Developer Agreement

WhatACart Extension Distribution & Service Agreement

PREAMBLE

Usha Informatique has developed an open source software platform "WhatACart", released under license GPL 3.0, facilitate users to develop e-commerce store in an easy way. The software can be downloaded free of charge from the website www.whatacart.com.

The software provided is developed on top of Yii2 framework, a high performance php framework, in modular fashion to enable client to personalise his e-commerce site. The software supports addition of extra functionality("Extensions" as defined hereafter) or choosing new commercial interface("Themes" as defined hereafter).

The "Extensions" consist of payment gateways, shipping methods, enhancements, themes and code modification to enhance the functionality of the software. Extensions for the software are marketed via the "Marketplace". Extensions are developed either by Usha Informatique itself, or independently, by third parties developers ("Developers", as defined hereafter). These Terms and Conditions are intended to define the rights of and duties towards WhatACart and the Developers, in the context of the distribution and marketing of their Extensions.

This EXTENSION DISTRIBUTION & SERVICE AGREEMENT (this "Agreement") is a binding contract between you ("Developer" or "you" or "your") and Usha Informatique. Developer and Usha Informatique are each a "Party" and collectively the "Parties." You are agreeing to be bound by this Agreement on behalf of your employer or other entity, and you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite authority, you may not accept this Agreement on behalf of your employer or other entity. By accepting these terms where the option is made available to you, and/or by accessing or submitting or uploading your Extension to WhatACart Marketplace, you agree to be bound by the terms of this Agreement.

In consideration of the mutual covenants and the premises contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, Usha Informatique and Developer hereby agree as follows:

1. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings as set forth below:

1.1 "Business Day" means any day, which is not a Saturday, Sunday, a government holiday in India (and for services provided in a specific country, the official holidays of such country).

1.2 "Corporate Affiliate" of a party means an entity or person that directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such party, where "Control" means possession of the power to direct or cause the direction of the management and policies of that party through direct or indirect: (a) majority ownership; or (b) ownership sufficient to be deemed a controlling interest. An entity shall be deemed an affiliate for only so long as such Control exists.

1.3 "Extension" means a product or service that is purchased or downloaded through the WhatACart Marketplace, together with any provided documentation. Extensions include, but are not limited to, payment gateways, shipping methods, enhancements, themes and code modification developed by the developers or Usha Informatique team whether singularly, collectively or in any combination.

1.4 "Marketplace" means the WhatACart Marketplace at WhatACart website, as may be modified by Usha Informatique from time to time.

1.5 "Software" means WhatACart open source software that includes, but is not limited to, a user interface, customizations and integration capabilities with Developer's Extension, and all derivatives thereof.

1.6 "Clients means any individual or company that wishes to acquire one or more Extensions on Marketplace.

1.7 "Third-Party Service Provider" means a third party other than Usha Informatique that provides services.

1.8 "Ticket System": refers to support ticket system provided by Usha Informatique for communication of issue related to extension between the client and developer

2. OWNERSHIP AND GRANT OF RIGHTS

2.1 Ownership. Except as set forth herein, no right, title or interest in the Extension is transferred to Usha Informatique by means of this Agreement. Usha Informatique will not remove, alter, cover or obscure any Developer trademark, copyright notice or any other proprietary rights notice in the Extension. The Extension other than the Software (the "Works"), including all intellectual property rights therein, shall be exclusively owned by Developer. No right, title or interest in the Software is transferred to Developer by means of this Agreement.

2.2 Grant of Rights to Usha Informatique. Subject to the terms and conditions of this Agreement, Developer hereby grants to Usha Informatique the limited, non-exclusive, non-transferable, sublicenseable right during the term of this Agreement to use, execute, install, market and distribute the source code versions of the Extension directly to Clients.

2.3 Software Modification License. Subject to the terms and conditions of this Agreement, Developer grants to Usha Informatique a non-exclusive, non-transferable, sublicensable, and limited license to modify and create derivative works of the Extension software solely as reasonably required to implement a version of the Extension software for Clients that includes Developer’s font and color selections and a display of Developer’s logo.

2.4 Documentation License. Subject to the terms and conditions of this Agreement, Developer grants to Usha Informatique a non-exclusive, non-transferable, sublicenseable, and limited license: (i) to reproduce Software-related user documentation provided by Developer ("Documentation") to Clients, and (ii) to modify and create derivative works of such Documentation, and to modify and create such derivative works solely as are reasonably required to permit Usha Informatique branding of the Documentation in the form of Developer’s font and color selections and a display of Developer’s logo.

