Developer Distribution and Publishing Contract hereinafter referred to as “Contract”, is concluded under the number and date mentioned above, between the Parties mentioned in Article 1 according to Article 10 of the Civil Code of Iran and in accordance with the entire laws and regulations of Iran. The Parties will be obligated to fulfill the provisions of this Contract from the date it is signed.
Article 1 - Parties to Contract:
1.1. Avaye Hamrah Hooshmand Hezardastan Co., henceforth referred to as “Cafe Bazaar”.
1.2. Mr./Ms./Company ……………………………, henceforth referred to as “Developer”.
Cafe Bazaar and Developer may be referred to herein individually as a “Party” and collectively as the “Parties”.
Article 2 - Definitions:
2.1. Bazaar: A host service provider (HSP) for the distribution of App and Content for smart devices. The address for Bazaar’s website on the internet is cafebazaar.ir.
2.2. Developer: Any natural or juridical person who offers its Application and Contents to Users on Bazaar, without prior commission by Cafe Bazaar, in accordance with the terms of this Contract.
2.3. Application/App: Android-based software, games, and other digital products provided by Developer.
2.4. Content: 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: An online space provided for Developer by Cafe Bazaar to upload App/Content, identification documents, and other accessories thereto. Some information regarding Developer is also displayed on Developer Panel. Developer Panel is the main and official channel of communication between Cafe Bazaar and Developer.
2.6. Developer User Account: An account dedicated to Developer by assigning a username and password to it, via which Developer will access Developer Panel.
2.7. User: A person who installs an app via Bazaar.
Article 3 - Subject of Contract:
According to this Contract Bazaar as an HSP, allows Developer to distribute its App and Content, which have been produced without Distributor's prior commission, directly to User according to governing laws and regulations.
Article 4 - Term of Contract:
This Contract enters into force from the date of signatures of Parties and shall continue in force for a period of 1 (one) year. It will be automatically renewed for 1 (one) year upon the expiration unless either Party revokes this Contract.
Article 5 - Contract price:
To sign up as Developer, 400,000 IRR must be paid to Cafe Bazaar, as an annual subscription fee.
5.1. In case Cafe Bazaar decides under circumstances to change the price or the method of annual subscription fee payment, the changes will be announced to Developer via Developer Panel and e-mail. Developer would be required to pay the announced fee, and by doing so, Developer will tacitly agree to the new conditions. If Developer fails to pay the fee in due time, Cafe Bazaar would have the right to suspend their access to Developer Panel without prior notice.
Article 6 - Rights and commitments of Developer:
6.1. Under this Contract, Developer will commit to reading, acting on, and accepting the conditions in “Guideline on Publishing Apps” which is available on the Developer’s Panel. “Guideline on Publishing Apps”, as an appendix to this Contract, includes the guideline and publishing policies on uploading and distributing Apps on Bazaar and shall not be considered to be a commission or a guideline on the creation of Application or Content. In this regard, the content of the mentioned Guideline may be changed from time to time, and Developer is committed to complying with the latest version along with the possible amendments made thereto.
6.2. Under this Contract, the entire intellectual property rights related to App and Content belong to Developer.
6.3. Under this Contract, Developer represents that it has the legal capacity to enter into contracts, and if it is representing a juridical person as Developer in signing this Contract, it is duly authorized for Developer to execute this Contract for and on behalf of such person and in this regard, it shall provide Cafe Bazaar with documents indicating its representative status.
6.4. Under this Contract, Developer is responsible for ensuring the compatibility of its Application and Content with the entire laws and regulations of the Islamic Republic of Iran (Iran), as well as acquiring related permits.
6.5. Prior to uploading any Application and Content to Cafe Bazaar, Developer has a responsibility to acquire the legal authorities necessary for implementing legal rights arising from this Contract. Developer should also make sure it has the authority to upload Application and Content free of any claim by a third party.
6.6. Developer states that it is fully aware of and committed to all of such legal provisions including not limited to, the provisions of the “Law on the Protection of the Rights of Computer Software Creators,” 2000 (in Persian titled as قانون حمایت از حقوق پدیدآورندگان نرمافزارهای رایانهای), the “Electronic Commercial Act,” 2003, the “Act on Protection of Rights of Authors, Scholars, and Artists,” 1970, as well as any other applicable law. Developer will agree that it will be responsible for and liable to compensate any possible loss in case a third party has a claim or demand, and Cafe Bazaar will not be responsible in any case whatsoever.
