1. Your use of our Services
By using the Services, you may, subject to this Terms and Conditions, make content and other software applications (“Applications”) produced by you available to users. Unless otherwise set forth herein, Samsung, a Samsung Affiliate or a third party designated by Samsung or Samsung Affiliate will collect the revenues if any arising out of the transaction.
“We,” “us” or “Samsung” means Samsung Electronics Co., Ltd, whose principal place of business is at 129, Samsung-Ro, Yeongtong-gu, Suwon-City, Gyeonggi-do, 443-742, South Korea . You may contact us at the Support menu of the APP CENTER. “Samsung Affiliate”(s) shall mean any entity controlling, controlled by or under common control with Samsung Electronics Co., Ltd hereto, where ‘control’ means the direct or indirect ownership of more than fifty percent (50%) of such entity's capital or equivalent voting rights.
It is important that you take the time to read these Terms carefully. These Terms and any of the documents referred to in the Terms form the legally binding agreement between you and Samsung relating to the Services and your use of the APP CENTER website (the “Agreement”); provided, that, in the event there is a separate written agreement that has been entered into or is to be entered into between you and Samsung or between you and a Samsung Affiliate regarding a provision of the Applications produced by you and there is any inconsistency between such separate written agreement and this Agreement, such separate written agreement shall prevail but only to the extent of the inconsistency.
2. Accepting the Terms
2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms. If you do not accept the Terms, you will not be able to access the Services.
2.2 You may not use the Services and may not accept the Terms if (a) you are under 18, or (b) you are a person barred from receiving the Services under the applicable laws of the country in which you are resident or from which you use the Services or (c) you are in a country to which we do not provide the Services.
2.3 You may use the Services only if you can form a binding contract with Samsung as addressed herein and are not a person barred from receiving services under the applicable jurisdiction. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
3. Registration for Services
3.1 In order to access certain Services, you may be required to provide information about yourself as part of the registration process for the Services, or update such information as required and keep it accurately as part of your continued use of the Services.
3.2 You may also be required to provide a username using your email address, your date of birth, your passwords and any other information related to the Application and seller as requested by Samsung to create your account with us (“APP CENTER Account”). You understand that you are responsible for maintaining the confidentiality of your username, your date of birth and passwords. Except as addressed in your applicable Private Policy, you agree that you will be solely responsible to Samsung for all activities that occur under your APP CENTER Account and we are not responsible for problems with your APP CENTER Account due to misuse of your username and/or passwords. If you become aware of, or suspect, any unauthorized use of your username, your date of birth, passwords or of your APP CENTER Account, you agree to notify us immediately at the Support menu of the APP CENTER.
3.3 Upon completion of registration (Developer Level) for the Services by you and verification of your registration details by us, if you wish to distribute the Application(s) in accordance with Section 5 of these Terms, then you will be able to upload the specific Application for its Quality Assurance and distribution. Applications may be distributed on a chargeable or a non-chargeable basis and this will be agreed during the registration process.
3.4 We shall not reject the registration of your Application without having a reason to do so. If the registration of your Application is rejected for any reason, we will notify you of such reason upon your written request.
4. Privacy and your personal information
4.1 In order to make the Services available to you and process the transactions contemplated by these Terms, Samsung will have to collect information and/or personal data from you. This information may be subject to data privacy laws in your jurisdiction. By using the Service, you consent to Samsung’s collection and use of your personal information in the manner set out below.
5. Submission, Verification, and Distribution of Applications
5.1 Submission. You must submit to Samsung each Application that you wish to distribute through the APP CENTER. You are solely responsible and liable for the Applications you submit and for complying with any support requirements, if any, set forth in the Documentation (defined in Section 5.2). All copies of the Application (e.g. the electronic files) you submit will be retained (or destroyed) by Samsung and will not be returned. You are responsible for retaining a back up copy of your Application.
5.2 Compliance. For each Application that you submit to Samsung, you agree to comply and remain in compliance with all requirements and obligations detailed in these Terms and/or other documentation we may provide to you from time to time for your compliance with matters such as support requirements, content guidelines, payment process, technical specifications, Samsung Advertising Guidelines (Appendix I) and submission guidelines (“Documentation”), including complying with all applicable laws. Samsung may revise the Documentation from time to time in its sole discretion and will provide you with a reasonable time-frame within which to bring your Application into compliance with such revisions. Failure to comply with the obligations in the then-current Documentation may, among other things, result in removal of your Application from the APP CENTER and possible revocation of your APP CENTER Account.
