APPBACKR DEVELOPER-WHOLESALER AGREEMENT

This APPBACKR DEVELOPER-WHOLESALER AGREEMENT (Agreement) is made by and between any developer (Developer) of a mobile device application (Application) posted to appbackrs online wholesale application marketplace (the Marketplace), and any wholesale purchaser (Buyer) of copies (each, a Copy) of such Application. Each partys checking of the I Accept box below and use of the Marketplace indicate that such party has agreed to this Agreement. Developer and Buyer agree as follows: 1. Introduction. As a condition to being granted access to the Marketplace, Developer has agreed to the terms and conditions of the AppBackr Developer Agreement, which may be found here (the Developer Agreement), and Buyer has agreed to the terms and conditions of the AppBackr Buyer Agreement, which may be found here (the Buyer Agreement). The Developer Agreement sets forth the terms of the relationship between appbackr and Developer, and the Buyer Agreement sets forth the terms of the relationship between appbackr and Buyer. This Agreement sets forth the default terms of the relationship between Developer and Buyer, in connection with any purchase by Buyer of Copies of an Application posted by Developer to the Marketplace. Developer and Buyer are free to amend any or all of the terms of this Agreement, or enter a superseding agreement for a particular transaction or transactions. 2. Purchase and Sale Through the Marketplace.

2.1 Offer and Acceptance. In response to Developers posting of an Application to the Marketplace, Buyer may offer to purchase a designated number of Copies of such Application. Upon Developers acceptance of any such offer from Buyer, this Agreement is effective with respect to such transaction. Developer hereby agrees to sell, and Buyer agrees to purchase, the designated number of Copies set forth in Buyers offer accepted by Developer. 2.2 Buy Out Option. For any Application posted by Developer to the Marketplace, and for which Developer has proposed to allow one Buyer to offer to be the exclusive Buyer of all available Copies of the Application for a specified period of time, Buyer may make such an offer. If accepted by Developer, Buyer will have the right, but not the obligation, to purchase all such Copies made available by Developer for such period. 2.3 Aggregate Minimum Purchase Option. For any Application posted to the Marketplace for which Developer has required that an aggregate minimum number of Copies be purchased by one or more Buyers before any Copies of the Application may be released to the App Store or Android Market or any other markets where your applications are available for download (each, a Retail Outlet), Developer acknowledges that it will receive no money from such account until the threshold is met. If the aggregate minimum purchase threshold is not met by the date specified by Developer, any earlier offers Buyer made to purchase Copies of such Application will be deemed not accepted. 2.4 Outlet: (a) Developer will serve as Buyers agent to the extent necessitated by Apple, Google, and/or any other owners of Retail Outlets who are responsible for collecting, disseminating and recording payments, for purposes of effectuating on behalf of Buyer delivery to a Retail Outlet of Copies of the Application purchased by Buyer. In this regard, Developer will communicate with the Retail Outlet on Buyers behalf (and at Buyers direction), and will maintain an account in good standing with the Retail Outlet.. Buyer acknowledges that (i) any Copies of Developers Application purchased by Buyer will not be available to be downloaded by end users until all Copies purchased before Buyer by other wholesale purchasers through the Marketplace have been downloaded by end users, and (ii) any Copies purchased subsequent to Buyer by other wholesale purchasers through the Marketplace will not be available to be downloaded by end users until all Copies purchased by Buyer have been downloaded by end users. Applications for Sale through a Retail Outlet. For any Application to be sold through a Retail

(b)

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(c)

If the Application is rejected by the Retail Outlet and cannot be revised sufficiently by Developer to be accepted by the Retail Outlet, Developer acknowledges that any earlier offer from Buyer to purchase Copies of such Application will be deemed not to be accepted, and any associated funds will be returned to Buyer by appbackr.

