This Software and Content Distribution Agreement (also referred to as the 'Agreement' or 'License') is made on [Date of Agreement]

Supplier must first complete all the blank fields contained in the on-line application form displayed on 'Youpark' website www.youpark.com and click on the 'I Agree' icon. An account is created in the name of the Supplier on receipt of this form.

Supplier must upload the Products (hereinafter referred to as 'Product' or 'Products') on Youpark.

Supplier must upload to Youpark all logos, trademarks and service marks related to the uploaded Products.

Youpark reserves the right to accept or reject any application of the Supplier and/or any specific Product uploaded by the Supplier at Youpark's own discretion and in particular where such applications relates to websites and/or mobile content that:

Do not comply with current legislation and regulation and/or infringe the rights of any third parties.

Are unsuited to the sale or promotion of the services, or that might damage the brand image of Youpark or its services.

The Supplier shall provide Products to Youpark to be distributed or sold based on a revenue share model described in Section, 11, Revenue Models.

Youpark intends to distribute and/or resell Products by the Supplier through its website www.youpark.com and its own sales channels defined below (in Section 3) as "Sales Channels".

Supplier grants Youpark and its authorized sales channels, a non exclusive right and license to use, distribute, copy for distribution, market, license and sell in any media throughout the world, the Products.

Supplier grants Youpark a nonexclusive, worldwide, royalty-free rights and license to use its logos, trademarks, trade names, service marks or other identifying or distinctive marks (collectively, "Marks"). But where Youpark groups, integrates or otherwise combines the Products with other products, Youpark may exercise its discretion in determining the placement and size of the marks in the context of Youpark’s use, distribution, public display, public performance, or marketing of such combinations.

Youpark expects the Supplier to display YOUPARK logo together with a link to the URL www.youpark.com on their website and promotional material, if given.

The parties agree that Supplier owns all proprietary intellectual property rights related to the Products and this agreement does not transfer ownership of any of these rights. Products are licensed, not sold, to Youpark.

The parties agree that Youpark owns all proprietary intellectual property rights, including copyrights or trademarks, in any marketing materials created, modified or otherwise prepared by Youpark which may contain Supplier's proprietary materials.

The Supplier agrees not to disclose/provide any secret and/ or confidential information exchanged between the parties related to the Products, its processes, software, technology, test results, material, design, prices, customers etc., to any third party. Youpark shall follow its privacy policy regarding its obligation to secure confidentiality and secrecy.

Supplier grants Youpark a royalty-free nonexclusive right and license to use the Products for marketing and demonstration purposes.

Youpark has the discretionary rights to refuse or terminate the distribution/reselling of any Product that it deems inappropriate.

Sales Channels

For distribution/ reselling of Products provided by the Supplier, Youpark shall use the sales channels including but not limited to the following:

www.youpark.com - the online store where an end user can purchase the Products uploaded to Youpark. It is the basic sales channel.

Sales and marketing arrangements with Mobile/Wireless Operators.

Sales and marketing arrangements with Youpark's affiliates throughout the world.

Sales and marketing arrangements with mobile phone and handheld device manufacturers and distributors.

Sales and marketing arrangements with corporate entities such as but not limited to retailers, retail assistants and free phone distribution etc.

Supplier will be notified, from time to time by reasonable means, including Youpark's electronic newsletters, when Youpark establishes or opens new distribution channels or re-designates existing channels in Youpark's sole and reasonable discretion.

All revenue collected through different sales channels shall be shared as outlined in Section 11, titled 'Revenue Models'.

Obligations of Supplier

The Supplier shall release updated and new version of the Products on Youpark's site no later than the date on which the Supplier releases such updated or new versions at any other third party site and in no event later than 14 days (i.e. two weeks) after Supplier has released such updated or new versions at any site owned & controlled by the Supplier or in any other way.

The Supplier shall deliver to Youpark all existing marks and user manuals in all reasonably available media for use, at Youpark's sole discretion, in marketing, installing or using the Products.

The Supplier agrees not to disclose/provide any secret and/ or confidential information exchanged between the parties related to the products, processes, software, technology, test results, material, design, prices, customers etc., to any third party. However, Supplier will provide, at no charge, to Youpark or, where applicable, to the customer, the user manuals and other marketing material for proper functioning of the Products and its marketing.

The Supplier shall provide Youpark with the Products in a form suitable for electronic reproduction and distribution. It is the Supplier's responsibility to test the Products for all the applicable devices prior to uploading on Youpark's website or delivering it to Youpark and ensure that all the Trial versions, Freeware and Products are reasonably free of defects, bugs and viruses.

The Supplier shall provide complete customer support through e-mail and/ or telephone to customers who purchase the Products. The level of support must, at a minimum, be in accordance with Supplier's support policies at the time in effect. All queries directly related to the Products shall be forwarded to the Supplier.

