Apps-School.com (“Website”) and American Virtue (“Company”) appreciate your interest in submitting an original App (“Submission”) for consideration by Company and Website. To make your Submission, please read and agree to the following App Listing Agreement:
“APP” LISTING AGREEMENT
I am an App Owner (as defined below) and I wish to submit information and other Material about a family-friendly, educational application, software or other “app” (“App”) for listing on Apps-School.com ("Website"). By this Submission I, the App Owner, declare that I agree to all of the terms of this App Listing Agreement (“Agreement”).
1. App Owners, Listings, Submissions and Material. Properly Submitted Listings for family-friendly educational Apps which comply with this Agreement, the Website Legal Notices, and Company and Website’s posting policies and procedures will be published on Website and available for public review. For purposes of this Agreement:
(a) “App Owner” means the person or entity agreeing to this Agreement and Submitting Listing information, who must be the sole owner and/or copyright holder of all Material in the Submission and the Listed App.
(b) “Listing” means information and Material about an App, which may include advertisements, explanations, reviews and related Materials, but does not include downloadable software or Apps.
(c) “Submission” includes the proposed Listing, the referenced App, and all Material included with the proposed Listing at the time of submission to Website. All Listings, Apps and other Material submitted to Website pursuant to this Agreement is collectively considered and referred to as part of the App Owner’s Submission, whether or not the Material ever appears on Website. A Submission and Listing may include advertising, descriptions, instructions, and other information about family-friendly, educational Apps and/or related software and materials, including without limitation instructions, explanations, reviews, original or derivative ideas, works of authorship, titles, captions, artistic works, photographic works, video works, concepts, methods, improvements, designs, discoveries, ideas, software, websites, trademarks, trade dress and trade secrets, whether or not patentable or registerable under patent, copyright, trademark or similar laws, solely or jointly conceived, and whether or not produced, developed, experimented upon or reduced to practice (collectively, "Material").
2. Submission. App Owner’s Submission consists of one (1) original, completed Listing containing advertising, descriptions, commentaries, editorials, or other information about App Owner’s educational App and related or attached Material(s). Submissions and Apps must comply with Website guidelines, policies and procedures and may not contain Prohibited Content. Company and Website have the sole, exclusive, discretionary right to decide whether or not a Submission should be published on Website, and may deny publication or delete a Listing for any reason or no reason, subject to applicable law. Company and Website have no obligation to refund any Fees for Submissions which, in the exclusive, discretionary judgment of Company and Webiste, were deleted or de-published because the Listing(s) contained Prohibited Content or failed to comply with this Agreement, Website Legal Notices, and/or the stated policies of Company and Website. App Owner hereby represents and warrants to Company that (a) the Submission, App, and all related Material are the original work product of App Owner and solely owned by App Owner, or (b) App Owner has the sole and complete actual and legal authority to enter into this Agreement, to authorize publication of all portions of the Submission and Listing, and to make the representations and warranties contained in this Agreement. App Owner hereby consents to publication and use of the Listing on Website in accordance with the terms of this Agreement. App Owner further agrees to obtain valid, signed releases, in form and content acceptable to Company, from or on behalf of all people who appear in photographs, videos, and/or audio-visual portions of the Submission.
3. Additional Listing and Submission Requirements. Submissions must contain a proposed Listing with information and other Material explaining, advertising and/or relating to a family-friendly educational App and may not contain, link to or reference Prohibited Content. Submissions may not include downloadable versions of the Listed App but may include hyperlinks to the App Owner’s website or permitted third-party websites (e.g., iTunes and/or the Apple Store) where Users may download and/or purchase the relevant App. A list of permitted third-party websites may be obtained from Website upon request. Submissions must be accompanied by the appropriate Fee (as defined below), must comply with this Agreement and all Company and Website Legal Notices, guidelines, policies, and procedures in effect at the time of submission, and must be submitted in form and content appropriate for Listing on Website. Company and Website reserve the exclusive, discretionary right to determine whether a Submission and/or App is acceptable for publication on Website, and to make this determination either before or after publication of a Listing. Submissions which provide all of the information required by the Listing form and are accompanied by payment of the proper Fee will be processed automatically and the related Listings published on Website within ten (10) business days after Submission. Completion of the Submission process and/or publication of a Listing on Website does not guarantee that Company and Website will consider the Submission and/ or App acceptable for continuing publication. Company and Website reserve the exclusive, discretionary right to remove any Listing at any time and for any reason or no reason. All Submissions are made on an unsolicited basis, at the App Owner’s sole risk and liability, and with the understanding that neither Company nor Website has made any promises, representations, warranties or inducements to the App Owner personally or with regard to the Submission or App.