2.5 Risks of Purchasing Copies of Applications. Buyer acknowledges that there are certain risks involved in purchasing Copies of Developers Application, in particular if the Application is still in the process of being developed. In connection with any Application for which Buyer purchases Copies, Developer does not represent or warrant that: (i) any Retail Outlet will approve the Application or make it available for download by end users; (ii) the Application will perform as described; (iii) any Copies of the Application will be downloaded by end users; or (iv) that the Application will generate any revenues for Buyer or Developer (or appbackr). Buyer acknowledges that it is not relying upon any person, firm, or corporation, other than Developer, in making its decision to enter into any transaction with Developer hereunder. 2.6 Third-Party Terms and Conditions. Developer and Buyer acknowledge that all sales and purchases of Copies of Developers Application are subject to additional terms and conditions of third parties, including the Developer Agreement and the Buyer Agreement, as well as the terms and conditions of any Retail Outlet or payment processor. 3. Distributing the Application.

3.1 License Grants. Subject to the terms and conditions of this Agreement, Developer hereby grants to Buyer a non-exclusive, sublicenseable license to each Application for which Buyer purchases Copies, solely for the purposes of (a) authorizing Retail Outlets to make Copies of the Application available for download by end users, and (b) enabling end users to download and use such Copies of the Application. Except as set forth in the foregoing sentence, Buyer shall not, directly or indirectly, in whole or in part: (i) cause or permit any reverse engineering, decompilation, modification, translation or disassembly of any of Developers Applications; (ii) modify, or create derivative works based upon any such Application; or (iii) do anything which would adversely affect Developers right, title or interest in or to such Application. 3.2 Marketing Developers Applications. Buyer may market any Application of Developer for which Buyer purchases Copies. Developer is not responsible for participating in any such marketing efforts, or for paying any costs associated with such marketing. 3.3 Trademark License. Subject to the terms and conditions of this Agreement, Developer hereby grants to Buyer a limited, non-exclusive, non-transferable, revocable license to use, display and reproduce Developers trademarks (if any) solely for the purpose of identifying Developer in connection with Buyers marketing of the Application. Buyer acknowledges that Developers trademarks are and will remain the exclusive property of Developer, and all use by Buyer of any such trademarks of will inure solely to the benefit of Developer. Buyer shall not adopt, use, or attempt to register any trademark or trade name that is confusingly similar to any of Developers trademarks or in such a way as to create combination marks with any of Developers trademarks. At Developers request, Buyer shall modify or discontinue any use of Developers trademarks if Developer determines that such use does not comply with Developers then-current trademark usage policies and guidelines. Buyer shall not disparage Developer or any of Developers Applications, or make any unauthorized representations or guarantees about the Developer or any such Application. 3.4 Information About the Application. Buyer may ask Developer questions about any Application posted to the Marketplace by Developer, and Developer may, but is not required to, respond to such questions either through the Marketplace or offline. 4. Responsibility for the Application.

4.1 Necessary Rights. Developer represents and warrants that Developer has all rights in any Application that Developer posts to the Marketplace necessary to authorize Copies of such Application to be distributed (and downloaded) as contemplated by this Agreement.

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4.2 Development and Support Costs. Developer shall be solely responsible for the development and support of Developers Applications, including any associated costs. Buyer (and appbackr) shall not be responsible for supporting any of Developers Applications. 4.3 Application Updates. Developer may make modifications, improvements or augmentations to any Application of Developer, including the implementation of additional features or functions, from time to time in Developers discretion. Any such modification to an Application will not affect or alter Copies of such Application previously purchased by Buyer. 4.4 No Guarantee of Approval or Download. Developer does not warrant that any Retail Outlet will approve any Application posted to the Marketplace by Developer, or that end users will purchase downloads of any such Application. 5. Fees and Payments.

5.1 Payment by Buyer. In consideration for the licenses granted hereunder, Buyer shall make the payment to appbackr as set forth in the table below (to be distributed to Developer, less appbackrs commission, pursuant to the Developer Agreement) for each Copy of Developers Application purchased by Buyer through the Marketplace. Such payment will be due immediately upon Developers acceptance of the offer from Buyer to purchase the associated Copies of Developers Application. Amount Due From Buyer Per Copy Purchased Per Download Retail Price (or Suggested Retail Price) $0.99 $1.99 $2.99 and above In-Process Applications $0.35 $0.70 $1.05 plus $0.35 for each additional $1 Completed Applications $0.45 $0.90 $1.35 plus $0.45 for each additional $1