5.3 Verification and Classification. You shall submit your Application to Samsung, provided that you have accepted any additional terms of service from Samsung, a Samsung Affiliate and/or Samsung’s designated verification vendors and agree that Samsung or a Samsung Affiliate and/or Samsung’s designated verification vendor (as applicable) will evaluate the Application to determine whether the Application complies with the Quality Assurance. Any such verification or evaluation by Samsung in no way affects your responsibility under the Terms or can be construed as a waiver of rights of Samsung. Your Application should be capable of being installed into our target devices and work in accordance with your Application description, as installed, without causing any adverse effect to our devices. Samsung shall inform and update you regularly of the progress of the verification process. Resubmission of your Application is permitted provided any defects of which you are notified and/or suggestions made by us and/or Samsung Affiliate for improvement are made prior to such resubmission.
5.4 Distribution. Samsung has no obligation to distribute any Application you submit and is not obligated to give you any reason for such refusal. Samsung will not distribute any Application unless and until the Application has successfully completed Samsung’s Quality Assurance process and been certified to Samsung’s satisfaction. In addition, Samsung has sole discretion to determine the device or devices on which any Application is made available for distribution. If Samsung chooses to distribute your certified Application through the APP CENTER, we will do so in accordance with these Terms.
5.5 Application Placement. Samsung and/or a Samsung Affiliate (as applicable) reserves the right, in its sole discretion, to make all decisions regarding placement or promotion for an Application.
5.6 Removal. Samsung reserves the right to remove any Application from the APP CENTER for any reason and is not obligated to give you any reason for such removal. Such reasons may include, without limitation, (i) your breach of these Terms, separate written agreement or the Documentation; (ii) your express termination of this Agreement or of the license grants associated with an Application; (iii) an assertion or claim that your Application infringes the intellectual property rights of a third party or otherwise contains illegal content or breaches any applicable law; or (iv) user complaint(s) about the content or quality of your Application;(v) at the request or order of any judicial or administrative body.
5.7 Samsung Applications. We may also make our own Applications available to users and in this case, Samsung or a Samsung Affiliate would contract with users directly in respect of Samsung Applications. Nothing in this Agreement shall restrict or limit Samsung’s ability to produce Applications even if such Applications contain functionality which is similar to or equivalent to your Applications.
5.8 Hacking. Hacking means the unauthorized access or circumvention of security measures of a website, device, network or server, (including using another member’s username and password), to interrupt, disrupt, damage, interfere or otherwise access in an unauthorized manner the operation and enjoyment of such device, computer system, network, server or website. You shall not develop or provide an Application that has any Hacking capabilities purposes or properties. If Samsung, in its discretion, reasonably determines that any Application has any Hacking capabilities, purposes or properties, Samsung reserves a right to terminate this Agreement pursuant to Section 11. Samsung does not warrant that APP CENTER will be free from risk of Hacking activities. For the avoidance of doubt, Samsung shall have no liability in connection with Hacking including without limitation, any liability for damage to any device, computer system, network, server or website.
6. License Grant
6.1 License to Samsung and Samsung Affiliates.
You do not transfer ownership of the Application to Samsung or Samsung Affiliate by submitting it, but you do grant to Samsung or a Samsung Affiliate:
(a) the worldwide right to host, use, distribute, edit and license the Application for evaluation and verification(by Samsung or Samsung’s designated verification vendors);
(b) the worldwide right to modify or edit the Application for security purposes including, without limitation, the right to apply or upgrade security patches or related software to the Application.
(c) the right to directly or indirectly through Samsung or a Samsung Affiliate to host, market, promote, and distribute the Application to users and to grant licenses of Applications to users.
You also grant Samsung, a Samsung Affiliate or any third party designated by Samsung or a Samsung Affiliate the right to use the Application and its name and/or to publish your entity name and trademarks, both on-line and off-line, in connection with the marketing and distribution of the Application through APP CENTER.
Samsung may exercise these rights itself or through one or more Samsung Affiliates or a third party designated by Samsung or a Samsung Affiliate and shall have the right to sublicense the above rights to a Samsung Affiliate or a third party designated by Samsung or a Samsung Affiliate.
7. Representation and Warranties
You represent and warrant to Samsung, Samsung Affiliates and any third party designated by Samsung or a Samsung Affiliate that:
7.1 You have the power and authority and full capacity to enter into this Agreement and to fully perform your obligations under this Agreement.