4. Submission Fees. In order for Company and Website to process the Submission and, if appropriate, publish the Listing on Website, the App Owner must pay the appropriate listing fee (“Fee”). Fees may vary on the basis of criteria set by Company and Website. Fees are subject to pre-existing legal obligations of Company and Website and applicable law. Fees may change without notice. Fee schedules will be posted on Website and updated from time to time. Submissions or Apps that violate the terms of this Agreement, the Website Legal Notices, or other posted Company and Website policies and procedures will be removed from the Website. No refund of Fees will be made for Submissions or Apps that violate the terms of this Agreement or posted Website or Company notices, policies or procedures.
5. Request for Publication. App Owner hereby represents and warrants to Company and Website that this Submission, the App, and all related or associated Material is educational and family-friendly in nature and contains no profanity, obscenity, nudity, sexual or suggestive content, or other “adults-only” content (collectively, “Prohibited Content”) and no references or hyperlinks to Prohibited Content. App Owner hereby requests that Company and Website accept the Submission and the Fee and publish the Listing on Website. App Owner understands and agrees that Company and Website are willing to accept the Submission and, if appropriate, publish the Listing only because App Owner has agreed to all of the terms of this Agreement, and that Company and Website have no obligation to return, reply to, comment on, accept or publish the Submission under any circumstances, and may de-publish and/or remove the Listing if Company and Website decide, in their exclusive discretion, that the Listing is unacceptable for continuing publication on Website.
6. Compliance, Reserved Rights. Submissions and Apps must comply with all of the terms, conditions and policies of this Agreement, the Website Legal Notices, and standard policies, practices and procedures of Company and Website as in effect and modified or amended from time to time, and applicable law. Company and Website reserve the exclusive, discretionary rights (a) to determine whether or not a Submissions and/or App are appropriate for publication on Website, and (b) to remove, block or prohibit any Submission or App from Website at any time, either before or after initial publication of a Listing. Payment and/or acceptance of a Fee and initial publication of a Listing does not guarantee continuing publication of any Listing which, in the exclusive judgment of Company and Website, contains, references or links to Prohibited Content, is not educational, “family friendly,” or consistent with Website’s mission to provide access to information about family-friendly educational Apps.
7. No Obligation. Company and Website have no obligation to App Owner of any kind, express or implied, relating to, arising out of, or created by receipt of any Submission. Company and Website have no obligation to accept any Fee or publish any Listing in whole or in part. If Company and Website publish part or all of a Listing this Agreement, as modified by any changes in Company or Website policies and procedures, forms the sole contract and agreement between Company, Website and App Owner.
8. Term . This Agreement is effective on the date agreed to by App Owner and will continue in full force and effect until terminated in accordance with its terms, by mutual agreement of the Parties, or by applicable law. Company and Website may terminate this Agreement unilaterally at any time by written notice to App Owner.
9. Grant of Rights. App Owner hereby grants, transfers and assigns to Company and Website the permanent, continuing, non-exclusive right to (a)publish the all parts of the Submission on the Website in digital, online, and electronic formats, including without limitation publication on and via the Internet, and (b) use reasonable portions of the Submission in and in connection with Company and Website advertising and promotional activities, in print, electronic, online and digital formats, provided that all such advertising and promotional activities credit App Owner as the owner of the App. App Ownerspecifically acknowledges that this grant of rights includes the right to publish the Submission on the Internet, on an unrestricted website accessible to the general public, and in electronic format.
