Terms & Conditions for publishers and Developer – Distribution Agreement

Nu Emotions GmbH, Grafingerstr. 6, WERK1, 81671 Munich, Germany

I. Scope and contract content

The subsequent terms and conditions shall apply in the relationship of the Lazeeva App Store (hereinafter called Lazeeva) and the App Publishers (hereinafter called publishers). The Terms of Use do not apply if the parties have agreed upona deviating regulation in individual cases. By clicking on the Approval – Button the publisherdeclares his consentto these Terms of Use. If the publisherdoesnot agree to these terms, the use of Lazeeva shall be prohibited to him.

Additionally, by accepting these Terms a legally binding contract between Lazeeva and the publisher is concluded. The contract covers the use of Lazeeva for the distribution of apps bythe publisher.

The publisher notes that by distributinghis apps on Lazeeva (for free or against payment) another contractual relationship between him and the respective end user, who downloads/purchases the app isestablished. The publisher shall have sole responsibility for the legal form of this contractual.

In addition to these Terms of Use, the Terms of Use meant for the end-users of Lazeeva shall apply.
Should further agreements between Lazeeva and the publisher be concluded, these Terms apply in addition to those agreements.

II. Definitions

1.Lazeeva App Store

The Lazeeva App Store is an app store (distribution platform) for high-class adult applications.

2.Publisher

Publisher within the meaning of these Terms is the person/entity who offers an app on Lazeeva for the purpose of distribution. Irrespective if he/it developed the app himself/itself, or if the app had been developed by a third party.

3.App

An app is a software application for mobile devices and mobile operating systems.

4. End user

End-users within the meaning of these Terms are private person or legal entities downloading apps from Lazeeva.

5. Transaction fee

The transaction fee is the one fee occurring in any paid sales transaction on Lazeeva.

III.Registration

To use the Lazeeva App Store the publisher must first register as such withLazeeva.
On Lazeeva only registered publishers are allowed to upload apps. Not registered publishers are prohibited from the use of Lazeeva.

IV. Services by Lazeeva

Lazeeva grants the publisher access to the Lazeeva App Store to distribute the app products developed by him.

Furthermore, Lazeeva grants the rights to use the so-called Payment Software Development Kit (PSDK) from Lazeeva for the purpose of providing paid apps and apps offering in-app purchases on Lazeeva. With the aforementioned PSDK the payment can be made by the end user. Among other things the PSDK confirms if the amount of Lazeeva Pearls on the respective user account is sufficient for the acquisition of the paid appor processing of an in-app purchase. Moreover, the publisher receives confidential access- and device informationincluding the software which is necessary for the app’s settings.

V. Services of the publisher and license rights and rights of ownership

The publisher distributes through Lazeeva his own apps or apps which are developed by a third party, on which he owns the exclusive rights. The apps offered by the publisher on Lazeeva must conform to all objectives and purposes of Lazeeva.
The publisher grants Lazeeva a non-exclusive right to use his apps for administrative and demonstrative purposes. Furthermore, the publisher grants Lazeeva the appropriate usage rights of hisapps, which are necessary for the distribution of his apps. Moreover, Lazeeva is permitted to use the publisher’s brand name as well as app names for marketing purposes. In addition, Lazeeva neither owns the apps nor are any further rights granted to Lazeeva. The publisher remains the sole owner of any of his apps distributed through Lazeeva.

VI. Prices and payments

This agreement applies both to free and to paid apps at a user cost that are offered by the publisher through Lazeeva. The publisher commits to quote his prices for Apps in so-called Lazeeva Pearls.

Aforementioned is a virtual payment system. Lazeeva Pearls may only be acquired with real currency. The Lazeeva Pearls are available in packages of different sizes and at different prices. Prices for the Lazeeva Pearls packages can be adapted by Lazeeva. The prices shown at the acquisition date shall be applicable.

All pricing of apps distributed through Lazeeva are at the sole discretion of the publisher. All payments are stated exclusively in the so-called Lazeeva Pearls. The following fixed exchange rate applies to all publisher pay-outs: 1 Lazeeva Pearl = 0.01 Euros (EUR).

Lazeeva charges for each app sold and any in-App-Purchaseexecuted a transaction fee of 35% On a monthly bases, Lazeeva pays-out the revenues generated by the publisher through his apps minus the respective tax and the relevant transaction fee to the publisher’s bank account. In cross-border bank transfers each party bears its own costs for the bank transfer. The prices of the respectively relevant banks apply.  Other methods of payment require a separate written agreement between the parties.