7.2 The Application is your own original work and does not violate any Samsung, Samsung Affiliate or third-party intellectual property or other proprietary rights, and you have obtained any and all consents, approvals or licenses (including written consents of third parties where applicable) required for you to submit and license your Application under this Agreement or a separate written agreement related to the Services and for your Application to access any Internet-based services, if any, to which the Application enables access.
7.3 Listing, marketing, distribution, installation and use of your Application in the APP CENTER does not violate any agreements to which you are a party or of which you are otherwise aware; If your Application includes any open source software, your Application complies with any corresponding license obligations for such open source software. You shall avoid taking or performing any action in a manner that would require Samsung products, software, and any derivative work thereof to be licensed under open source license terms.
7.4 Your Application does not contain any viruses, hidden content, Hacking capabilities, purposes or properties, or other malicious applications (including, for example, any “trap doors,” “worms,” “Trojans,” or “time bombs”) or other unauthorized or hidden programs, and your Application does not collect any user information or personal data for which you have not obtained the user’s consent.
7.5 Your Application does not contain any unauthorized third party content or prohibited content (as identified in the Documentation) and otherwise complies with the Documentation and with the applicable laws of each jurisdiction, including any US or foreign export control laws, to which you are submitting the Application for distribution; For the avoidance of doubt, your Application does not (i) depict explicit sexual activity; (ii) depict or endorse acts that cause or are intended to cause excessive pain or suffering; (iii) promote or endorse the misuse of alcohol, tobacco, illegal drugs or other addictive substances; (iv) promote intolerance or discrimination based on racial, political, ethnic, religious, gender or sexuality; (v) promote invasion of rights or privacy; (vi) promote gambling or (vii) promote illegal activity.
7.6 You are legally eligible to submit your Application to Samsung in accordance with applicable laws in your relevant jurisdiction.
7.7 The information you provide to Samsung under or in connection with this Agreement is true, accurate, current and complete.
7.8 You shall use the Services only for purposes that are permitted by the Terms and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdiction.
7.9 If you use the Services to distribute the Application, you shall protect the privacy and legal rights of users in accordance with all applicable laws. Your Application will comply with all applicable laws, rules and regulations, including without limitation, the Children’s Online Privacy and Protection Act, all other laws governing the collection, use, storage and transfer of personal data or personal information, and any laws that apply to in-app purchases. Just as the definition of what constitutes personal information is evolving, Samsung trusts that Your Application will evolve and keep up not only with the law and but also with industry best practices in Applications that are designed for use by children. If the users provide you with, or your Application accesses or uses, user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to you and/or your Application and you shall provide legally adequate privacy notices and protection of that information for those users. Further, your Application may only use that information for the limited purposes for which the user has given you permission to do so.
7.10 You shall not engage in any activity with the Services, including the development or distribution of any Applications that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including but not limited the APP CENTER users, Samsung, Samsung Affiliate or any third party designated by Samsung or Samsung Affiliate.
7.11 You shall not use user information obtained from the Services to sell or distribute the Application without using the Services or APP CENTER.
7.12 You agree to defend, indemnify and hold harmless Samsung and Samsung Affiliates from and against any and all third party claims and all Losses resulting from or arising out of your breach of the Terms, any separate written agreement related to the Services, this Section 10 and/or misuse of the Services by a third party where such misuse was caused in whole or in part by your failure to take reasonable measures to protect your username and passwords against misuse.
7.13 You shall be responsible for users’ claims and shall indemnify and hold Samsung and any Samsung Affiliate harmless from and against, Samsung and Samsung Affiliates’ Losses arising out of any errors of your Application or any errors or Losses to or arising from Samsung devices caused by your Application.
7.14 You shall be fully responsible for paying any and all royalties payable to third parties in relation to the provision of, streaming, and/or download of content supplied through the Application including (without limitation) to relevant collection societies in all relevant territories.