10. Attribution . Company and Website will take commercially reasonable steps to credit App Owner as the owner of the Submission and App, usingthe name App Owner used at the time of and in connection with the Submission. Company and App Owner acknowledge and agree that (a) use of an ownership credit or creator byline does not make Website or any other Website Content a “joint work” or give App Owner any right, title or interest in or to any Company publication or the Website, and (b) the failure to credit App Owner for the Submission and/or App does not and will not constitute a breach of this Agreement or of any duty owed by Company or Website to App Owner unless the failure resulted from the willful misconduct of Company or Website. App Owner accepts full responsibility for the accuracy and honesty of all portions of the Submission, as submitted to Company and as appearing on Website, and represents and warrants to Company and Website that the name App Owner gives in connection with the Submission is the actual legal name of the writer and/or sole legal owner of the Submission and App.
11. Publication. Company and Website may use website software which automatically publishes Listings submitted to Website pursuant to this Agreement. Company and Website do not currently review Submissions in advance of initial publication but reserve the right to review all Submissions and/or published Listings to determine whether or not Submissions and/or Apps contain Prohibited Content and/or qualify for publication on Website, along with the exclusive, discretionary right to de-publish or delete part or all of any Submissions and/or Apps which contain Prohibited Content or otherwise fail to comply with this Agreement, Website Legal Notices, and standard policies and procedures of Company and Website, as in place from time to time.Company and Website are not content providers with regard to Submissions and Listed Apps. All information contained in Submissions and Apps, as Submitted and as Listed on Website, is created and provided directly by third-party App Owners. Company and Website expressly invoke the legal protections available to non-content-providers to the maximum extent permitted by applicable law. Company and Website may remove Listings at any time, without App Owner’s consent and with no further liability or obligation to App Owner, if Company and Website determine that the relevant Listing violates any term of this Agreement, the Legal Notices, or any other Company or Website policy or procedure. Company and Website have the absolute right to cancel, terminate, or withhold publication of Listings with or without cause and have no obligation to publish any Listing(s). Company and Website reserve the right to terminate Website operations at any time, and accept no liability or responsibility to App Owners or any third party in the event Website operations are interrupted or terminated.
12. Editing, Withdrawal Notice. Company and Website reserve the right to revise, edit and rewrite all Submissions and/or to request that App Ownerrevise, edit and rewrite App Owner’s Submission to comply with reasonable requirements of Company and Website. App Owner expressly waives all “moral rights” relating to the Submission as submitted and as edited or published by Company. If App Owner is asked to revise, edit or rewrite theSubmission Company and Website staff will provide reasonable instructions as to the nature and extent of requested changes. App Owner may refuse to personally make requested changes but may not prevent Company or its representatives from revising, editing or rewriting the Submission or from publishing the Submission as revised, edited or rewritten. App Owner must notify Company and Website in writing if App Owner wishes Company and Website to withdraw or remove a Listing from Website (“Withdrawal Notice”). Company and Website will remove App Owner’s Listing within a reasonable amount of time after receipt of a properly drafted Withdrawal Notice. Company and Website will incur no liability for use of App Owner’s name or publication of any Listing or Submission prior to or within a reasonable time after receipt of an appropriately drafted Withdrawal Notice.
13. Compensation. Consideration of the Submission for possible publication and/or publication of part or all of the Submission on Website is the full, complete and only compensation due App Owner under this Agreement. No additional compensation is due App Owner. Company and Website have no obligation to refund any Fees, whether or not Company and Website publish, refuse to publish and/or cancel publication of App Owner’s Submission(s) for any reason.
14. No Employment Relationship. App Owner warrants, acknowledges and agrees that (a) App Owner is an independent contractor making the Submission on App Owner’s own behalf, (b) App Owner is not and will not claim to be a member, manager, agent, representative, employee or owner of Company or Website, (c) App Owner has no right or claim to compensation or benefits from Company or Website, and (d) this Agreement does not, and will not be deemed to, create any business arrangement, joint venture, joint authorship, employment or other legal relationship between Company, Website and App Owner except as expressly provided herein.