6.7. Under this Contract, Developer will be responsible for any claim to any effect by Users or third parties regarding the distributed App and/or Content. Cafe Bazaar will be exempt from any responsibility for such claims.
6.8. Under this Contract, Developer is committed to providing App and Content correctly and in full, including subscription and in-app products (within the related duration), and other items offered to User. Failing to do so, Developer will be responsible for any damages caused as a result of breaching this clause to Cafe Bazaar, User, and/or a third party.
6.9. Under this Contract, Developer shall request any kind of access to User information, only to the extent necessary for the efficiency of App. Otherwise, Developer will be responsible for the consequences thereof. Cafe Bazaar reserves the right to investigate the access of App and its updated versions. In case Developer through the User's use of Content finds access to any kind of information of User, including username, password, or any other kind of personal information or data, Developer is committed to:
a. Complying with laws and regulations of Iran pertaining to privacy; otherwise accepting the consequences.
b. Using the information within the specific purposes determined by User.
c. Conducting any collection, using, changing, or storing of User’s information only with their permission and in a transparent manner.
6.10. Under this Contract, Developer is responsible for the protection of the username and password assigned to it. Moreover, Developer is responsible for any activity performed under its username.
6.11. In case Cafe Bazaar, by its discretion, finds Developer in breach of any terms of this Contract or committing any offenses thereof, Cafe Bazaar will have the right to suspend cooperation, including the removal of App, removal of in-app products, suspension of Developer User Account, suspension of clearance, deactivation Developer User Account, etc. Termination of cooperation can be performed unilaterally. The termination will be announced to Developer via email. Cafe Bazaar will have the right to determine the associated damage and receive it from Developer.
With regard to the section above, offenses are included in but not limited to the following:
a. Distribution of other Developers’ Applications, Iranian or international, under its name.
b. Any infringement of a third party’s intellectual property right, economic and moral, as well as the distribution of any translated or manipulated version of someone else’s App without their consent.
c. Any fraudulent activity which unnaturally and unrealistically leads to the growth or failure of Application or Content distributed by itself or another Developer. To illustrate, mass installation of one’s own App with the purpose of presenting them to User as popular, or commenting or rating its App or those of others positively or negatively on a mass scale.
d. Any attempt to deceive User in one’s own App and Content or those of others, including manipulation of the Bazaar system, as well as offering incentives, such as bonuses inside or outside App distributed on Bazaar, to encourage User to post comments on App.
e. Not supporting and answering to User’s problems and questions as well as Cafe Bazaar’s questions regarding various parts of App and Content, its functioning, or making changes to any internal part of, or App’s description in Bazaar after its release so that it creates dissatisfaction among User.
f. Disregarding ethical principles and common practices vis-à-vis Bazaar or User in any correspondence or call.
g. Not providing Users with available communication means, such as e-mail and phone number in App, its page, and Bazaar for User to contact Developer.
6.12. The presentation of each App and Content must be accompanied by the necessary information, module, and the method of sending App or its updated versions as per the customary procedure of Bazaar. Developer is required to provide the correct information in this regard.
6.13. Under this Contract, Developer is required to provide the following documents and information on Developer Panel:
a. Related to natural persons: Scans of ID card, postal code of residence, phone number, and precise address of residence.
b. Related to juridical persons: A scan of Certification of Incorporation, as well as a scan of the Official Gazette indicating the latest changes of the company (juridical person); along with scans of ID cards of authorized signatories and VAT registration, as well as Company’s phone number, economic code/number, national ID, registration number, and precise address and postal code.
6.14. Under this Contract, Developer agrees not to use the trademark and trade name of “Bazaar”, “Cafe Bazaar” or any other signs owned by Cafe Bazaar, unless with prior consent from Cafe Bazaar or in cases whose related procedure is mentioned in Cafe Bazaar’s website’s media section.
6.15. Under this Contract, Developer agrees to immediately notify Cafe Bazaar of any changes in Developer’s contact information.