Youpark expects the Supplier to respond to the customer queries (i.e. forwarded by Youpark) within 24 hrs in weekdays. Supplier shall deal with at-least 80% of all queries within 24 hrs in weekdays.

Supplier shall not update the Products more often than is reasonably necessary to add new releases and correct bugs. In no event shall Supplier update the Products for the purpose of manipulating Product placement in any search result or lists of new or updated Products. Youpark will determine, in its sole discretion, whether the Supplier has violated this paragraph, and reserves the right to take action to remedy the abuse as Youpark deems appropriate.

All updated Products shall be reasonably compatible with previous versions and/or content developed thereto.

Supplier agrees to provide the software to Youpark at the lowest price and best discount that the supplier makes the software available to any other reseller/publisher.

Youpark may, at its sole discretion, group, integrate or otherwise combine software computer programs with other Products, whether software or hardware, (a 'Product Suite') in connection with its use, distribution, marketing or licensing of the product. Youpark or its channel partners may only distribute the Products or display the marks of the Supplier in 'Product Suites' or promotions that are suitable for general audience of all ages.

Youpark shall make reasonable efforts to advertise, promote and market the Products through all the sales channels. Youpark will advertise and promote the Products at its own sole discretion and expense. Youpark shall also bear all the costs related to its own efficient operations.

Youpark will make reasonable efforts to provide support to the customers related to problems not directly caused by the Product's malfunction or errors. It will make reasonable efforts to provide first level assistance to the end users for different problems they may face regarding efficient usage of the online store.

Any returns from the customers will be made solely on the basis of Youpark's Customer Policies , which may be updated by Youpark at its sole discretion and at any time.

Youpark shall: (i) conduct business in a manner that is reasonably favourable at all times for the Supplier, the Products and the good name, good will and reputation of Supplier, (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Supplier and the Products, (iii) make no false or misleading representations with regard to Supplier or the Products, (iv) not publish or employ, or co-operate in the publication or deployment of, any misleading or deceptive advertising material with regard to Supplier or the Products, (v) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of the Products that are inconsistent with the literature uploaded by the Supplier to Youpark, (vi) limit all warranties and guarantees to the extent and in the manner that Supplier specifies in uploaded to Youpark, and (vii) not enter into any contract or engage any practise detrimental to the interests of the Supplier.

Youpark shall not remove, efface or obscure any copyright notices or other proprietary notices or legends from any Product or material provided by the Supplier, and shall secure - through the material uploaded by the Supplier to Youpark - reproduction of all such notices and legends when copying and/or bundling the Products with the other Products.

Confidentiality

The Supplier may receive from time to time non public information relating to Youpark's and its affiliates (Confidential Information), this includes without limitations, information relating to sales consummated under this agreement. You agree that:

All such confidential information is the exclusive property of Youpark.

You will use such confidential information for the purpose of which it was provided to you, which shall only be purpose of enabling your performance under this agreement or providing support for the Products.

You will not disclose any confidential information without Youpark's prior written consent.

Supplier shall not use the Customer Information provided by Youpark by any means either through reports or email, including the telephone number, postal address and email address of the customer, to contact the customer, except that Supplier may use the Customer Information to provide registration or unlock information to the customer to activate and use the Software, unless Youpark indicates to Supplier that the customer has opted in to be contacted by the Supplier for other purposes, such as to receive marketing and promotional offers. Supplier shall not provide the Customer Information to third parties or related parties for purposes of marketing or promotional offers and shall use reasonable effort to ensure that any Customer Information provided to third parties is not used for unsolicited marketing or promotion. Supplier acknowledges that any unsolicited email contact with a customer may result in a violation of this agreement.

Youpark shall not permit any third-party, including, without Limitation, its distributors, and software integrators, under any Circumstances, to (i) decompile, decipher, disassemble, and reverse engineer or otherwise decrypt or discover the source code of the Software or (ii)attempt to do, knowingly permit others to do or encourage others to decompile, decipher, disassemble, and reverse engineer or otherwise decrypt or discover the source code of the Software.

Payments

Youpark shall invoice its customers and collect all amounts due for the sale of Products to the customers.

Youpark shall pay the supplier all amounts on each month, calculated on the basis of the revenue model stipulated in Section 11 of the agreement. Youpark shall report to the supplier on 5 th of each month in electronic form the relevant data (Royalty report). The revenue share shall be paid by Youpark on receipt of an invoice from the Supplier before the 10th of each month subsequent to the month of sale, failing of which shall carry forward it to the next month. For example, The Royalty report shall be sent to the supplier by the 5 th of June and the supplier shall send the invoice to Youpark by June 10th. Youpark shall transfer the revenue share of the supplier for the month of May on or before 30th of June.

