APPBACKR DEVELOPER AGREEMENT

This APPBACKR DEVELOPER AGREEMENT (Agreement) between mobile device application developers (each, a Developer or you) and appbackr, Inc. (appbackr or we) sets forth the terms and conditions for your use as a Developer of appbackrs online wholesale application marketplace (available at www.appbackr.com/marketplace) and associated services (collectively, the Marketplace). Both (i) your checking of the I Accept box below and (ii) your use of the Marketplace indicate that you have agreed to this Agreement. If you do not agree to all of the terms and conditions of this Agreement, do not check the I Accept box or use the Marketplace. You and appbackr agree as follows: 1. Introduction. Subject to the terms and conditions of this Agreement, you may use the Marketplace to solicit offers from wholesale buyers (each, a Buyer) to purchase designated numbers of copies (each, a Copy) of any of your completed or in-process mobile device applications (each, an Application). Each sale of Copies of your Application through the Marketplace results in an initial payment to you, and follow-up payments if Copies of the Application are downloaded by end users through the App Store or Android Market or any other markets where your applications are available for downloads (each, a Retail Outlet), as well as commissions to appbackr. As a condition to your use of the Marketplace, you also agree to a separate agreement between you and each Buyer that purchases Copies of your Application through the Marketplace (the Developer-Wholesaler Agreement, which may be found here). 2. Your Account.

2.1 Registration. In order to post your Applications to the Marketplace, you must register and maintain a valid Developer account with appbackr. When you register, you will be asked to submit certain information about yourself, including your name and email address, and to select a password, all of which is subject to our privacy policy, which may be found here. You represent and warrant that all of your account information is true and accurate, and you agree to update such information promptly to keep it current. 2.2 Eligibility. To register with appbackr, you must be at least 18 years old. If you are using the Marketplace on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. You may not use the Marketplace unless you are verified by appbackr as a Developer in good standing. This Agreement will automatically terminate if you are not a Developer in good standing, or if you are barred from using the Marketplace under laws applicable to you. 2.3 Payment Processing. To use the Marketplace, you must also acquire and maintain in good standing a valid payment account from PayPal or other payment processor authorized by appbackr. Upon your registration with appbackr, you must provide us with the name on such payment account and other relevant identifying information, and authorize appbackr to send payments to, and receive payments from, such account, including out of funds deposited in such account by the App Store or other Retail Outlets for downloads of your Application by end users. If you do not have a valid payment account for any period of time, you will not receive funds due from appbackr or a third party until you have a valid payment account. Upon appbackrs reasonable request, you must cooperate in any investigation in connection with your payment account. 2.4 Account Access. To use the Marketplace in connection with any Application to be sold through a Retail Outlet, you must also (i) register and remain registered with the iTunes Connect, Android Market, and/or any other developer platform on which you choose to sell your apps to end users, (ii) grant appbackr the necessary permissions, through iTunes Connect, Google Checkout, and/or any other account on which you are able to access and view your sales and financial information. For iTunes Connect, you grant appbackr the finance admin access, which allows appbackr to access and view the Sales and Trends and Financial Reports areas of your iTunes Connect account; for Google Checkout, you grant appbackr the Orders Read-only access to view your order inbox. In addition, you must (iii) direct the Retail Outlet to deposit all revenue for any of your Applications posted to the Marketplace and sold through the Retail Outlet (less any commissions due Apple, Google, and/or any other Owners of Retail Outlets who are responsible for collecting, disseminating and/or recording payments) into an appbackr bank subaccount that we

operate on your behalf to distribute such proceeds in accordance with this Agreement (unless you are authorized by appbackr to be paid directly by the Owner through PayPal Invoicing, pursuant to Section 7.5 below). 2.5 Appropriate Use of Account. You must not use your account in a misleading or unlawful manner, including in any manner intended to trade on the name or reputation of a third party. You must not register for more than one account, register for an account on behalf of an individual other than yourself, or register for an account on behalf of any group or entity without written authorization of such group or entity. You must notify appbackr immediately of any unauthorized use of your account. You are solely responsible for any and all use of your account and all activities that occur under or in connection with your account. 3. Selling Your Application Through the Marketplace.