8.1 Confidential Information. You agree that at all times during the term of this Agreement and thereafter, you will hold in strictest confidence, and will not use or disclose to any third party, any Samsung and Samsung Affiliate Confidential Information. The term “Samsung and Samsung Affiliate Confidential Information” means all non-public information that Samsung designates, either in writing or verbally, as being confidential, or which, under the circumstances of disclosure ought to be treated as confidential. Samsung and Samsung Affiliate Confidential Information includes information relating to (i) business policies or practices of Samsung and a Samsung Affiliate, (ii) customers or suppliers of Samsung or a Samsung Affiliate, or (iii) information received from others that Samsung or a Samsung Affiliate are obligated to treat as confidential. If you have any questions as to what comprises Samsung and a Samsung Affiliate Confidential Information, you agree to consult with Samsung or a Samsung Affiliate. Samsung and Samsung Affiliate Confidential Information does not include information that was known to you prior to Samsung's disclosure to you, or information that becomes publicly available through no direct or indirect fault of yours. We further agree that these Terms and conditions of this Agreement will be deemed Samsung and Samsung Affiliate Confidential Information.
8.2 Applications. Any Application or other materials you provide to us in any form shall be non-confidential and Samsung and a Samsung Affiliate shall have no restrictions on its ability to disclose and publish such information and Applications.
8.3 Publicity. Except for legally mandated disclosures or pursuant to the rules of the applicable stock exchanges on which the securities of you or Samsung are traded, you will not issue any press release or make any public announcement(s) disclosing the existence or these Terms of this Agreement without obtaining our prior written consent. Without limiting the above, in the case that information is disclosed publicly or to third parties without the prior written approval of Samsung and a Samsung Affiliate, you shall notify us and, where applicable, a Samsung Affiliate of any disclosure and event immediately and provide all requisite support and cooperation as is necessary for Samsung to remedy or mitigate the effects of the disclosure.
9. Proprietary rights
9.1 You acknowledge and agree that Samsung (or Samsung’s licensors) and a Samsung Affiliate (of Samsung Affiliate’s licensors) own all legal right and title in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
9.2 Unless you have agreed otherwise in writing with Samsung, nothing in these Terms gives you a right to use any of Samsung’s trade names, trademarks, service marks, logos, domain names, and/or other distinctive brand features.
9.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with Samsung or a Samsung Affiliate, then you agree that your use of such features shall be in compliance with that agreement.
9.4 Other than the limited license set forth in Section 9 of these Terms, Samsung and Samsung Affiliates acknowledge and agree that they obtain no right, title or interest from you (or your licensors) under these Terms in or to any Application that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Samsung or a Samsung Affiliate, you agree that you are responsible for protecting and enforcing those rights and that Samsung or a Samsung Affiliate have no obligation to do so on your behalf.
9.5 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
9.6 Unless you have been expressly authorized to do so in writing by Samsung or a Samsung Affiliate, you agree that in using the Services, you will not use or modify any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
10. Software updates and availability of Services
10.1 The software which you use during the Services may automatically download and install updates from time to time from Samsung. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Samsung to deliver these to you) as part of your use of the Services.
10.2 Samsung reserves the right, in its sole discretion, to change, improve and correct the Services. The Services may not be available during maintenance breaks and other times. Samsung may also decide to discontinue the Services or any part thereof in its sole discretion. In such case, you will be provided with prior notification.
10.3 For the security purposes, Samsung reserves the right, in its sole discretion, to apply or update security patches to the Application or modify the Application to the extent required for such purpose without prior notification to you. In such case, however, Samsung shall make relevant subsequent notice to You and users as soon as commercially reasonable.
11. Activation and Support
11.1 Samsung provides technical support to you when software errors and defects are found in your Application distributed via APP CENTER.
11.2 You shall register your Application after fixing any defects with Samsung’s technical assistance within a reasonable period of time. If the defect(s) cannot be fixed within such reasonable period of time or at all, you agree on making any additional efforts as shall be required by with Samsung or a Samsung Affiliate to remedy the defect.
12. Ending your relationship with Samsung
12.1 This Agreement will continue to apply until terminated by either you or Samsung as set out below. Any provision that, by its terms, is intended, to survive the expiration or termination of this Agreement, shall remain in full force and effect.
12.2 If you want to terminate the Agreement, you may do so by (a) completing the form for termination available at the APP CENTER and (b) closing your APP CENTER Account for all of the Services which you use by going through the process set out in this Section. Upon completion of the form, we will give you a notice of closure of your APP CENTER Account by email and your account will be closed. Termination of your relationship with Samsung as a seller will not affect your use of our Services as a user.
12.3 Samsung may at any time and without reason, terminate the Agreement with you by giving written notice of termination to the email address held in our records for you. Following delivery of this email notice, your account will be closed. Termination of your relationship with Samsung as seller will not affect your use of our Services as buyer.