For all revenues generated within the European UnionLazeeva is obligedto directly pay applicable value added tax (VAT) to tax authorities. Thereforeallrevenues generated byapps in the respective countries arelisted in the monthly statement separately. Additionally, alltax that was paid or will be paid (according to respective VAT rates)is stated separately. The publisher is fully responsible for allVAT-payments to tax authorities of non-EU member states.

Sample calculation:

Price in Pearls 199
Exchange Rate: 1 Pearl  EUR 0,01
Price in € 1,99
VAT rate (e.g. Germany) 19%
Vat paid/payable * 0,32
Payout rate 65%
 Payout to publisher  1,09

* This VAT is directly paid by Lazeeva

VII. Design, content and functionality of Apps

The apps offered by the publishers must be in accordance with German law. Furthermore, the apps offered by the publisher must be in accordance with all national laws in each jurisdiction in which they are being offered.
The publisher ensures that he holds all the necessary rights in order to market the app and its content. This relates in particular tointellectual property rights (copyrights).
The apps offered by the publisher on Lazeeva mustnot cause unexpectedly strong network-loads or deliberately violate the Terms of Use of mobile providers. In case of an unavoidably excessive network load due to the nature of the app concerned, the publishercommits to inform the end user in advance.
Furthermore, the apps offered by the publisher may not contain any malicious software of any kind, which might harm the operations of Lazeeva in any ways. Aforementioned applies in relation to the end user as well. This means that the apps offered must not impair the function or interfere in any other way with the devices, networks, servers or other properties andservices of Lazeeva or third parties.
The publishercommits to not placing apps on Lazeeva, which conflict with the business purpose of Lazeeva.In particular it is prohibited to offer such apps that provide the same or similar services as Lazeeva.Furthermore, it is forbidden to distribute or provide apps that have the purpose to support other apps outside of Lazeeva.

VIII.Product reviews

Lazeeva provides end users with the possibility to leave app reviews and ratings.These app reviews can only be rated by end users who have downloaded the respective app.
Furthermore, the aforementioned product reviews can be used by Lazeeva to determine the app ranking within Lazeeva.

IX. Product deactivations

The publisher has the right to remove his app any time from Lazeeva and thus to discontinue any further distribution. In case of aproduct deactivation by the publisher, the fees paid by the end-user minus the transaction fees are payable where applicable.A refund by the publisher is mandatory in those cases, where the end user has purchased the affected app within one year prior to the deactivation.
Disabling apps bythe publisher do not affect the acquired rights by the end user, in particular license and usage rights.The aforementioned deactivation also does not cause removal of apps from devices of the end-users or from areas within Lazeeva where app products which were purchased by the end-user were stored.
Lazeeva can remove any apps uploaded by the publisher at its sole discretion at any time if apps or its content violate these Terms or other relevant regulationsor any laws or policies. However, Lazeeva has no auditing duty of the apps uploaded by the publisher. In the event of removal of anapp byLazeeva the publisher must reimburse Lazeeva for all amounts paid by Lazeeva and the accrued charges and fees (for example, transaction fees).

X. Limitation of Liability and Exclusion

1.

The publisher declares his consent that the content of the app offered by him on Lazeeva is only checked for violations of these Terms and Conditions or againstlegal infringements on a random basis byLazeeva.A legal obligation to check all apps uploadeddoes not exist. The publisher accepts its sole responsibility for malfunctions of his apps and forall violations of his apps’ content against applicable German or international law.

2.

Lazeeva provides its services with the appropriate and necessary care.Lazeeva makes no assurances or warranties with regards to the provision of services.Specifically, the publisherhimself is responsible for securing its relevant data. For data loss Lazeeva assumes no liability.

3.

Additionally, Lazeeva is liable for intentional or grossly negligent caused damages, claims under the Product Liability Law as well as for anyinjuries to life, the body or health in accordance with statutory provisions. For damages based on simple negligence by Lazeeva or its agents, Lazeeva is only liable if an essential contractual obligation has been breached whose fulfillment is essential to the proper execution of the contract, and whose breach endangers the purpose of thecontract and on whose compliance the publishers regularly trusts. In the latter case, however, Lazeeva is not liable for unforeseeable, not contract-typical damages.
Lazeeva is not liable for impairments, limitations or hindrance to performance as well as for delays and disruption of services due to circumstances which are outside its area of responsibility.Specifically, Lazeeva assumes no responsibility for an uninterrupted availability and the realization of connectivityat any time and the constant maintenance of a specified data throughput or data flow for a particular network.

