Terms and Conditions of Noogenesis Service

YOUR USE OF THE Noogenesis Service (TOGETHER WITH ITS AFFILIATES, “Noogenesis” OR “US”/“WE”/“OUR”) WEBSITES (THE “SITES”), MOBILE APPLICATIONS AND ANY SERVICES OFFERED BY Noogenesis’S NETWORK OF PROPERTIES (COLLECTIVELY WITH THE FOREGOING, THE “SERVICES”) IS SUBJECT TO YOU AGREEING TO THESE TERMS AND CONDITIONS (THESE “TERMS”), BY USING OUR SERVICES USERS CAN RECEIVE ESTIMATES OF APP PERFORMANCE (E.G., DOWNLOADS, REVENUES, ETC.), INCLUDING ACROSS PUBLISHERS, INDUSTRIES, GEOGRAPHIES AND MARKETPLACES. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT USE THE SERVICES. These Terms were written in English (US). To the extent any translated version conflicts with the English version, the English version controls.

1.Definitions

“Collected Data”: data collected by us by either connecting to the Sources on behalf of our users, or accessing uploaded data (for example, manually entered data, uploaded files) provided by our users. Collected Data does not include public data directly available via the Sources. An example of Collected Data is an iTunes Sales Report.

“Source Account Information”: account credentials, such as login and password information, for accessing data from a specific Source (for example, an iTunes Connect user name and password).

“Sources”: online third-party data sites, services and sources, which may include, without limitation, Apple iTunes Connect, Google Play and other app stores, as well as digital distribution, analytics, advertising and monetization platforms. Sources may also include third-party products and services that incorporate SDKs (or similar pieces of functionality) provided by Noogenesis.

2.Authorization

You hereby certify to Noogenesis that (i) you are at least 18 years of age and, (ii) if you are agreeing to these Terms on behalf of a corporation or entity, that you are duly authorized to bind such corporation or entity.

3.Registered Materials and License

As a condition to using Services, you will be required to register. You agree to provide us with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms, which may result in immediate termination of your account. Upon registration, you will be provided with a login identifier (“Noogenesis User ID”) and a password. We reserve the right to refuse registration (or cancel a Noogenesis User ID) for any reason and in our sole discretion. You shall be responsible for maintaining the confidentiality of your Noogenesis User ID and password. You are not allowed to share your Noogenesis User ID and/or password for any reason and are fully and solely responsible for all activities that occur under your account. You agree to notify us immediately upon learning of any unauthorized use of your account or any other breach of security.

4.Use of the Noogenesis Services

In connection with your use of the Services, you agree that you will not:
• violate any local, state, provincial, national, or other law or regulation, or any order of a court;
• attempt to gain unauthorized access to any part of the Services or to any Noogenesis computer systems or networks;
• infringe the rights of any person or entity, including, without limitation, their intellectual property, privacy, publicity or contractual rights;
• interfere with or damage any part of the Services, including, without limitation, through the use of viruses, bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
• use scripts, bots, spiders, or other automated mechanisms to collect information or otherwise interact with the Services without Noogenesis’s express written permission;
• claim that Noogenesis is endorsing or supporting your business, product or service without prior written approval by Noogenesis.

5.User Submissions

In the course of using the Services, you and other users may provide information (other than Collected Data and Source Account Information), such as posts and comments on our public blogs and forum, or artwork or other content associated with your asset / digital good / product, which may be used by us in connection with the Services and which may be visible to other users. You understand that by posting information or content on the Services or otherwise providing content, materials or information to us or in connection with the Services (collectively, “User Submissions”), you thereby grant us a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable right to use such User Submissions (including all related intellectual property rights) in connection with the Services and our (and our successors’ and assigns’) business, including, without limitation, for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Services a non-exclusive license to access your User Submissions through the Services, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Services and under these Terms. Furthermore, you understand that we retain the right to reformat, modify, create derivative works of, excerpt, and translate any User Submissions submitted by you. For clarity, the foregoing license grant to us does not affect your ownership of or right to grant additional non-exclusive licenses to the material in your User Submissions, unless otherwise agreed in writing. We reserve the right to remove any User Submissions from the Services at any time, for any reason. You, not us, remain solely responsible for all User Submissions that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services, and you warrant that you possess all rights necessary to provide such content to us and to grant us the rights to use such information in connection with the Services and as otherwise provided herein.

6.Rights Granted to Noogenesis; Use of Collected Data.