3.1 Posting an Application to the Marketplace. Once you have been granted access to the Marketplace by appbackr, you may post any of your Applications, whether such Application is in the process of being developed or is already completed. In-process Applications are subject to additional terms, including a requirement that you complete such Application within a specified timeframe, as more fully set forth in Sections 3.10 and 7.3 below. 3.2 Soliciting Offers. When you post an Application to the Marketplace, you are soliciting offers from potential Buyers who are members of the Marketplace to offer to purchase Copies of the Application that may then be made available to Retail Outlets for possible download by end users. Each such offer that you accept constitutes an agreement between you and that Buyer, subject to the terms of the Developer-Wholesaler Agreement. You acknowledge that all pricing and other terms regarding the purchase and distribution by Buyers of Copies of your Application are between you and each such Buyer. 3.3 Details of Your Posts. Each post that you make to the Marketplace must specify the following: (i) the features and functions of the Application; (ii) whether the Application is completed or in process; (iii) if in process, the date that you expect the Application to be completed and available for download by end users; (iv) whether you will require the Buyer to consent to a per-download retail price selected by you for the Application; (v) any biographical information about you that you deem appropriate to share with potential Buyers and other users of the Marketplace; and (vi) any of the potential conditions that you elect under Section 3.4 below. Each post that you make to the Marketplace must conform to any restrictions specified by appbackr, including, without limitation, the requirements under Section 4.1 below, and any minimum quantities for transactions with Buyers. 3.4 Potential Conditions. You may subject any sale that you would make through the Marketplace to any or all of the following conditions: (i) a suggested and maximum (if any) retail price to be paid by end users for downloads of the Application (if you do not require the Buyer to consent to a retail price selected by you); (ii) a limited list of potential Buyers from whom you would accept offers to purchase Copies of the Application; (iii) whether you will authorize a Buyer to be the sole Buyer of all available Copies of your Application, as more fully described in Section 3.5 below (only available for Applications to be sold through a Retail Outlet); and (iv) whether completion of the Buyers purchase will be contingent upon a specified minimum number of Copies of your Application being purchased by Buyers within a specified time period, as more fully described in Section 3.6 below. 3.5 Buy Out Option. For any Application that you post to the Marketplace, you may also elect to allow one Buyer to be the exclusive Buyer of all available Copies of the Application for a specified period of time. If you enable this Buy Out feature, you may accept or reject any potential Buyer offering to be the exclusive Buyer, but once you accept the offer of a particular Buyer to purchase all Copies of your Application for the specified period of time, the Buyer will have the right, but not the obligation, to purchase all such Copies that you make available for such period. 3.6 Free Application Promotion. For any Application that you post to the Marketplace, we may contact you to inquire whether you would consent to providing up to a specified number of Copies of such Application to one Buyer at no charge for a certain period of time (typically one week), such Copies to be made available to be downloaded by end users for free during that period of time or until the specified number of Copies has been downloaded by end users (whichever occurs first) as part of a Free App of the Week or similar promotion on the pertinent Retail Outlet(s). You acknowledge that if you consent to participate in such a promotion with the particular Application proposed by appbackr, you will not be due payments from the Buyer (and appbackr will not be due commissions) for any Copies of such Application downloaded for free by end users during the promotion period; provided, however, that when the promotion period has run or the specified number of Copies has been downloaded by 2

