developer is responsible for any activity performed under their username.

6.11. In case Bazaar finds Developer in default of any terms of this contract or committing an offense, it will have a right to suspending cooperation, including the removal of the concerned app, removal of in-app products, suspension of user account, suspension of clearance, deactivating Developer’s Bazaar account, etc. Terminating cooperation can be performed unilaterally. The termination will be announced to Developer via email. Bazaar will have the right to determining the associated damage.

Offense includes, but is not confined to, the following:

a. Presenting another entity’s application, Iranian or international, under one’s name.

b. Any infringement of a third party’s intellectual property ownership, material and spiritual, as well as the presentation of any translated or manipulated version of someone else’s app without their consent.

c. Any fraudulent activity which unnaturally and unrealistically causes the app’s growth; or decline of application or content presented by one’s self or another developer. For example, the mass installation of one’s own apps aimed at presenting them to users as popular; as well as Developer giving their apps or those of others comments or ratings_ positive or negative_ in a mass scale.

d.    Any attempt to deceive users in one’s own app or those of others, including manipulation of the Bazaar system, as well as offering incentives, such as bonuses inside or outside the app published on Cafe Bazaar, to users to have them post comments.

e. Withholding support and answers to the problems and questions of users or Bazaar regarding various parts of the app, the functioning, or changes to any part of or explanations about the app in Cafe Bazaar after its release so that it creates dissatisfaction among users.

f. Disregarding ethical and commonsense principles vis-à-vis Bazaar or users in any correspondence or call.

g. Not providing users with available communication means, such as email and phone number, in the app, the app page, and Cafe Bazaar.

6.12. The presentation of each app must be accompanied with necessary information, module and way of sending the app or its update versions as per the customary procedure of Cafe Bazaar. Developer is required to provide correct information in this regard.

6.13. Under this contract, Developer is required to provide the following documents and information on developer panel:

a. For natural persons:

Scans of ID card, postal code of residence, phone number, and precise address of residence.

b. For juridical persons:

A scan of an official newspaper showing the foundation of, as well as a scan of an official newspaper indicating the latest changes, of the company (juridical person); along with scans of ID cards of authorized signers, as well as phone number, economic code/number, national ID, registration number, and precise address and postal code of the company.

6.14. Under this contract, Developer agrees to not use the sign or trademark or brand “Bazaar” or “Cafe Bazaar” or any other sign owned by it, unless with prior consent from Bazaar or in cases whose related procedure is mentioned in Cafe Bazaar website’s media section.

6.15. Under this contract, Developer agrees to immediately notify Bazaar of changes in their contact information.

6.16. Under this contract, Developer is not permitted to force users to establish communication outside what is established via Cafe Bazaar, including phone call, text message, email, internet, signing up to other websites, or in-person meeting, for any reason such as to activate an app, use an app, use features of an app, troubleshoot an app, notification, upgrading, etc. without the full knowledge and consent of Bazaar.

6.17. Under this contract, Developer agrees that per user’s download of application via their Bazaar account, the user will be provided with the opportunity to use the application on the number of devices they may conventionally need to.

6.18. Developer can submit to Bazaar their request for transfer of contract to another person. Bazaar will address the issue within seven days.

 

Article 7 - Rights and commitments of Bazaar:

7.1. Under this contract, Bazaar can:

a. Use and store on one or more devices_ for the purpose of assessment and testing_ the content presented by Developer as well as content associated with it.

b. Keep the copy of app as well as related information, along with information memory related to the app’s presence in Cafe Bazaar after the contract sunsets.

c. Take action to publish, not publish, or remove user comments anywhere and in any case, as well as to disable commenting on an app in cases when comments on it cannot be controlled for any reason as discerned by Bazaar.

7.2. Bazaar can act on its discernment to change, upgrade, improve, or amend the developer panel, app, or website of Cafe Bazaar at any time.

7.3. Under this contract, Bazaar is not responsible for any damage to Developer, including loss of data, content, profit, or business reputation.