Notwithstanding the foregoing, if the total amount due to the Supplier is U.S. $ 100/- or less, the Youpark reserves the right to withold payment untill the earlier of (i) the next payment date on which the amount owed to Software Owner exceeds U.S. $ 100/-, or (ii) six months from the original payment due date.

At Youpark's discretion payments shall be made through (but not limited to) electronic bank transfer or PayPal. If either (i) Supplier requests a payment method other than payment method chosen by Youpark or (ii) if Supplier requests that payments be sent outside Europe where Youpark's preferred payment method is unavailable, Youpark reserves the right to deduct its processing and delivery cost from the amount of the payment [NOTE: WITHHOLDING TAX APPLY TO SOME ROYALTY PAYMENTS - BEAWARE IF CONSIDERED SO]

In the event of a refund of any Product sales or any amounts are charged back to Youpark on account of a disputed credit card charge, Youpark shall deduct all amounts paid to the Supplier - based on such revenue - in future payments to the Supplier.

Consistent with what has been stipulated, Youpark need not remit payment to the Supplier for Youpark's internal installation or use of the Products or for any trial/marketing installations.

All financial records of Youpark shall be deemed accurate unless the Supplier decides to have an independent audit to the extent reasonably required verifying Youpark's compliance with the revenue models, at its sole expense, the frequency of which can be once every twelve months only. In case, such an exercise discovers a discrepancy of ten percent (10%) or more in the Supplier's favour, Youpark shall pay the Supplier the reasonable cost of the audit, in addition to the adjusted payment.

Terms of the Agreement

The terms of the agreement/license shall come into force on the date of signature by the last of the parties (also referred to as "effective date") and shall expire by the first calendar year end following the 12 month anniversary of the effective date.

The agreement automatically renews for successive Calendar year of twelve (12) months period, unless either party notifies the other party in writing, at least sixty (60) days before the end of a calendar year, of its decision not to renew the agreement.

Either party may terminate this agreement any time, and for any reason or without a reason, by giving the other party a thirty (30) days prior written notice (by post, fax or email).

In the event of expiration of this Agreement: (i) Youpark shall not license, sell or otherwise dispose of the Products to any third party after such expiration or termination; and (ii) the Supplier shall be responsible for continued support of past and future sales of the Products.

Upon the expiration of this agreement Youpark shall de-list all Products from its site, and shall use commercially reasonable efforts to cause the de-listing and removal of all Products from any additional distribution channel as soon as is practical after such date. To provide future refunds and charge backs Youpark may establish a reasonable reserve, the balance of which, if any, shall be refunded within three calendar months following the expiration. In the event of any deficit not covered by the reserve, Youpark shall invoice the Supplier for the amount of deficit.

Upon expiration of this Agreement, Youpark shall deliver to Supplier all Products, including code and documentation, covered by this Agreement or destroy or erase any versions of such material which cannot be returned to the Supplier.

The secrecy obligations mutually undertaken shall remain into force after the expiration of agreement for a period of five (5) years from the date of expiration.

Some or all of the Product(s) of the Supplier may already be provided to Youpark by any third party Aggregator(s). The Supplier shall have no objection to his already available Product(s) but shall inform Youpark in case the Supplier has terminated and / or expired the Agreement/Contract with the third party Aggregator(s). The Aggregator may be an entity collecting or aggregating Product(s) from Independent Software Vendor(s) and supplying to Youpark.

If the Supplier is an Aggregator, it shall always inform Youpark upon expiration and / or termination of any of the Contracts with respect to the aggregated product(s). The Aggregator may be an entity collecting or aggregating Product(s) from Independent Software Vendor(s) and supplying to Youpark.

If there is a change in the terms and conditions of this agreement, Youpark shall inform the Supplier about it by posting the revised agreement on Youpark's website and notifying Supplier of the modifications by e-mail and/or forwarding a copy of the revised agreement by e-mail or by post. If the Supplier does not indicate any objections to the changes within thirty (30) days, the changes shall be deemed to be enforced. However, the effective date of the agreement shall not change if any modifications are made during the term of the agreement.

Warranties and Indemnities

Each party has the right, power and authority to enter into and perform their obligations according to the terms of this Agreement.

Neither of the parties have any restrictions that would impair its ability to perform its obligations and grant all rights incorporated in this Agreement.

Supplier is the owner or has obtained and currently holds valid and sufficient rights, including rights in third party Intellectual Property Rights and trademarks, to license the rights granted to Youpark.

The Supplier guarantees to a technically reasonable extent that all the trial versions, freeware and Products do not and will not contain any material that is libellous, defamatory, private, obscene and pornographic.

The Supplier guarantees that to a technically reasonable extent, the content of all the trial versions, freeware and Products do not contain any viruses, worms, Trojan horses, time bombs, or other software routines that may negatively impact the operation of any software or damage, interfere with, intercept, or expropriate any system data or personal information.