end users (whichever occurs first) the fees and payments set forth under Section 7 shall thereafter apply to any other Copies of such Application (including any Copies that may have been specified to be provided at no charge but were not downloaded by end users during the promotion period). 3.7 Aggregate Minimum Purchase Option. For any post that you make to the Marketplace, you may also require that an aggregate minimum number of Copies specified by you be purchased by one or more Buyers before any Copies of the Application will be released by you to Retail Outlets for download by end users. For any Application for which you select this aggregate minimum purchase option, you will receive no money from such Buyers until the threshold is met. If the aggregate minimum threshold is not met by the date specified by you, any earlier offers from Buyers to purchase Copies of such Application will be deemed not accepted. 3.8 Applications for Sale through a Retail Outlet. You acknowledge that for any Application to be sold through a Retail Outlet, Revenue from App Sales, including Paid App and In App purchases by end users, will be credited to each Buyer according to the following formula: Revenue from App Sales multiplied by the Copies purchased by that Buyer divided by the total number of Copies purchased by Buyers. 3.9 Rejected Applications. We reserve the right not to allow the posting of any particular Application to the Marketplace, and to remove any Application from the Marketplace that had previously been allowed if the integrity of the Marketplace is threatened by such Application (including by violating any of the requirements of Section 4.1), in our sole discretion. For any post that you make to the Marketplace for an Application intended to be sold through a Retail Outlet, if the Application is rejected by the Retail Outlet and cannot be revised sufficiently to be accepted by the Retail Outlet, any earlier offers from Buyers to purchase Copies of such Application will be deemed not to be accepted and associated funds will be returned to such Buyers. For any Application removed from the Marketplace by appbackr or rejected by the Retail Outlet, any associated commissions under Section 7.1 shall remain due to appbackr (but any payments owed by the Buyer for purchased Copies already downloaded by end users and any refunds owed by you for any purchased Copies not yet downloaded by end users shall be subject to the Developer-Wholesaler Agreement, unless agreed otherwise by you and the Buyer). 3.10 In-Process Applications. Any Application you post to the Marketplace that is in the process of being developed is subject to a different fee structure than for completed Applications, including that you repay payments received by you for any posted in-process Application that is then not timely completed, as all more fully set forth in Section 7 below. 3.11 Exclusivity. You are not required to sell any of your Applications through the Marketplace. However, once you post a particular Application to the Marketplace, you may not sell, offer for sale or distribute the Application through any other wholesale channel until all Copies purchased by Buyers for such Application have been downloaded by end users. 3.12 Disputes with Buyers. We have the right, but not the obligation, to assist with the resolution of any disputes between you and any Buyer. You agree that appbackr will not be liable for any such action taken. 4. Acceptable Use.

4.1 Marketplace Use Guidelines. In connection with your use of the Marketplace, you shall not do any of the following (or post an Application that does any of the following): (a) (b) (c) (d) violate any applicable law or regulation, or contractual obligation; infringe a third partys copyright, patent, trademark, trade secret, or other intellectual property or other proprietary right; stalk, harass, defame or harm another individual or entity; spread any software virus, worm, time bomb, corrupted file, Trojan horse or other computer code, file, or program designed or intended to disrupt, damage, overburden, impair or limit the functioning of the Marketplace or any other network; 3

(e) (f) (g)

impersonate any person or entity, including a representative of appbackr, or otherwise misrepresent your affiliation with a person or entity; interfere with or disrupt the Marketplace or any other persons use and enjoyment of the Marketplace; or post threatening, abusive, libelous, indecent, graphic, or otherwise inappropriate content to the Marketplace.

4.2 Removal of Applications or Other. We retain the right, but do not have the obligation, to remove any Application, information or other content posted to the Marketplace by you at any time at our discretion, including if we determine that such Application or associated content violates or is alleged to violate any of the guidelines set forth in Section 4.1. 5. Responsibility for the Application.

5.1 Necessary Rights. You represent and warrant that you have all rights in each Application that you post to the Marketplace necessary to authorize Copies of such Application to be distributed (and downloaded) as contemplated by this Agreement. 5.2 Development and Support Costs. You are solely responsible for the development and support of your Applications, including any associated costs. appbackr shall not be responsible for supporting any of your Applications. 5.3 Application Updates. You may make modifications, improvements or augmentations to your Application, including the implementation of additional features or functions, from time to time in your discretion. Any such modification will be considered part of the Application available through the Marketplace, but will not affect or alter Copies previously purchased by Buyers. 5.4 No Endorsement. appbackr does not warrant that any Retail Outlet will approve any Application that you post to the Marketplace, or that end users will purchase downloads of any Application that you post to the Marketplace. appbackr does not endorse, support, represent or guarantee the truthfulness, accuracy, or reliability of any Application or other content posted to the Marketplace, or endorse any opinions expressed in such posts. You acknowledge that any reliance by others on content that you post to the Marketplace will be your responsibility. 6. Access to the Marketplace; appbackr Services.

6.1 License Grant. Subject to the terms and conditions of this Agreement, appbackr hereby grants to you a limited, non-exclusive, nontransferable right to access and use the Marketplace as set forth herein. You acknowledge that the Marketplace is the property of appbackr, and except for the limited rights granted to you in this Agreement, we reserve all right, title and interest in the Marketplace. 6.2 appbackr Services. In connection with hosting the Marketplace under the terms of this Agreement, and in consideration of the fees set forth in Section 7.1, appbackr will: (a) maintain an accounting of purchases of Copies of your Application(s) through the Marketplace, and of the Buyers making such purchases, and (b) facilitate payments to/from you for the Copies of your Application(s) purchased through the Marketplace and/or downloaded by end users at Retail Outlets. 7. Fees and Payments.