XI. Indemnification

To the extent permitted by law, the publisher indemnifies Lazeeva, the companies associated with Lazeeva and their directors and employees from any claims arising from the fact that the publisher uses Lazeeva in a waythat violates these Terms and Conditions or by violation the rights of others (in particular copyright, trademark and patent rights).The aforementioned list of possible infringements of rights is only exemplary, and is not meant as an enumerative list. Instead, the publisher commits to indemnify aforementioned legal entity and/or natural persons of any claims which accrue from infringements of rights committed by the publisher or his agents.

XII. Warranty for apps

The publisher is responsible for the warranty ofhis products. Lazeeva assumes no liability or warranty for the apps published on Lazeeva.
The publishercommits to maintain the support for his apps offered on Lazeevaand to operate this service in accordance with the law. In particular, he has to render the product warranty required under German law. The warranty rights of the countries in which apps of the publisher are offered, apply accordingly in those countries.

XIII. Contractual Period

This contract is concluded for an indefinite period, unless Lazeeva and the publisher enter into a separate and temporary agreement. The agreement of a contract which is limited in time must be in writing.

XIV. Termination

This contract may be terminated by both parties with a period of fourteen days. The notice must be in writing.
Lazeeva reserves the right to terminate this contract with immediate effect if

1.

the publisher violates these Terms and Conditions

2.

Lazeeva is obliged to do so by law, government orders or by any other act of jurisdiction

3.

or Lazeeva decides to discontinue the operation of Lazeeva.

XV. Data Protection

The apps offered by the publisher on Lazeeva must respect allprivacy rights of the end users and they must include a legally unchallengeable Privacy Statement. It is referred to the provisions on data protection in the Terms and Conditions for end-users.

XVI. Youth Protection

The protection of minors is an important concern of Lazeeva’s management. For this purpose, all publishers offering their apps on Lazeeva, commit to comply with the Terms and Conditions of Lazeeva as well as with all applicable regulations of youth protection (JMStV, JuSchG etc.). The publisher is, according tothe Youth Media Protection State Treaty (Jugendmedienschutz-Staatsvertrag) primarily responsible for his compliance.With so many apps offered on Lazeeva a complete control – performed by Lazeeva – of compliance with the protection of minors cannot be guaranteed.

XVII. Confidentiality Clause

The publisher commits to treat the information, given to him by Lazeeva for the establishment and maintenance of his developer account strictly confidential and not to make them available to unauthorized third parties. In the case of a breach of the duty of confidentiality, Lazeeva reserves the right to claim for damages and other claims related to the violation of the confidentiality obligation against the publisher.

XVIII. Final Provisions

Lazeeva reserves the right to modify these Terms and Conditions, the performance conditions or the prices to restore the balance of the contract, where this is necessary due to unforeseen, particularly technical, legal or regulatory changes after the closing of the contract or has become necessary due to the fact that the parties of which Lazeeva receives necessary preliminary works, change their services or their prices. A price change is limited to the extent of these changes in cost.

A change is only permissibleas long as all essential provisions of the contractual relationship are not being affected by it(in particular those concerning the nature and extent of the services contractually agreed on and the duration including the regulation on termination) and as long as the change isreasonable for is the publisherunder consideration of the mutual interest of the parties.
Any change tothese Terms must be in writing. This also applies to the cancellation of the agreed formal requirements. Agreements that deviate from these terms of use must also be in writing.
The transfer of rights and obligations under this contract by one party to one or more third parties is only permitted with the prior written consent of the other party. Notwithstanding the foregoing restriction on transferability, Lazeeva is allowed to transfer this contract to a company which is an affiliated company of Lazeeva.
Should one or more provisions of these terms of use be or become void or unenforceable, the terms of use will not been affected apart from that. Instead of the void or unenforceable clause,a permitted and lawful clause which follows the intention of the parties shall be includedthat matches the economical and liability-related purpose of the original clause.
The use of Lazeeva as well as these Terms and Conditions are governed solely by the law of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (“UN-Kaufrecht”).
As place of performance and exclusive place of jurisdiction for all mutually claims for services accruing from the contract, including warranty claims, if any, Munich shall be agreed on – if permitted by law.
For disputes arising from or in connection with this contract or with these Terms of Use, the courts of Munich shall be the exclusive jurisdiction, provided the user is a merchant or has no permanent residence in Munich, has transferred his domicile or habitual residence abroad after the effective date of these conditions or if his domicile or habitual residence at the time of legal action is not known.

Status: June 10 2016