5.2 Payments to Buyer. For each download (if any) by an end user of a Copy of Developers Application purchased by Buyer through the Marketplace, Buyer shall be due a payment as set forth in the table below. Such payment will be paid upon distribution of the proceeds by the applicable Retail Outlet (less any commissions due to such Retail Outlet and the commissions due to appbackr) for the retail price paid by each such end user. Amount Due to Buyer Per Copy Downloaded Per Download Retail Price (or Suggested Retail Price) $0.99 $1.99 $2.99 and above In-Process Applications $0.54 $1.08 $1.62 plus $0.54 for each additional $1 Completed Applications $0.57 $1.14 $1.71 plus $0.57 for each additional $1

5.3 Facilitating Payments. Developer and Buyer acknowledge that appbackr may facilitate distributing the amounts due in accordance with Sections 5.1 and 5.2, all subject to the Developer Agreement and the Buyer Agreement. All fees imposed by PayPal or other authorized payment processor shall be the responsibility of the party 3
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receiving the payment. Buyer shall pay for all reasonable costs (including reasonable attorneys fees) incurred by Developer (or appbackr acting on behalf of Developer) in collecting any past due amounts under Section 5.1, and Developer shall pay for all reasonable costs (including reasonable attorneys fees) incurred by Buyer (or appbackr acting on behalf of Buyer) in collecting any past due amounts under Section 5.2. 5.4 Taxes. Developer and Buyer each acknowledge that all commissions, compensation, fees and any other amounts due appbackr under the Developer Agreement and/or the Buyer Agreement shall be net of any sales, use, gross receipts, value added, transfer, telecommunications or other taxes. 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 Buyer (if not administered by such Retail Outlets), and providing applicable resale certificates to Developer and/or appbackr upon request. 6. Term and Termination. This Agreement will commence upon Developers first acceptance of an offer from Buyer to purchase Copies of one of Developers Applications, and, unless terminated early as set forth herein, will remain in full force and effect until the last Copy purchased by Buyer of any of Developers Applications has been downloaded by an end user. 6.1 Termination Without Cause by Either Party. Either party may terminate this Agreement at any time without cause, by providing written notice to the other party. Any termination under this Section 6.1 shall be effective immediately. 6.2 Effects of Termination. (a) Expiration or termination of this Agreement hereunder shall not relieve either party of any obligation accruing prior to such expiration or termination. For the avoidance of doubt, Developer will remain responsible for all obligations of Developer under this Agreement associated with Copies of Application(s) purchased by Buyer as of such expiration or termination, and Buyer shall remain responsible for making any payments not yet made for Copies of Application(s) purchased by Buyer as of such expiration or termination. If this Agreement is terminated 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, Developer shall be responsible for paying Buyer (through appbackr) the amounts Buyer would have received if all Copies purchased by Buyer as of such termination had been downloaded to end users on the terms in effect as of such termination. Expiration or termination of 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.

(b)

(c)

6.3 Survival. All provisions of this Agreement which by their nature contemplate performance after the expiration or termination of this Agreement shall survive such expiration or termination. 7. Intellectual Property.