7.1 Appbackr Commission. In partial consideration for your access to the Marketplace and appbackrs performance of the associated services hereunder, for each Copy of an Application purchased by a Buyer, appbackr shall be due commissions as set forth below. Each initial commission shall be due upon your receipt of Buyers payment for the Copy of the Application, and any follow-up commission shall be due upon distribution by the applicable Retail Outlet of the proceeds from the download (if any) of such Copy by an end user.

In-Process Applications Amount Received for Each Copy $0.35 Initial Commission $0.10 Follow-Up Commission (If Downloaded By End User) $0.06

Completed Applications Amount Received for Each Copy $0.45 Initial Commission $0.10 Follow-Up Commission (If Downloaded By End User) $0.00

7.2 Payments to the Buyer. In exchange for the initial payment by the Buyer to purchase Copies of your Application, the Buyer will receive a portion of the proceeds actually distributed by the applicable Retail Outlet (less any commissions due to such Retail Outlet and the above-noted commissions due to appbackr) for the retail price paid by each end user for downloads (if any) of such Copies, all as set forth in the Developer-Wholesaler Agreement. 7.3 Refunds Due for In-Process Applications Not Timely Completed. If you do not complete a particular in-process Application such that the Application is submitted for approval to a Retail Outlet within 45 days following the original launch date for such Application that you specify when you initially post it as an in-process Application to the Marketplace, you acknowledge that the Buyer may elect to cancel its purchase of Copies of such Application. In the event of the foregoing, you shall promptly return to appbackr all payments distributed on behalf of the Buyer to you for such Application. 7.4 Facilitating Payments. You acknowledge that, pursuant to Section 6.2, appbackr may facilitate distributing the amounts due in accordance with Sections 7.1 and 7.2 (and Section 7.3, if any). You shall cooperate with appbackr in connection with the foregoing, including by providing upon our request any reports from applicable Retail Outlets detailing the download activity for each of your Applications distributed through the Marketplace, and forwarding any payments received directly by you outside of the payment account to which you have granted appbackr access. You hereby authorize appbackr to establish an arrangement with PayPal or other authorized payment processor for appbackr to send and receive payments from such account pursuant to this Section 7.4. All fees imposed by PayPal or other authorized payment processor shall be the responsibility of the party receiving the payment. 7.5 Special Payment Arrangement for Developers with Multiple Applications on a Retail Outlet. If you post more than one Application to the Marketplace to be sold through a Retail Outlet, and you have a verified business account with PayPal, appbackr may elect to authorize you to receive payments directly from the Retail Outlet for Copies of such Applications downloaded by end users. In the event such an arrangement is authorized by appbackr, instead of the payments being facilitated pursuant to Section 7.4, you shall be responsible for paying appbackr amounts due in accordance with Sections 7.1 and 7.2 no later than five (5) days after receiving each invoice from appbackr. 7.6 Taxes. All commissions, compensation, fees and any other amounts due appbackr under this Agreement shall be net of any sales, use, gross receipts, value added, transfer, telecommunications or other taxes. The Buyer is responsible for reporting, collecting and remitting to all applicable governmental bodies all applicable taxes associated with any downloads by end users through Retail Outlets of Copies of Applications purchased by the Buyer (if not administered by such Retail Outlets), and providing applicable resale certificates to you upon your request. Notwithstanding anything herein to the contrary, appbackr or its designees may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction(s) contemplated by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure; provided, however, that such information is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities laws. 5