2.5 Compatibility with Software. Developer shall be responsible for the integration and shall ensure full compatibility of such Extension with the Software in accordance with the documentation and standards made available to Developer. As a registered Developer, you may have access to certain proprietary content that Usha Informatique may make available to you from time to time ("Content"). Subject to the terms and conditions of this Agreement, Usha Informatique hereby grants to Developer a limited, revocable, non-exclusive, non-transferrable, non-sublicenseable license to access and use such Content solely for the purposes contemplated by this Agreement. Except for the license rights expressly set forth in this Section, no right, title or interest in the Content or the Software is transferred to Developer by means of this Agreement. Your rights under this license to use and access the Content will terminate automatically without notice if you fail to comply with any of these provisions.

3. RESTRICTIONS

3.1 You agree not to exploit Marketplace or any services or content provided to you as a registered Developer, in any unauthorized way, including, but not limited to, by trespass, burdening network capacity, falsifying or modifying user reviews, inflating page views, tampering with system or quality signals, or using Marketplace or the Content other than for authorized purposes.
Copyright and other intellectual property laws protect Marketplace and its Content and you agree to abide by and maintain all notices, license information, and restrictions contained therein. Unless expressly permitted herein or otherwise permitted in a separate agreement with Usha Informatique, you may not modify, publish, network, rent, lease, loan, transmit, sell, participate in the transfer or sale of, reproduce, create derivative works based on, redistribute, perform, display, or in any way exploit Marketplace, or Content in whole or in part. You may not decompile, reverse engineer, disassemble, attempt to derive the source code of any security components of Marketplace (except and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by any licensing terms accompanying the foregoing). Use of Marketplace, Content or services to violate, tamper with, or circumvent the security of any computer network, software, passwords, encryption codes, technological protection measures, or to otherwise engage in any kind of illegal activity, or to enable others to do so, is expressly prohibited. Usha Informatique retains ownership of all of its rights in Marketplace, the Content and services, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any Usha Informatique intellectual property.

3.2 Maintenance. Following the launch of Developer’s Extension, Developer shall use reasonable efforts to provide extension updates and content refreshments for all titles and brands associated with the Extension that Developer provides to Usha Informatique hereunder when Developer releases such updates and refreshments as part of its regular development and release schedule.

4. DELIVERY, REVIEW AND ACCEPTANCE

Usha Informatique shall have thirty (10) business days from receipt of the Extension hereunder to evaluate and accept or reject such Extension for distribution (the "Acceptance Testing Period"). If Usha Informatique rejects the Extension pursuant to this Section 4, Usha Informatique shall notify Developer using Ticket System or via e-mail within the Acceptance Testing Period. Any acceptance of the Extension shall not prejudice Usha Informatique's rights or limit Developer’s obligations and warranties under this Agreement.

4.1 Technical Review. You are responsible for evaluating and testing your Extension as to its technology, functionality, performance, security, and user interface before your Developer Extension can be submitted to Usha Informatique for review and listing on the Marketplace. Upon submission of Developer’s Extension, Usha Informatique reserves the right to conduct any type of review of your Extension and will perform a review, which may include, but is not limited to, security testing, plagiarism review and evaluation of your coding practices.

4.2 Adherence to Extension Guidelines. If Developer’s Extension passes Usha Informatique's technical review, the Extension will be subject to Usha Informatique's "Extension Guidelines", which guidelines may be modified or updated, in Usha Informatique's discretion, from time to time. The technical and guideline review will be completed within the Acceptance Testing Period, and Developer will be notified if such Extension has passed all applicable reviews.

5. PAYMENTS

5.1 Payments and Compensation for Services. Unless the Parties otherwise agree in writing, Developer and Usha Informatique shall pay the fees as set forth in Appendix A or in accordance with the terms and conditions. If Developer obtains revenue from the initial sale of an Extension, or collects subsequent revenue after the sale of, and related to, the Extension, within the WhatACart interface or externally, including, but not limited to: ongoing subscription fees, referral revenue, add on fees, upgrades or affiliate fees, Developer shall be required to make a payment to Usha Informatique as set forth in Appendix A or in a separate document otherwise agreed in writing between the Parties. Developer acknowledges and agrees that these transactions shall be subject to additional charges by Usha Informatique and shall be quoted separately by Usha Informatique.