By using Noogenesis, you expressly authorize us to access and use your Collected Data maintained by the Sources. We will submit your Source Account Information that you provide to us to access to the Sources. Source Account Information is always stored in accordance with our security policy. For purposes of these Terms and to provide Collected Data to you as part of Noogenesis, you grant us a limited power of attorney, and appoint us as your attorney in-fact and agent, to access Sources, store your Source Account Information and retrieve and use your Collected Data with the full power and authority to do and perform each action necessary in connection with such activities, as you could do in person (including configuring Noogenesis Services so that it is compatible with the Sources for which you submit your information). YOU ACKNOWLEDGE AND AGREE THAT WHEN WE ARE ACCESSING AND RETRIEVING COLLECTED DATA, WE ARE ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF A THIRD PARTY. NOTWITHSTANDING THE FOREGOING, YOU FURTHER ACKNOWLEDGE AND AGREE THAT WE ARE NOT ACTING AS YOUR AGENT IF WE USE YOUR COLLECTED DATA (IN OUR NOOGENESIS SERVICES) TO GENERATE AND PROVIDE ESTIMATES OF APP PERFORMANCE TO SUBSCRIBERS OF OUR NOOGENESIS SERVICE. Specifically, we may access and include your Collected Data in the pool of data used by our Noogenesis Service to generate and provide estimates of app performance (e.g., downloads, revenues), including across publishers, industries, geographies and marketplaces, to subscribers of Noogenesis. Subscribers to Noogenesis never receive your specific set of Collected Data in an identifiable form. You hereby acknowledge and consent to the use of your Collected Data in this manner by using Noogenesis. FOR THE AVOIDANCE OF DOUBT, THE ESTIMATES GENERATED BY OUR NOOGENESIS SERVICE (AND MADE AVAILABLE TO OTHERS) MAY INCLUDE PERFORMANCE ESTIMATES OF YOUR ASSETS / DIGITAL GOODS / PRODUCTS. These estimates are derived from aggregated pools of information that may include your Collected Data. Because they are generated by our Noogenesis Service from aggregated pools of information and are only estimates, we consider these estimates regarding your apps to be non-identifiable even though (a) the estimates may be very similar to the actual performance data you provide as part of your Collected Data and (b) the estimates may specifically name each app and publisher.

If you have any questions about the foregoing, please contact us at support@noogenesis.cloud. Except as described herein, your specific set of Collected Data will not be provided to a third party in an identifiable form without your consent, unless we conclude that it is required by law, such as to comply with a subpoena or similar legal process, or when we believe in good faith that disclosure is necessary to protect our rights, implement a change of control transaction, protect your safety or the safety of others, investigate fraud, or respond to a government request. You understand and agree that Noogenesis may not be sponsored or endorsed by any third parties accessible through Noogenesis. In addition to the foregoing, you hereby grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable right to use your Collected Data for internal purposes to operate and improve our Services for you and other customers, and to build and operate new services and products. A limited number of Noogenesis employees (including those of third-party service providers authorized to carry out tasks on our behalf, as described in our Privacy Policy) may log in to Noogenesis on your account in order to maintain the Services. Employees of Noogenesis are required to sign an Non-Disclosure Agreement to ensure the privacy of your Collected Data and Source Account Information. Upon your request, we will delete your account and associated account information (such as your contact details, email addresses and Source Account Information). While we will immediately cease any future collection of your Collected Data upon deletion of your account, any Collected Data that has already been included in the pool of data used by our Noogenesis will not be deleted. You may voluntarily decide to make your Collected Data available to others, through a sharing or similar function if provided by us (“Sharing”). The scope of such Sharing, and with whom, is up to you. You agree that you are responsible for and are authorized to perform any such Sharing and that such Sharing shall be outside of the scope of these Terms and our Privacy Policy. You acknowledge and agree that you have the authorization, or have obtained the authorization, to grant us all the rights required in these Terms and our Privacy Policy, and that you have acted in accordance with your company policies.

7.Security

We understand that the use of Noogenesis may require sensitive statistical and financial data to be stored on our servers, and that steps must be taken to ensure this data stays private. While using Noogenesis, all data that is transferred between your computer and our servers is encrypted with Secure Socket Layer (SSL) technology. To further protect the security of your Sources, Noogenesis advises you to, where applicable and depending on the Sources, limit our access rights for Noogenesis by creating and using a separated account with limited roles. You are only authorized to use Noogenesis to retrieve information that you have lawful rights to access and provide to us.