8. Term and Termination. This Agreement will remain in full force and effect from the time that you register with appbackr as a Developer until your account is terminated as set forth herein. 8.1 Termination Without Cause by Either Party. Either party may terminate your Developer account (and this Agreement) at any time without cause, by providing written notice to the other party. Any termination under this Section 8.1 shall be effective immediately. 8.2 Termination for Cause by appbackr. We may terminate your Developer account (and this Agreement) at any time, by providing written notice to you, for: (i) any breach of Section 2.5 or 3.11, provided you have failed to cure such breach within thirty (30) days after written notice thereof, or (ii) any breach of Section 4.1. Any termination under this Section 8.2 shall be effective immediately. 8.3 Effects of Termination. (a) Termination of your Developer account (and this Agreement) under either Section 8.1 or 8.2 shall not relieve you or appbackr of any obligation accruing prior to such termination. The foregoing means that you will remain responsible for all of your obligations under this Agreement associated with Copies of your Application(s) purchased by Buyers as of such termination. In the event that your Developer account is terminated under Section 8.2 and it is determined that, as a result of the events giving rise to such termination, further downloads of Copies by end users should not be allowed, you shall be responsible for paying appbackr the amounts (including for commissions) that appbackr would have received if all Copies purchased by Buyers as of such termination had been downloaded to end users on the terms in effect as of such termination. Your obligations to Buyers in connection with any termination of your Developer account shall be as set forth in the applicable DeveloperWholesaler Agreement. Termination of your Developer account (and this Agreement) hereunder shall not preclude either party from pursuing any rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement. Termination of your Developer account hereunder may involve deletion from our servers and databases of information associated with your account and Applications you have posted to the Marketplace; you hereby acknowledge that appbackr will not have any liability whatsoever to you in connection with any such activities.

(b)

(c)

8.4 Survival. All provisions of this Agreement which by their nature contemplate performance after the termination of this Agreement shall survive such termination. 9. Intellectual Property.

9.1 Ownership of the Marketplace. You acknowledge that all of the intellectual property rights in the Marketplace and all content, features, and applications available through the Marketplace (excluding your Application(s) and any associated information provided by you) are owned by appbackr or its licensors. You shall not (i) reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, or create derivative works based on the Marketplace; or (ii) rent, lease, loan, or sell access to the Marketplace. We reserve the right to modify, enhance, or discontinue the Marketplace at any time. 9.2 Ownership of Your Applications. As between you and appbackr, you retain all rights, title and interest in your Applications and any associated information provided by you to appbackr (and all intellectual property rights therein), and appbackr and Buyers acquire no rights other than those expressly granted herein. For the avoidance of doubt, despite the references in this Agreement to the purchase and sale of Copies of your Application, each such transaction amounts solely to a sublicensable license to your Application (and the associated right for Buyer to market it) as set forth in the Developer-Wholesaler Agreement, and no intellectual property rights to any such Application are transferred to the Buyer in connection with any purchase of Copies of the Application through the Marketplace.

9.3 Copyright Complaints. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the following information: (a) (b) (c) (d) (e) (f) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; A description of the copyrighted work that you claim has been infringed; A description of where the material that you claim is infringing is located on the Marketplace; Your address, telephone number, and email address; A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our copyright agent for notice of claims of copyright infringement on the Marketplace can be reached by directing an email to the copyright agent at support@appbackr.com. 9.4 Licenses Granted to appbackr. Subject to the terms and conditions of this Agreement, you hereby grant to appbackr a non-exclusive, non-transferable, fully paid-up, worldwide license during the term of this Agreement to (i) use, reproduce, and display on the Marketplace your Application(s), associated trademarks, and any associated information provided by you; and (ii) use, reproduce, modify, display, distribute, and make available to Buyers any information associated with Copies of your Applications purchased by such Buyers. You also hereby grant to appbackr a perpetual, non-exclusive, worldwide, royalty-free license to use, modify, distribute, perform, display and reproduce your trademarks and any information provided by you associated with your Applications, for the sole and limited purposes of promoting appbackr and associating your Application with appbackr. 9.5 appbackr Marks. All trademarks displayed on the Marketplace, other than any trademarks that you provide, are the property of appbackr or our licensors. You are not permitted to use such trademarks without the prior written consent of appbackr or the appropriate licensor. 9.6 Third-Party Sites. Our provision on the Marketplace of a link to any other website or location is for your convenience and does not signify our endorsement of such other site or location or its contents. We have no control over, do not review, and cannot be responsible for, these outside websites or their content. Access to any other websites linked to the Marketplace is at your own risk. 10. Disclaimers.