5.2 Currency. All payments to and from each Party under this Agreement will be made in USD.

5.3 Dispute Resolution. If any dispute arises relating to either Parties' rights or obligations hereunder and the Parties are unable to resolve the dispute in the ordinary course of business, Developer and Usha Informatique will work together in good faith to resolve the matter in accordance with this Section 5.3. If the Parties are unable to resolve the dispute, either Party shall be free to pursue any remedy it may have at law or in equity.

6. TRADEMARK LICENSE

6.1 Trademarks. The Usha Informatique Marks (as defined below) shall be the sole and exclusive property of Usha Informatique.

6.2 Use of Marks by Developer. Subject to the terms and conditions of this Agreement, and upon your election to license the Extension Software and Documentation branded with the Usha Informatique Marks (defined below in this Section), pursuant to Section 6.1 above, Usha Informatique grants to you, during the term of this Agreement, a non-exclusive, non-transferable, revocable, royalty-free license (without the right to grant sublicenses except as expressly set forth in this Agreement) to use and reproduce the trademarks and trade names of Usha Informatique as notified by Usha Informatique to Developer ("Usha Informatique Marks"), solely in connection with marketing WhatACart Software. Usha Informatique grants no rights in the Usha Informatique Marks other than those expressly granted in this Section 6.2. You acknowledge Usha Informatique's exclusive ownership of the Usha Informatique's Marks. You agree not to take any action inconsistent with such ownership and to cooperate, at Usha Informatique's request and expense, in any action (including the conduct of legal proceedings), which Usha Informatique deems necessary or desirable to establish or preserve Usha Informatique's exclusive rights in and to the Usha Informatique Marks. You will not adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the Usha Informatique Marks or in such a way as to create combination marks with the Usha Informatique Marks. Upon Usha Informatique's request, you will provide Usha Informatique with samples of all your materials that contain the Usha Informatique Marks prior to their public use, distribution, or display for Usha Informatique's quality assurance purposes and will obtain Usha Informatique's written approval before such use, distribution, or display. At Usha Informatique's request, you will modify or discontinue any use of the Usha Informatique Marks if Usha Informatique determines that such use does not comply with Usha Informatique's Trademark Usage Policy. You acknowledge and agree that, except with respect to the trademark license granted herein and to the Usha Informatique Marks, no licenses are granted by Usha Informatique to any other trademarks, service marks, or trade names owned by Usha Informatique. The use of any Usha Informatique Marks, directly or indirectly, by Developer inures solely to the benefit of Usha Informatique.

6.3 Use of Marks by Usha Informatique. Subject to the terms and conditions of this Agreement, Developer grants to Usha Informatique the limited, non-exclusive, non-transferable, sublicenseable right during the term of this Agreement to use the trademarks, trade names, logos and other proprietary indicia owned or licensed by Developer associated with Developer or Developer’s Extensions, as well as descriptions of Developer’s Extensions, in marketing materials and communications and in connection with Marketplace, applications or services for the purposes of marketing, selling, distributing or providing services related to Developer’s Extensions.

7. CUSTOMER SERVICE

7.1 Customer Service. Developer shall be solely responsible for performing, in a manner consistent with good industry practice, all 24/7 technical support services requested or required by Clients that are related to the WhatACart Software and services using the support ticket system provided on the site. Developer will provide all direct communications and services to and from client with respect to all support services using the support ticket system provided. Developer will use continuous efforts, with appropriate escalation to senior management, to provide a resolution for any problem as soon as is commercially reasonable, but no later than two (2) business days.

8. REPRESENTATIONS AND WARRANTIES

8.1 By Developer. Developer hereby represents and warrants to Usha Informatique that:

(a) Developer owns or is a valid licensee of the Extension provided by Developer to Usha Informatique hereunder, and Developer has the right to license and has licensed the Extension hereunder;

(b) The Extension developed and/or provided by Developer to Usha Informatique pursuant to this Agreement does not infringe upon the proprietary rights of any third parties;

8.2 By Usha Informatique. Usha Informatique hereby represents and warrants to Developer that:

(a) Usha Informatique in good standing, with full power and authority to enter into this Agreement and to carry out its obligations hereunder; and

(b) This agreement constitutes a valid and binding Agreement of Usha Informatique, enforceable against it in accordance with its terms.