6.16. Under this contract, Developer is not permitted to force User to communicate beyond methods established via Bazaar, including phone calls, text messages, e-mail, internet, signing up to other websites, or in-person meetings, for any reasons such as to activate App, use App, use features of App, troubleshoot App, notify, upgrade, etc. without full knowledge and consent of Cafe Bazaar.
6.17. Under this Contract, Developer agrees that per User’s download of App via its Bazaar’s Account, User will be able to launch App on the number of devices it may conventionally need to.
6.18. Developer can submit to Bazaar their request for the transfer of this Contract to another person. Cafe Bazaar will address this issue within seven days.
6.19. Developer is obliged to obtain an electronic identifier for the digital content from the Ministry of Culture and Islamic Guidance to publish App in accordance with Article 4 and its Note 2 of the “Regulation on the Organization and Development of Media and Digital Cultural Activities”, 2010. Without the mentioned ID, App cannot be published on Bazaar.
Note: In line with the provision of the abovementioned clause, Developer has granted Cafe Bazaar full authority to obtain an electronic identifier for the digital content from the date of implementation of the aforementioned Article 4 and its Note 2. In this respect, Cafe Bazaar, by itself, may obtain the electronic identifier for the digital content for Developer in order to facilitate the release of App.
Article 7 - Rights and Commitments of Cafe Bazaar:
7.1. Under this Contract, Cafe Bazaar can:
a. Use and store on one or more devices, Content presented by Developer as well as material associated with it, for the purpose of evaluation and testing.
b. After termination of Contract, keep a copy of App as well as related information, along with the record of technical information related to App’s presence in Bazaar.
c. Take action to publish, not publish, or remove User’s comments anywhere and in any case, as well as to disable or limit commenting on App in cases when comments on it, by Cafe Bazaar’s discretion, cannot be controlled for any reasons.
7.2. Cafe Bazaar is entitled to record, save and maintain all the correspondence and communications with Developer in any format, including in writing, electronic or oral, etc. for the purpose of improving the quality of service provision. Cafe Bazaar can use, at its discretion, the aforementioned correspondence wherever it is needed.
7.3. Cafe Bazaar can act at its discretion to change, upgrade, improve, or modify Developer Panel, Bazaar, or its website at any time.
7.4. Under this Contract, Cafe Bazaar has no responsibility for damages to Developer, including the loss of data, content, profit, business reputation, or any other related matters.
7.5. Under this Contract, the website, content, services, and other information offered to Developer by Cafe Bazaar or related persons, officials, managers, staff, representatives, partners, or concessionaires (all referred to as Cafe Bazaar), are based on current resources. Cafe Bazaar will attempt to make sure that the information is precise, reliable, timely, flawless, and without interruption. Nevertheless, Cafe Bazaar cannot guarantee these matters, as problems possibly may arise.
7.6. Under this Contract, Cafe Bazaar cannot guarantee that there would be no misuse of App and Content by third parties, and Cafe Bazaar is not responsible for any possible technology security defects.
7.7. Under this Contract, Cafe Bazaar retains the right to pursue, legally and judicially, any perceived attempt to interfere or make changes to any part of the content provided by Cafe Bazaar.
7.8. Cafe Bazaar can, in case of necessity, take different legal actions to protect moral and economic rights relating to App or Content provided by Developer. However, Cafe Bazaar will not be responsible for any misuse or offense against the rights of Developer by third parties.
7.9. Cafe Bazaar is authorized to change or amend the terms and articles of this Contract by providing additional documents, supplements, etc., and adding supplementary and complementary documents containing specific terms or through other methods, at any time. The changes will be applicable from the time of update or any time decided by Cafe Bazaar. Developer is responsible for checking possible updates to this Contract. These changes will be announced to Developer via Developer Panel or e-mail. Accepting the new conditions by the deadline decided by Cafe Bazaar and/or continuing cooperation with Cafe Bazaar, after the changes become binding, amounts to Developer agreeing to the changes. If Developer fails to accept the terms by the deadline, Cafe Bazaar will be able to suspend this Contract, block Developer’s User Account, or take any other action indicating the termination of cooperation with Developer until Developer accepts the new terms.