10.1 Under no circumstances will appbackr be responsible for: (i) any errors or inaccuracies in the content posted on the Marketplace, whether caused by members of the Marketplace or by any of the equipment or programming associated with or utilized in the delivery of the Marketplace; (ii) any Application offered, negotiated, sold, or bought, or otherwise traded through the Marketplace; (iii) the conduct, whether online or offline, of any member of the Marketplace, including any interaction, communication, misrepresentation, transaction, or other dealing between members, or any failure of a Buyer to comply with the terms of the Developer-Wholesaler Agreement; (iv) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication with other members of the Marketplace; (v) any problems or technical malfunction of any hardware or software due to technical problems on the Internet or on of the Marketplace or combination thereof, including any injury or damage to any member of the Marketplace or to any persons computer related to or resulting from participation or downloading materials in connection with the Marketplace; (vi) any loss or damage, including property damage, personal injury, or death, resulting from use of the Marketplace or from any Application or materials posted on the Marketplace; (vii) any interactions between members of appbackr, whether online or offline; (vii) any interactions between you and Buyers in connection with the purchase of 7

Copies of your Applications; (viii) any interactions between you and Retail Outlets or end users in connection with the listing or download of Copies of your Applications; and (ix) the performance of the Marketplace (or the lack thereof). 10.2 THE MARKETPLACE IS PROVIDED AS IS AND AS AVAILABLE. WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, SYSTEM INTEGRATION OR NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT: (I) THE MARKETPLACE WILL MEET YOUR REQUIREMENTS; (II) THE MARKETPLACE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MARKETPLACE WILL BE ACCURATE OR RELIABLE. 11. Limitation of Liability. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL APPBACKR OR OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF THE MARKETPLACE, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. IN NO EVENT WILL APPBACKR BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES. APPBACKRS AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE MARKETPLACE IS LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID TO APPBACKR IN CONNECTION WITH YOUR USE OF THE MARKETPLACE. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such applicable law. 12. Indemnification. You shall defend, indemnify, and hold appbackr and any of our subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys fees, made by any third party arising from or related to (i) your acts or omissions in connection with your use of the Marketplace; (ii) any claim by another member of the Marketplace, including a Buyer, related to any action or omission by you; (iii) our provision of the Marketplace (except claims arising from our negligence or willful misconduct); (iv) your breach of this Agreement or any Developer-Wholesaler Agreement to which you are a party; (iv) your Application(s); (v) any inaccuracies in information provided by you to appbackr; or (vi) any infringement, misappropriation, or violation of any third-party intellectual property rights, rights of privacy, or other proprietary rights of a third party by your Application. 13. Miscellaneous.

13.1 Governing Law. The Agreement and the relationship between you and appbackr will be governed by the laws of the State of California, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. Any legal action, suit or proceeding arising out of or relating to the Agreement or your use of the Marketplace must be instituted exclusively in the federal or state courts located in the State of California and in no other jurisdiction. You further consent to exclusive personal jurisdiction and venue in, and agree to service of process issued or authorized by, any such court. 13.2 No Assignment. You may not assign your rights under this Agreement without our prior written consent, and any attempted assignment will be null and void. 13.3 Amendments. This Agreement may be modified by us from time to time. If we make material changes to this Agreement, we will notify you by sending an email to your email address, as specified in your Developer account. Any such amendment will be effective thirty (30) days after being sent to you, and your continued use of the Marketplace after that time will constitute your acceptance of the amendment. 8

13.4 Force Majeure. Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, war, terrorism, governmental act, failures of common carriers (including Internet service providers), acts of God, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible. 13.5 Severability. If any provision of this Agreement is found or held to be invalid or unenforceable by any tribunal of competent jurisdiction, then the meaning of such provision will be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it will be severed from the remainder of this Agreement, which will remain in full force and effect. 13.6 No Intended Third Party Beneficiaries. The parties acknowledge that there are no intended third party beneficiaries to this Agreement, including, without limitation, any Buyers. 13.7 Entire Agreement; No Waiver. This Agreement constitutes the entire agreement between you and appbackr regarding the use of the Marketplace. Our failure to exercise or enforce any right or provision of the Agreement will not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. 13.8 Notices. We may give notice to you by email, a posting on the Marketplace, or other reasonable means. You must give notice to appbackr in writing via email or as otherwise expressly provided. Please contact us with any questions regarding this Agreement by emailing us at: support@appbackr.com.