8.3 Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY PROVIDES ANY OTHER WARRANTIES TO THE OTHER PARTY, EITHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

9.1 Developer Indemnification. Developer agrees to indemnify and hold Usha Informatique and its employees harmless against any loss, damage, expense, or cost, including reasonable attorneys’ fees, arising out of any third party claim related to (a) a breach of the warranties set forth in Section 8.1 hereof, or (b) the gross negligence or intentional misconduct of Developer or Developer’s employees or agents. Usha Informatique shall promptly inform Developer of any such claim, demand, suit or judgment, and Usha Informatique shall cooperate with Developer with respect to the defense or settlement thereof.

9.2 Usha Informatique Indemnification. Usha Informatique agrees to indemnify and hold Developer and its employees and affiliates harmless against any loss, damage, expense, or cost, including reasonable attorneys’ fees, arising out of any third party claim related to (a) a breach of the warranties set forth in Section 8.2 hereof, or (b) the gross negligence or intentional misconduct of Usha Informatique or Usha Informatique's employees. Developer shall promptly inform Usha Informatique of any such claim, demand, suit or judgment, and Developer shall cooperate with Usha Informatique with respect to the defense or settlement thereof.

10. LIMITATION OF LIABILITY

EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9 HEREOF IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR FOR ANY CLAIMS OF LOST OR ANTICIPATED PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR OWED BY USHA INFORMATIQUE TO DEVELOPER UNDER THIS AGREEMENT DURING THE 12 MONTHS PRECEDING THE EVENTS FIRST GIVING RISE TO THE CLAIM.

11. CONFIDENTIALITY

11.1 Definitions. For purposes of this Section 11, the following terms shall be defined as follows:

"Confidential Information" shall mean: (i) the trade secrets and technology embodied in the Extension, including, without limitation, the source code thereof and/or in any work in progress in connection therewith; (ii) any information disclosed by the disclosing Party to the receiving Party or any of each Party’s employees or agents in connection herewith, including, without limitation, any financial disclosures; (iii) information concerning each Party’s marketing or product plans and any other confidential business or technical information disclosed to the receiving Party in the furtherance of this Agreement, including information of a Party’s Corporate Affiliate(s); and (iv) the terms of this Agreement. "Confidential Information" shall not include information that: (A) is or becomes generally known or available by publication, commercial use or otherwise through no breach of this Agreement by the receiving Party; (B) is known by the receiving Party at the time of disclosure by the disclosing Party; (C) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information; (D) is lawfully obtained from a third party who has the right to make such disclosure; or (E) is released for publication by the disclosing Party in writing.

11.2 Confidentiality Obligations. Unless the receiving Party receives the prior written consent of the disclosing Party, each Party hereby agrees that the Confidential Information (a) is confidential to the disclosing Party; (b) shall be held in strict confidence by the receiving Party; and (c) shall not be disseminated or disclosed to any third party, or to any employee, agent, contractor or Corporate Affiliate of the receiving Party without a need to know. The receiving Party shall not use the disclosing Party’s or its Corporate Affiliates’ Confidential Information for any purpose whatsoever other than performance of its rights and obligations under this Agreement. The receiving Party shall use at least the same degree of care, and in no event less than reasonable care, in protecting the disclosing Party’s Confidential Information as it uses to protect its own. The receiving Party shall remind all employees, agents or contractors of the receiving Party of the confidentiality requirements imposed by this Agreement, which requirements shall apply to all such employees, agents and contractors.

12. TERM AND TERMINATION

12.1 Term. The term of this Agreement shall begin on the Effective Date and continue until this Agreement is terminated by either Party in accordance with this Section 12.

12.2 By Usha Informatique. Usha Informatique may terminate or suspend you as a Developer immediately, at any time in Usha Informatique's sole discretion. If Usha Informatique terminates you as a Developer, thus terminating this Agreement, Usha Informatique reserves the right to deny your reapplication at any time in Usha Informatique's sole discretion.

12.3 By Developer. In the event of a material breach by Usha Informatique of a provision hereof, which breach is not cured by Usha Informatique within thirty (30) days of Usha Informatique receiving written notice of such breach from Developer, Developer may immediately terminate this Agreement by delivering written notice thereof to Usha Informatique. In addition, Developer may, for any other reason, terminate this Agreement by provision of thirty (30) days' advance written notice to Usha Informatique.