8.Fees

Fees for using our Noogenesis Service are various from different service you chosen, and you may find details in our website. You agree to pay the applicable charges for the services you successfully subscribed plus all related taxes and fees (including without limitation VAT, duties or withholding taxes or remittance fees). All fees are non-refundable and non-recoupable and shall be made in advance unless otherwise agreed upon by Noogenesis. Noogenesis is under no obligation to provide any services until payment is received.

9.Intellectual Property

Content provided by Noogenesis in the Services (“Content”) are the intellectual property and copyrighted work of Noogenesis or third-party authors. All rights not expressly granted with respect to the Services and Content are hereby reserved. Noogenesis may modify (or cease providing) the Services or Content at any time in Noogenesis’s sole discretion. Content owned by third parties (including, without limitation, logos or trademarks) shall not be used by you for any purpose. In addition, certain trademarks contained within the Services, such as “iTunes Connect” are the sole and exclusive property of Apple Inc. Noogenesis does not claim any ownership thereof. The goodwill of any use thereof shall inure solely to the benefit of Apple Inc. Unauthorized use of Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or other regulations and statutes. You agree not to copy, reproduce, sell, transfer, modify, publish, distribute, display, prepare derivative works from, reverse engineer, disassemble or decompile or exploit any portion of the Services, our Content, code, or third-party Content without prior written consent from us or, upon our direction, from the respective owner of said material.

10.Indemnity

You agree to indemnify and to hold harmless Noogenesis from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys' fees and costs, due to or arising out of your violation of these Terms.

11.Termination of Your Use

Noogenesis may, in its sole discretion, discontinue or limit your access to any part (or all) of the Services at any time. You agree that Noogenesis shall not be liable to you or any third party for any termination or limitation of your access to, or use of, the Services.

12.Disclaimers

The Services may provide links to third-party websites or access to third-party content, products and/or services (“Third-Party Sites and Content”). Noogenesis is not responsible for such Third-Party Sites and Content; you bear all risks associated with the access and/or use of such Third-Party Sites and Content. THE SITES, SERVICES, CONTENT, AND ANY THIRD-PARTY SITES AND CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NOOGENESIS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

13.Limitation of Liability

IN NO EVENT SHALL NOOGENESIS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE SERVICES, ANY CONTENT, OR ANY THIRD-PARTY SITES AND CONTENT. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, NOOGENESIS'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL NOOGENESIS’S CUMULATIVE LIABILITY UNDER THESE TERMS EXCEED THE GREATER OF THE AMOUNT PAID TO NOOGENESIS BY CUSTOMER FOR THE USE OF THE SERVICES OR $250.

14.Privacy Policy

Noogenesis's collection and use of information is governed by its privacy policy, available at http://www.noogenesis.cloud/policy

15.Miscellaneous

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Noogenesis shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Noogenesis’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). If any portion of these Terms is found to be unenforceable or invalid, that portion shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. We reserve the right to charge fees for any part of the Services at any time but will provide advance notice to you prior to any such fees coming into effect. These Terms are not assignable, transferable or sublicensable by you except with our prior written consent. Noogenesis may transfer, assign or delegate these Terms and its rights and obligations without consent.

16.Promotional License

You hereby grant us a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable right to use your user name, company name, company logo, and any comments you make publicly or privately for promotional purposes (such as on our Sites, or on a third-party site) concerning your use of the Services (e.g., your use of Store Stats and/or Noogenesis Analytics) in our communications materials (website, presentations, etc.).

17.Governing Law and Arbitration

The validity, construction and interpretation of these Terms, and the rights and duties of between you and Noogenesis, shall be governed by and construed in accordance with the laws of Hong Kong, without giving effect to the conflict of law provisions thereof. For any disputes arising out of these Terms, you consent to submit such disputes to Hong Kong International Arbitration Centre (“HKIAC”) according to the HKIAC arbitration rules then in effect. The arbitration shall be held in Hong Kong and in the language of English. The arbitration award shall be final and binding to both parties.

18.Entire Agreement and Modifications to Terms

These Terms (with the exception of any Content Specific Terms that may additionally apply) are the entire statement of the terms that govern your use of the Services. NOOGENESIS MAY MAKE CHANGES TO THESE TERMS FROM TIME TO TIME IN NOOGENESIS’S SOLE DISCRETION. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICES AFTER NOOGENESIS POSTS OR OTHERWISE MAKES AVAILABLE MODIFIED TERMS WILL CONSTITUTE YOUR ACCEPTANCE OF THOSE MODIFIED TERMS.