7.10. In case any responsibility is imposed on Cafe Bazaar pertaining to any non-responsibility or limitation of liability clauses, or breach of any laws of Iran concerning the distribution of App or Content, Developer is required to compensate the entire material and moral damages incurred therefrom upon Cafe Bazaar.
7.11. In case of necessity, Cafe Bazaar will provide official judicial and disciplinary bodies with information about Developer upon the bodies’ official order.
Article 8 - Confidentiality:
Under this Contract, Parties mutually agree that any information of a confidential nature disclosed by one Party to the other Party, including but not limited to, technical and non-technical information, designs, and plans shall remain confidential.
All correspondence including written, electronic and oral are considered to be confidential, and disclosing them by Developer will cause it to compensate for all the damages, as determined by Cafe Bazaar.
Article 9 - Termination and revocation of Contract:
9.1. During the validity period of this Contract, Cafe Bazaar is entitled to terminate this Contract at any time, at its own discretion as well as to block Developer’s access to Developer User Account, remove App, or suspend Developer’s User Account with or without prior notice. Should this ever be the case, the entire rights and privileges given to Developer by Cafe Bazaar will be revoked and Cafe Bazaar retains the right to reject Developer’s request for further cooperation.
9.2. During the validity period of this Contract, Developer may terminate Contract and shall notify Cafe Bazaar in writing at least ten (10) days in advance. In such cases, Cafe Bazaar will no longer distribute App and Content. However, Cafe Bazaar will have no obligation to return the copy of Content, the annual subscription fee, or other items provided by Developer. In the case of termination of this Contract, Parties will still remain committed to Article 8 of this Contract.
Article 10 - Interpretation of Contract:
10.1. According to Parties' agreement, in the interpretation and implementation of this Contract, Parties will act in accordance with the principles of good faith and fair dealing, and the provisions shall be interpreted thereof. Otherwise, any matter achieved as a result of non-consideration of the principle of good faith is void and against the intention and consent of Parties. Further, in the interpretation of this Contract, all conditions, including correspondence between Parties, the purpose of this Contract, surrounding circumstances, the overall spirit of this Contract, the common sense governing such transactions, and reasonableness shall be taken into account.
10.2. In case any rules of Contract are deemed invalid according to a court ruling or current laws of Iran, it is to be noted that, firstly, it would not affect other provisions, and secondly, Cafe Bazaar’s suggestion regarding the implementation of the other provisions in a way that ensures maximum compatibility with the primary intention of Parties will be accepted.
Article 11 - Settlement of disputes:
All disputes and claims arising out of or in connection with this Contract, including its conclusion, validity, breach, interpretation, or enforcement, shall be settled initially through negotiation. In this regard, parties agree to take part in all online sessions held thereof. If, however, the above-mentioned disputes are not settled through negotiations within one month from the date of notification of the dispute, the matter shall be submitted to the Arbitration Center of the Iran Chamber (ACIC) for binding and final arbitration in accordance with the Law of Statute of the Arbitration Center of the Iran Chamber and Arbitration Rules of ACIC. In addition to the applicable laws and regulations, the arbitrator(s) shall take into account the relevant trade usages. The present arbitration clause shall be treated as an agreement independent of this Contract and shall in any case be binding.
Article 12 - Other regulations:
12.1. This Contract abides by the laws of Iran.
12.2. No failure to exercise any rights of Cafe Bazaar, expressed under this Contract, shall be deemed as a waiver of Cafe Bazaar’s rights in the future.
12.3. This Contract constitutes all agreements between Parties, therefore any previous agreements or statements, whether oral or written, related to the subject matter of this Contract will be of no effect as of the date of signature.
12.4. All warnings, messages, and correspondence will be made via email addresses under the domain of cafebazaar.ir or by updating documents, Developer Panel, or the official Developers’ weblog. Cafe Bazaar has no responsibility if Developer fails to see or notice the notifications.
12.5. Regarding economic rights of paid App and Content, Annex I, containing three articles will be implemented.
12.6. This Contract containing 12 articles and one annex is executed in two counterparts, each of which shall be deemed one and the same agreement. This Contract is drawn up, signed by, and exchanged between Parties, who are committed to fulfilling their obligations hereunder.