12.4 Change of Control. Usha Informatique may terminate this Agreement upon provision of ninety (90) days' advance written notice upon the occurrence of one of the following (each, an "Exit Event"): (i) the acquisition, directly or indirectly by any person or related group of persons, of beneficial ownership of securities possessing more than fifty percent (50%) of the total combined voting power of Developer’s outstanding securities (other than an acquisition by such party or an affiliate of such party); (ii) a merger, consolidation, reorganization of the other party or a similar business combination, in which Developer is not the surviving entity (except for reorganization for tax/other technical reasons); or (iii) the sale, transfer or other disposition of all or substantially all of Developer’s assets.

12.5 Effect of Expiration or Termination. Upon any expiration, termination or suspension of this Agreement, all rights and licenses granted to you by Usha Informatique will automatically and immediately cease, including your right to access Marketplace. Upon the expiration or termination of this Agreement:

Usha Informatique shall remove the Extension from Marketplace;
All rights in the Extension granted to Usha Informatique by Developer hereunder shall revert to Developer;
Usha Informatique's right to distribute the Extension will cease;
Each Party shall cease all use of the other Party’s logos and trademarks and destroy or deliver all materials in their control or possession, which bear such logos or trademarks;
Each Party shall deliver or destroy, in accordance with the disclosing Party's instructions, all materials that contain the disclosing Party's Confidential Information. Developer shall not be entitled to any refund or partial refund of any amounts paid under this Agreement. Any amounts owed to Developer under this Agreement before such termination or expiration (less any costs, expenses, fees, Merchant Customer refunds, damages or other liabilities arising from Developer’s Extensions or Developer’s performance under or breach or termination of this Agreement) will be due and promptly paid by Usha Informatique upon such expiration or termination. Any amounts owed to Usha Informatique under this Agreement before such termination or expiration will be due and promptly paid by Developer upon such expiration or termination.

12.6 Survival. Termination of this Agreement shall not affect any right of either Party that accrued prior to the date of termination. The provisions of Sections 2.1, 6, 9, 10, 11, 12.5, 12.6, and 13 shall survive the termination or expiration of this Agreement.

13. USHA INFORMATIQUE INDEPENDENT DEVELOPMENT

Nothing in this Agreement will impair Usha Informatique's right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, any other products, software or technologies that you may develop, produce, market, or distribute. In the absence of a separate written agreement to the contrary, Usha Informatique will be free to use any information, suggestions or recommendations you provide to Usha Informatique pursuant to this Agreement for any purpose, subject to any applicable patents or copyrights.

14. NON-DISPARAGEMENT

Each Party agrees that it will not disparage or make negative statements (or induce or encourage others to disparage or make negative statements) about the other Party, its Corporate Affiliates, or any of its past or present officers, directors, agents, employees, attorneys, successors and assigns. For the purposes of this provision, the term "disparage" means any comments or statements, which would adversely affect in any manner: (i) the conduct of a Party's business; or (ii) the business reputation or relationships of a Party and/or any of its past or present officers, directors, agents, employees, attorneys, successors and assigns.

15. GENERAL

15.1 Governing Law. This Agreement shall be governed by and interpreted in accordance with the substantive laws of the State of Haryana, without regard to conflicts of laws principles. The Parties further submit to and waive any objections to personal jurisdiction and venue in Gurgaon District Court, for any disputes arising out of this Agreement.

15.2 Relationship of Parties. The Parties acknowledge and agree that Developer has the status of independent contractor in relation to Usha Informatique, and nothing in this Agreement shall be deemed or construed to place the Parties in the relationship of employer/employee or principal/agent. Neither you nor Usha Informatique is a partner, an agent or has any authority to bind the other. You agree not to represent otherwise. You also certify that you are of the legal age of majority in the jurisdiction in which you reside (at least 18 years of age in many countries) and you represent that you are legally permitted to become a registered WhatACart Developer. Developer shall be responsible for any withholding taxes, payroll taxes, disability insurance payments, unemployment taxes, and other similar taxes or charges on payments to Developer hereunder.

15.3 Assignment. This Agreement may not be assigned in part or in whole by either Party without the prior express written consent of the other Party; provided, however, that Usha Informatique may assign this Agreement to its affiliates or in connection with a merger, acquisition, divestiture or similar corporate transaction.

15.4 Interpretation. This Agreement shall be interpreted in accordance with its terms and without any strict construction in favor of or against either Party.

15.5 Severability. Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in full force and effect as though such provisions were deleted.