7.4. Under this contract the website, content, services, and other information offered to Developer by Bazaar or related persons_ officials, managers, staff, representatives, partners, or concessionaires (all referred to as Bazaar)_ are based on current resources. Bazaar will attempt to make sure the information is precise, reliable, timely, flawless, and without interruption, which Bazaar nevertheless cannot guarantee as problems possibly arise.

7.5. Under this contract, Bazaar cannot guarantee that there would be no misuse of Developer’s content by a third party; and is not responsible for technology security shortcomings.

7.6. Under this contract, Bazaar retains the right to pursue via legal and judicial avenues any perceived attempt to infiltrate any part, or make changes to any content provided by Bazaar.

7.7. Bazaar can in case necessary take legal action to support material and intellectual property rights related to app or content provided by Developer. However, Bazaar will not be responsible for any misuse or offense against the rights of Developer by a third party.

7.8. Bazaar is authorized to change or amend the terms and articles of this contract. The changes will be applicable from the time of update or a time decided by Bazaar. Developer is responsible for checking possible updates of the contract. The changes will be announced to Developer via developer panel or email. Accepting the new conditions by the deadline and continuing cooperation with Bazaar after the changes become binding amount to agreeing to the changes. If Developer fails to accept the terms by the deadline, Bazaar will be able to suspend the contract, block Developer’s user account, or take any other action indicating the termination of cooperation with Developer until they have accepted the new terms.

7.9. In case any responsibility is forced upon Bazaar as regards any conditions of non-responsibility or delimiting of responsibility or breach of any laws of the Islamic Republic of Iran concerning the distribution of Developer’s app or content, Developer is required to compensate the entire material and spiritual damage incurred therefrom upon Bazaar.

7.10. In case needed, Bazaar will provide official judiciary bodies and police with information about Developer upon the bodies’ request.

 

Article 8 - Confidentiality:

Under this contract the parties are mutually committed to keeping undisclosed the secret technical and otherwise information they have shared with each other under the terms of cooperation here. Secret information is the information considered so according to common sense, or whose confidentiality has been stated.

 

Article 9 - Termination and revocation of contract:

9.1. Bazaar is able in the course of the contract’s duration to act upon its discernment to terminate the contract and also to block Developer’s access to their user account, remove apps, or suspend Developer’s user account with or without prior notice. In such a case, the entire rights and privileges given to Developer by Bazaar will be revoked and Bazaar retains the right to reject Developer’s request for further cooperation.

9.2. In the course of the contract duration, Developer can terminate the contract with a written notice of contract termination communicated to Bazaar 10 days in advance. In such a case, Bazaar will end delivering Developer’s apps. However, Bazaar will not have any responsibility to return a copy of the content, the annual contract cost, or other items provided by Developer. In the case of termination of the contract, the parties will still remain committed to observing Article 8 of the contract.

 

Article 10 - Interpretation of contract:

10.1. In this contract, all conditions_ including talks between the sides, conditions and situations governing the conclusion of the contract, and the objective of concluding the contract_ will be interpreted according to the general spirit governing it, the common sense governing such transactions, and logic.

10.2. In case any rules of the contract are deemed invalid according to a court of law or current laws of the Islamic Republic of Iran, other provisions of the contract will not be affected and Bazaar’s suggestion regarding the implementation of the other provisions in a way that ensures maximum compatibility with the primary intention of the parties will be accepted.

 

Article 11 - Settlement of disputes:

Any dispute or claim arising from this contract or about it_ such as over its conclusion, validity, termination, violation, interpretation, or implementation_ will be first tried to be solved through peace and reconciliation. In case the dispute remains unsettled through reconciliation one month after the date it’s occurrence has been announced, it will be referred to the arbitration center of Iran Chamber of Commerce, Industries, Mines, and Agriculture in order for it to be definitely and bindingly resolved there according to the laws of the statute and rules of arbitration of that center with the verdict of one or three arbiters. The arbiter(s) will not only abide by the governing regulations, but will also observe the related business commonsense. The ruling of the arbitration will be considered as an agreement independent of the original contract and will be anyhow binding.