Annex I: Annex to Developer Distribution and Publishing Contract (“Annex I”)
Regarding Article 12.5. of Developer Distribution and Publishing Contract, Annex I will govern the economic rights of paid App and Content.
Article 1 - Selling and payment:
1.1. The price for selling each paid App and Content to Users (including in-app products, subscription fees, etc.) shall be set by Developer in Developer Panel, as set forth in section 1.2 of Annex I; This price shall comprise the price of paid App and Content plus the associated value-added tax (VAT) according to regulations of Iran (“Final price”). Any paid App and Content will be distributed and sold to User at the Final price. After the accomplishment of purchasing by each User, Cafe Bazaar will issue User an electronic invoice equal to Final price.
1.2. The sum of VAT with regard to regulations of Iran will be deducted from the price of each invoice issued in accordance with section 1.1 of Annex I, and will be paid to Tax Collector’s Office, and the remainder (“net sales”) will be divided between Developer and Cafe Bazaar as follows:
a. In each tropical year, whenever the amount of total invoices issued in accordance with section 1.2 of Annex I regarding each App, considering its refunds from paid invoices to User, be less than or equal to 10,000,000,000 IRR, 85% (eighty-five percent) of App’s net sales belongs to Developer, and the remaining 25% (twenty-five percent) belongs to Cafe Bazaar.
b. In each tropical year, whenever the amount of total invoices issued in accordance with section 1.2 of Annex I regarding each App, considering its refunds from paid invoices to Users, be more than 10,000,000,000 IRR, 70% (seventy percent) of App’s net sales belongs to Developer, and the remaining 30% (thirty percent) belongs to Cafe Bazaar.
1.3. Developer allows Cafe Bazaar at its discretion to refund paid invoices to User if Cafe Bazaar encounters User’s dissatisfaction. For the avoidance of doubt, in this regard, the amount refunded will not be subject to deductions and divisions enshrined in the above-mentioned paragraphs.
1.4. All updated versions of App will always be available for free to User who has purchased one version of it once.
1.5. Cafe Bazaar once a month, upon the Developer’s request, clears the payouts belonging to Developer regarding paragraph 1.2 of Annex I, provided that the amount reaches at least 500,000 IRR on the payment date. Amounts less than 500,000 IRR, will be paid out at the end of the year at the request of Developer.
1.6. The above-mentioned payments will be conducted through the bank account that Developer has registered on Developer Panel. Under Annex I, Developer confirms that the mentioned bank account belongs to it, and Cafe Bazaar will not be held responsible if otherwise is proven. The payment via the bank account registered at Developer Panel shall be interpreted as Cafe Bazaar’s final clearance with Developer.
1.7. Developer undertakes to issue an official invoice regarding its share of net sales and send the mentioned invoice to Cafe Bazar based on the financial information derived from Developer Panel, within a maximum period of one month after the Developer’s payout date according to section 1.5 of Annex I. Starting the payout for the following months is subject to sending these invoices by Developer.
Article 2 - Tax and duties:
2.1. As for tax affairs, each party is responsible for its activities, financial statement, and payment of taxes. Cafe Bazaar acts in full abidance by financial and tax regulations of Iran, in regard to the registration of financial documents and providing statements, and Cafe Bazaar has no responsibility thereof.
2.2. As Developer distributes App and Content on Bazaar on its own, without any capacity at the request of Cafe Bazaar in return for remuneration, this Contract and the framework of cooperation between Cafe Bazaar and Developer will not be subject to the provisions of the Labor Law of Iran.
2.3. Any statutory deductions will be applied to invoices and will be paid to relevant bodies according to Iran’s official instructions and tariffs regardless of whether they are legislated during or after the conclusion of this Contract.
Article 3 - Articles and counterparts of Contract:
Annex I, which constitutes an inseparable annex to Developer Distribution and Publishing Contract, was signed in three articles, in respect of economic rights of paid App and Content. This Annex is updated … and shall continue to be binding between Parties.
You can access more details on starting cooperation with Cafe Bazaar through this link
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Publish Date: 1400-03-29 10:39
Latest Update: 1401-09-09 10:20