The Supplier warrants that it has used commercially reasonable means to determine that the Products provided to Youpark does not infringe upon or violate any intellectual property rights or patents.

Supplier shall indemnify and hold harmless Youpark, as well as it's sales channels and the end users, against any liability, suits, claims, losses, damages and judgements, and shall pay all costs (including reasonable attorney's fees) and damages to the extent that such liability, costs or damages arise from a claim that the Supplier infringes any intellectual property right or patent or damages any hardware.

General Provisions

Both Parties agree to use commercially reasonable efforts to market and promote the Products and the supported products. In addition, each Party, in its sole discretion, may offer the other Party opportunities to jointly demonstrate market and promote the Products at trade or other shows, seminars and/or wireless or electronic industry events.

The addresses provided in this agreement shall be valid addresses for sending out any notices via e-mail or by post. It is the obligation of each party to inform the other of the change of address, if any.

This Agreement is to be interpreted in accordance with the laws of Denmark . Any dispute or litigation based on, related to or arising out of this Agreement must be brought and maintained in Copenhagen , Denmark , before a court of competent jurisdiction.

A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

This agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, and such counterparts together shall constitute one and the same instrument. For the purposes hereof, a printed copy or a facsimile copy including the signature pages hereto, shall be deemed an original.

Neither Party shall be held responsible or liable for any losses arising out of any delay or failure in performance of any part of this agreement due to any unforeseen circumstances, act of God, act of governmental authority, act of the public enemy or due to war, riot, flood, civil commotion, insurrection, labour difficulty, severe or adverse weather conditions, lack or shortage of electric power, failure of performance by any third party hosting service or equipment provided or maintained by others, including general performance of the Internet itself, or any other cause beyond the reasonable control of the party signatory to the agreement.

Revenue Models

Any trial versions of the Products provided by the Supplier pursuant to this agreement must clearly direct the customer only to Youpark to register and/or purchase the Products. The reference to Youpark within the trial version of the Products must include the main URL of Youpark’s website as www.youpark.com or a specific web page accessible through www.youpark.com and must be displayed, at a minimum, in the registration screen(s).

To the extent that the Supplier includes any link to or acknowledgement any of its resellers on its website, in the Products, or in any other promotional material, the Supplier should also link to or acknowledge Youpark in a manner comparable in prominence, placement and substance to the links or acknowledgements to those of the listed resellers.

For any Products sold through Youpark's basic or other channels, Youpark shall pay the Supplier a royalty for each sale equal to percentages of the Product Sales Price as mentioned below:

www.youpark.com; the online store where an end user can purchase the Products uploaded to Youpark

Purchase through Credit Card/ Paypal: 65 % of the Gross Revenue.

Purchase through Premium Rate SMS Service: 70 % of the Net Revenue.

Sales and marketing arrangements with channels such as Mobile Operators, OEM: 70% of the Net Revenue

Apsto has the right to subsidize the content on the operator channels with respect to the territories on operator request (Only where the buying power of the user is very low, on the request of operator).

Sales and marketing arrangements with Youpark affiliate partners such as portals, brand owners throughout the world: 65% of the Net Revenue.

Sales and marketing arrangements for corporate entities such as but not limited to retailers, retail assistants and free phone distribution; 60 % of the Net Revenue.

Gross Revenue for a Product is defined as Total Revenue (or Product sales price) exclusive of any Value Added Tax.

Net Revenue is defined as Gross Revenue minus channel fee (not applicable for direct sales) and transaction costs (which may include credit card transaction, PayPal transaction, SMS gateway transaction and/ or any other transactions).

If the Products include mobile content such as animations, sounds, vocals, true tones, ring tones, caller tones, themes, graphic files, slide shows, wallpapers, music files, videos and/or JAVA games, the revenue share for the Supplier will be 50% of Gross Revenue if sales are made through youpark.com. If sales are made through any value added sales channels, or payment is made through Premium SMS, the revenue share will be 50% of Net Revenue.

The revenue share for any marketing, sales or promotional arrangement made in addition to those mentioned in this agreement can be discussed and agreed upon separately. In lack of such agreement to revenue share model closed to the actual sales situation shall apply.

The status of the two parties will be that of independent contractors. None of the terms set forth in this agreement create, or shall be construed as creating, any partnership, joint venture, agency, master- servant, employment, trust or any other relationship between the parties. Neither party shall have the right or the power to serve as an agent of any other party, or to act in any other way on behalf of or in any way that might create a binding obligation to the other party.

By clicking the'I Agree' button below, you represent and warrant that the information provided below is true and accurate, you are at least 18 years old, an authorized representative of the Supplier and have the power and authority to enter into and bind Supplier to this agreement. You and the Supplier, acknowledge that you have read this agreement, understand it, and agree to be bound by its terms and conditions.