 

Article 12 - Other regulations:

12.1. This contract abides by the laws of the Islamic Republic of Iran.

12.2. Not implementing any of the rights of Bazaar as stated in this contract will not amount to the revocation of the right to implement them in the future.

12.3. This contract guarantees the entire agreements of the parties, therefore any prior agreement or statement, whether spoken or written, around the subject of the contract will be of no effect starting the day of signing this contract.

12.4. Bazaar will communicate its entire warnings, messages, and correspondences via email addresses under the domain cafebazaar.ir or by updating documents, panel, or the official developers’ weblog. Bazaar has no responsibility if developer fails to see or pay attention to these messages.

12.5. Regarding material rights of paid apps and content, the amendment to this contract which comes in three articles will be implemented.

12.6. This contract is filed in 10 pages, includes 12 articles and one amendment, and comes in two copies all of which hold the same authority. This contract was drawn up, signed by, and exchanged between the parties, who are committed to acting to all their duties under it.

 

Contract amendment on supply of digital application and content

Regarding Article 12.5. of developers’ contract, this contract will govern the material rights of paid apps and content.

 

Article 1 - Selling and payment:

1.1.    The price for selling each app or content to Bazaar will be set by Developer in their private panel. Bazaar will sell the app or content to users at one-hundred-seventieth of the price at which it has purchased them from Developer plus the associated value-added tax.

1.2.    After the process of purchasing application or content (such as in-app products, subscription, etc.) has been accomplished by the user, Bazaar will issue the user an electronic invoice. The sum of tax thereby received from user will be entirely returned to tax collector’s office. Simultaneously, a sale transaction from Developer to Bazaar will be registered at the price stated in section 1.1.

1.3. Developer allows Bazaar to act on its discernment in refunding paid sums to users and undoing the sale of app or content from its side to them if facing complaints from users. Accordingly, for each undoing of sale to user, an undoing of sale from Developer to Bazaar will also be registered.

1.4. All later versions of an app will always be available for free to the user who has purchased one version of it once.

1.5. Taking into account the revenue as well as refund related to the sale of an app or content in specified time periods, Bazaar will automatically issue an invoice of Developer-to-Bazaar sale, providing Developer with an electronic copy of it. This invoice as an annexation to this contract, will act as a document supporting the fact that Bazaar has purchased versions of the app from Developer. By signing this contract, Developer agrees that the mentioned invoice is approved by them for referral to tax authorities, and that in case needed, they (Developer) will take due action to approve and sign the invoice in the fashion deemed fit by Bazaar.

1.6. Bazaar will once a month settle the payments for purchase of app and content from Developer.

1.7. In order for Bazaar to settle Developer’s bills, a minimum time of two weeks is required to have passed since the registration of the application at Cafe Bazaar, and Developer’s account with Bazaar should be worth at least 500,000 rials on the day of payment. Lesser sums will be settled at the end of the year (the Iranian-calendar year, which ends at 19th or 20th of March) and upon Developer’s request.

1.8. The payment of above-mentioned sums will be conducted through the bank account Developer has registered on Cafe Bazaar developer panel. Under this contract, Developer confirms that the mentioned bank account belongs to them, and Bazaar will not be held responsible if otherwise is proven to be the case. The documents supporting settlement via the bank account registered at developer panel will be interpreted as the settlement of Developer’s bills with Bazaar.

 

Article 2 - Tax and duties:

2.1. As for tax affairs, each party is responsible for their entire activities, financial statement, and payment of taxes. Regarding registration of documents and statements, Bazaar acts in full abidance by financial and tax regulations of the country (Iran), and has no responsibility regarding the manner of Developer’s financial statements.

2.2. Any statutory deductions will be applied in invoices and paid to relevant bodies according to the country’s official instructions and tariffs regardless of whether they are legislated during or after the conclusion of this contract.

 

Article 3 - Articles and termination of contract:

This amendment, comprising three articles, was signed by and exchanged between the parties as optional part of developers’ contract on the paid distribution of apps and content. The parties are committed to the implementation of all its articles.