15. Representations and Warranties of App Owner. App Owner hereby represents and warrants to Company that (a) the Submission and App areoriginal works created and/or owned entirely by App Owner, and which do not include any dishonest, plagiarized, or inaccurate content, (b) App Owner has the capacity and authority to enter into this Agreement and compliance with the terms of this Agreement will not, now or in the future, violate the terms of any other contract or agreement to which or by which App Owner is bound or legally obligated, (c) the Submission and App are not in the public domain,(d) the Submission and App do not and will not infringe, violate or conflict with the intellectual property rights of any third party, including without limitation rights of patent, copyright, trademark, trade secret and rights to proprietary works, (e) the Submission and App are not in any way illegal, defamatory, libelous, obscene or an incitement to an illegal act, do not and will not illegally infringe upon the privacy or contract rights of any person or entity, and do not and will not violate the law of any state or the United States, (f) content, recipes, instructions, or recommendations contained or referenced in theSubmission and App are not and will not be harmful or injurious to any reader, user or third party, and (g) App Owner will retain copies of all sources cited or referenced in the Submission and App and will support or verify all statements of fact, quotations and other citations contained in the Submission and App at the request and to the satisfaction of Company and/or Website. All of the representations and warranties contained in this paragraph will survive expiration or termination of this Agreement.
16. Mutual Warranties. App Owner, Company and Website each hereby represent and warrant that (a) the warranting party has read this Agreement completely and carefully and understands its contents and legal consequences, (b) the warranting party has been made aware of his or her right to be separately represented by counsel and has either obtained representation or waived representation and (c) the warranting party is entering into this Agreement voluntarily and no person or entity (whether or not a party to this Agreement) has made any threats, promises or representations of any kind whatsoever to induce the warranting party to execute this Agreement aside from the anticipated performance of the terms and provisions hereof. This paragraph and the representations and warranties contained herein will survive expiration or termination of this Agreement.
17. Indemnity . App Owner will indemnify Company and Website against any and all claims, losses, liabilities, damages, demands, suits, causes of action, judgments, costs and expenses, including without limitation court costs and attorney fees (collectively “Costs”) resulting from or arising out of App Owner’s Submission and/or App as well as App Owner’s breach of the agreements, representations and warranties made by App Owner in this Agreement. This paragraph will survive termination or cancellation of this Agreement.
18. General Terms. App Owner hereby acknowledges and agrees that this Agreement is personal in nature and neither of the Parties may assign or transfer any interest in or arising out of this Agreement without the written consent of the other Party except as specifically permitted by this Agreement or applicable law. This Agreement will be binding on and inure to the benefit of the Parties and their heirs, personal representatives, and permitted successors and assigns. Captions used in this Agreement are for convenience and ease of reference only and will be disregarded for all other purposes, including construction or enforcement of this Agreement. Defined terms in this Agreement apply equally to both singular and plural forms. As context requires, all pronouns include and incorporate the corresponding masculine, feminine and neuter forms. This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. This Agreement (a) is the final, complete and exclusive statement of the agreement between Company, Website, and App Owner, (b) replaces and supersedes any and all prior or contemporaneous oral or written agreements or understandings between Company, Website, and App Owner and (c) may only be modified or amended by a written instrument executed by Company, Website, and App Owner which expressly states that it amends this Agreement. Each Party agrees to take reasonably necessary further actions, to promptly execute and deliver any and all additional documents, instruments, notices and other assurances, and perform other reasonably necessary acts to ensure and effect the performance of its obligations under this Agreement. This Agreement was executed in and will be construed and enforced in accordance with the laws of the State of Washington and the Federal laws of the United States. Nothing contained in this Agreement will be interpreted to require the commission of an illegal act or a violation of applicable law. If any conflict arises between the terms of this Agreement and applicable law the law will prevail, the relevant provisions of this Agreement will be deleted, modified or limited to the extent necessary to comply with law and the other provisions of this Agreement will remain in full force and effect. Notwithstanding any rule or maxim of construction to the contrary, no ambiguity or uncertainty shall be construed against either of the Parties based upon authorship of any of the provisions of this Agreement. Failure to enforce any provision of this Agreement does not and will not constitute a waiver of the right to enforce the same or any other provision in any subsequent situation. Time is of the essence as to every provision of this Agreement that specifies a time for performance.
I, App Owner, agree to and accept this Agreement without reservation. I understand that the decision to click the words "I ACCEPT THE TERMS OF THE SUBMISSION AGREEMENT" indicates my full and complete agreement to each and every one of the terms of this Agreement as if I had signed a written document containing the same.