15.6 Notices. Any notice required or permitted to be sent hereunder, unless otherwise stated herein, shall be made in writing and shall be deemed delivered (a) if hand delivered, on the date of delivery, or (b) if mailed, three (3) days after it is placed in the mail if mailed by certified or registered mail, postage pre-paid with return receipt requested, to either Party at the addresses listed above.

15.7 Entire Agreement; Amendment; Communication. This Agreement states the entire agreement between the Parties with respect to the subject matter hereof. This Agreement supersedes all prior negotiations, understandings, discussions, representations or agreements between the Parties hereto with respect to the subject matter hereof. Both Parties acknowledge and agree that they are not entering into this Agreement based upon any representations other than those contained herein. Both Parties have had the opportunity and ability to consult legal counsel of their own choosing. This Agreement may be amended by an instrument in writing signed by both Parties. In addition, Usha Informatique reserves the right, at its discretion, to modify this Agreement, including any rules and policies, at any time by posting notice of such changes to the terms and conditions. You will be responsible for reviewing and becoming familiar with any such modifications (including new terms, updates, revisions, supplements, modifications, and additional rules, policies, terms and conditions) (collectively, "Additional Terms") communicated to you or posted by Usha Informatique. All Additional Terms are hereby incorporated into this Agreement by this reference and your continued use of Marketplace will indicate your acceptance of any Additional Terms. If Developer does not agree with all Additional Terms,

Developer shall immediately provide written notice to Usha Informatique of its termination of this Agreement, which shall be Developer's sole and exclusive remedy
All of Usha Informatique's obligations and all rights granted to Developer under this Agreement shall immediately cease. Additional Terms will not be retroactive. Additional Terms will become effective, and will be deemed accepted by Developer, (a) immediately for those who become Developers after the notification is posted, or (b) for pre-existing Developers, on the date specified in the notice, which will be no sooner than 10 days after the changes are posted (except changes required by law which will be effective immediately). In addition, Usha Informatique may be sending communications to you from time to time. Such communications may be in the form of phone calls and/or emails and may include, but not be limited to, marketing materials, technical information, and updates and/or changes regarding your participation as a Developer. By agreeing to this Agreement, you consent that Usha Informatique may provide you with such communications.

APPENDIX A TO WHATACART EXTENSION DISTRIBUTION & SERVICE AGREEMENT FEES, PAYMENT

(a) During the Term, Usha Informatique will remit to you, within seven (7) days, (i) an amount equal to 80% of the initial sale price of the Developer Extension ("Direct Revenue") received into Usha Informatique's bank account. In case any refund request or chargeback is received by Usha Informatique, the final decision would be taken by Usha Informatique to verify refunds and Chargebacks legitimacy.

(c) All payments due to you pursuant to the Agreement shall be made via PayPal to an account designated in writing by you. You may be responsible for establishing and maintaining a commercial relationship with PayPal. The terms of any such relationship shall be between you and that entity and such terms may be more restrictive or place limits on the operation of you - you should contact those entities for more information regarding such terms. Throughout the Term, in order for Usha Informatique to deliver the services, Usha Informatique may engage Third-Party Service Providers to provide payment services and make payments to you via PayPal. You will not be required to make an election to utilize these Usha Informatique Third-Party Service Providers, or to enter into separate agreements. You acknowledge and agree that (i) all amounts due Usha Informatique hereunder, or pursuant to any other services agreement entered into between you and Usha Informatique, will be deemed earned by Usha Informatique, as applicable, on the date the applicable services (or goods) are provided by or on behalf of Usha Informatique, and (ii) Usha Informatique has the express, continuing and immediate right to offset any and all amounts due Usha Informatique hereunder, or pursuant to any other services agreement entered into between you and Usha Informatique, against amounts payable to you as set forth herein.

(d) Usha Informatique shall be entitled to a revenue share fee equal to 20% of any Gross Revenue received after the initial sale of, and related to, an Extension, but excluding, without limitation, support services.

DEFINITIONS

Capitalized terms used in this Appendix A but not defined herein are defined in the Agreement.

"Chargeback" means a reversal of a credit card or debit card (or other payment method) charge in connection with an Order.

"Gross Revenue" means all cash and equivalent consideration received from Orders or other purchases of Developer’s Extensions and/or services.

"Order" means an order for goods or services made through Marketplace, Extensions or any other mutually-agreed upon means.

Please read carefully the developer agreement.