7.1 Ownership of the Applications. As between the parties, Developer retains all rights, title and interest in the Applications (and all intellectual property rights therein), and Buyer acquires 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 Developers Application, each such transaction amounts to a license, as set forth in Section 3 above, and no intellectual property rights to any Application are transferred in connection with Buyers purchase of Copies of the Application through the Marketplace. 7.2 Ownership of Developers Trademarks. All of Developers trademarks, including those licensed under Section 3.3, are the exclusive property of Developer (and/or its licensors). 8. Mutual General Representations and Warranties. 4
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8.1 By Developer. Developer represents and warrants to Buyer as follows: (i) Developer has the full right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; (ii) the acceptance of this Agreement by Developer, and the performance by Developer of its obligations and duties hereunder, do not and will not violate any agreement to which Developer is a party or by which it is otherwise bound; (iii) when accepted, this Agreement will constitute the legal, valid and binding obligation of Developer, enforceable against Developer in accordance with its terms; (iv) the performance by Developer of its obligations and duties and exercise of its rights hereunder will not violate any applicable law or regulation; and (v) if acting on behalf of a company, organization or other corporate entity, Developer has the necessary rights to bind such entity. 8.2 By Buyer. Buyer represents and warrants to Developer as follows: (i) Buyer has the full right, power and authority to enter into this Agreement and to perform the acts required of it hereunder; (ii) the acceptance of this Agreement by Buyer, and the performance by Buyer of its obligations and duties hereunder, do not and will not violate any agreement to which Buyer is a party or by which it is otherwise bound; (iii) when accepted, this Agreement will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms; (iv) the performance by Buyer of its obligations and duties and exercise of its rights hereunder will not violate any applicable law or regulation; and (v) if acting on behalf of a company, organization or other corporate entity, Buyer has the necessary rights to bind such entity. 9. No Warranty Regarding Applications. EACH APPLICATION POSTED TO THE MARKETPLACE IS PROVIDED AS IS. DEVELOPER EXPRESSLY DISCLAIMS 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. DEVELOPER MAKES NO WARRANTY THAT: (I) ANY APPLICATION WILL MEET THE REQUIREMENTS OF BUYER OR ANY END USER; (II) ANY APPLICATION WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF ANY APPLICATION WILL BE ACCURATE OR RELIABLE. 10. Limitations of Liability. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, OR ITS 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 THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. EXCEPT FOR ANY AMOUNTS DUE UNDER INDEMNIFICATION OBLIGATIONS HEREUNDER, EACH PARTYS AGGREGATE LIABILITY TO THE OTHER UNDER THIS AGREEMENT IS LIMITED TO THE TOTAL AMOUNT PAID BY BUYER TO PURCHASE COPIES OF DEVELOPERS APPLICATIONS. Each party acknowledges that appbackr shall have no liability under this Agreement to the Developer, Buyer or any third party. 11. Indemnification.

11.1 By Developer. Developer shall indemnify, defend and hold harmless Buyer against any claim or action brought by a third party against Buyer to the extent based upon (i) a claim that any Application posted to the Marketplace by Developer infringes or misappropriates any third-partys intellectual property right, right of privacy, or other proprietary right; (ii) Developers negligence or willful misconduct; or (iii) a breach of any representation or warranty of Developer under this Agreement. Buyer shall promptly notify Developer in writing of any such claim, give Developer full authority and control of the settlement and defense of the claim, and fully cooperate with Developer in the defense of such claim. Developer shall have no obligation to Buyer under subsection (i) of this Section 11.1 for any claim that arises from: (a) any modification to the Application by anyone other than Developer or its designee; or (b) use of the Application other than as specified in this Agreement. 11.2 By Buyer. Buyer shall indemnify, defend and hold harmless Developer against any claim or action brought by a third party against Developer to the extent based upon (i) Buyers use of Developers trademarks other 5
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than as expressly permitted under this Agreement; (ii) Buyers negligence or willful misconduct; or (iii) a breach of any representation or warranty of Buyer under this Agreement. Developer shall promptly notify Buyer in writing of any such claim, give Buyer full authority and control of the settlement and defense of the claim, and fully cooperate with Buyer in the defense of such claim. 12. Miscellaneous.

12.1 Governing Law. The Agreement and the relationship between Developer and Buyer 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 must be instituted exclusively in the federal or state courts located in the State of California and in no other jurisdiction. Each party consents to exclusive personal jurisdiction and venue in, and agree to service of process issued or authorized by, any such court. 12.2 No Assignment. Buyer may not assign Buyers rights under this Agreement without Developers prior written consent, and any attempted assignment will be null and void. All terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective transferees, successors and assigns. 12.3 Amendments. This Agreement may be amended only by a writing singed by both parties hereto.

12.4 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. 12.5 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. 12.6 Entire Agreement; No Waiver. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof. Either partys 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. 12.7 Notices. All notices, requests, consents and other communications that are required or permitted hereunder shall be in writing, and shall be deemed to have been given when delivered personally, or sent via an international courier service, or sent via facsimile with a confirmation sent next day by an international courier service, to the applicable address of the other party available from appbackr or via the Marketplace, and shall be effective on the day of receipt of the notice if received during normal business hours of the addressee, and if not received during such normal business hours, then on the first business day of the addressee after such receipt. 12.8 Independent Contractors. It is the intention of Developer and Buyer that the parties are, and shall be deemed to be, independent contractors with respect to the subject matter of this Agreement, and nothing contained herein shall be deemed or construed in any manner whatsoever as creating any joint venture, employment or other similar relationship between the parties.

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