12.4 Upon termination of this Agreement, Samsung shall delete your Application and any related documentation as well as promptly delete the Application from the APP CENTER, provided that Samsung may keep a copy of the Application and/or any related documentation for the purpose of legitimate technical support for the existing users.
12.5 Upon any discontinuation or disruption in end user’s use of your Application, you shall notify the users of such discontinuation or disruption and mitigate any harm to such users. You shall indemnify, defend and hold harmless Samsung and Samsung Affiliates from any claims, disputes, expenses or costs arising from such discontinuation or disruption.
12.6 Either You or We can terminate this agreement immediately if the other party breaches the Agreement and fails to remedy the breach within 14 days of receipt of a written notice that they have breached the Agreement.
Nothing in these Terms excludes Samsung’s liability (if any) to you for:
• personal injury or death resulting from our negligence;
• any matter which it would be illegal for us to exclude or to attempt to exclude our liability.
We do not warrant or guarantee that the Services will be:
(a) compatible with all or any hardware and software which you may use;
(b) available all the time or at any specific time, uninterrupted, secure or error free; or
(c) suitable for your requirements or meet any specific level of performance or functionality
We reserve the right to withdraw or modify the Services at any time.
We are only liable to you for direct losses which you suffer as a result of a breach of these terms and conditions by us. We are not responsible to you for any losses which you may incur which were not a foreseeable consequence of us breaching these terms and conditions, for example if you and we could not have contemplated those losses before or when you access the Services. Our liability to you shall not in any circumstances include any business losses that you may incur, including but not limited to lost data, lost profits or business interruption. In any event, our liability to you for any breach of this Agreement, negligence or other default shall not exceed the revenue paid to you during the 3 month period up to the date of the event giving rise to the liability.
The information, documents, software and other materials contained on the APP CENTER website are provided “as is”. We try and ensure that such materials are accurate and up to date, but we cannot be responsible for any errors, faults or inaccuracies. Our liability to you as explained above remains unaffected by this.
To the fullest extent permitted by law, we expressly exclude all representations, conditions, warranties or other terms which apply to the Services and associated content/information including any implied warranties of satisfactory quality, merchantability, fitness for a particular or any purpose or non-infringement which might otherwise apply but for this Section.
If in a relevant jurisdiction, these limitations and exclusions are not permitted then our liability shall be limited and excluded to the fullest extent permitted by law.
14. Copyright and trade mark policies
It is Samsung’s policy to respond to notices of alleged copyright infringement that comply with applicable international or respective national intellectual property law and to terminate the accounts of repeat infringers.
15.1 Some of the Services are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.
15.2 The manner, mode and extent of advertising by Samsung on the Services are subject to change without specific notice to you.
15.3 In consideration of Samsung granting you access to and use of the Services, you agree that Samsung may place such advertising on the Services.
15.4 You may include third party advertisement within Applications, which shall be subject to the then applicable policies provided to sellers by Samsung Advertising Guidelines (Appendix I) and the general requirements of the Agreement relating to content in Application (including without limitation Section 7.5). Samsung reserves the right to reject or remove advertising that Samsung deems contrary to Samsung Advertising Guidelines and policies. Any revenue generated from such third party advertisements within the Application shall be included in the Sales Proceeds and subject to the Revenue Share Ratio pursuant to Section 6. The Samsung Advertising Guidelines are subject to change at any time and Samsung may waive any of these guidelines at its discretion.
16. Other content
16.1 The Services may include hyperlinks to other web sites or content or resources. Samsung may have no control over any web sites or resources which are provided by companies or persons other than Samsung. You further agree not to provide external hyperlinks that are unrelated to your Application or are against the Terms.
16.2 You acknowledge and agree that Samsung is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
16.3 You acknowledge and agree that Samsung is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources and you agree to indemnify Samsung and Samsung Affiliates against any costs, damage, claims, liabilities and expenses incurred as a result of your breach of this Section.
17. Changes to the Terms
17.1 Samsung may make changes to the Terms from time to time without your consent. When these changes are made, Samsung will make a new copy of the Terms available at “APP CENTER” and any new additional terms will be made available to you from within, or through, the affected Services.
17.2 You understand and agree that if you use the Services after the date on which the Terms changed, Samsung will treat your use as acceptance of the updated Terms.
18. General legal terms
18.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
18.2 With the exception of any separate written agreement that has been entered into or is to be entered into between you and Samsung Affiliate regarding a provision of Application(s) provided by you, the Terms and the documents referred to in these Terms constitute the whole legal agreement between you and Samsung and govern your use of the Services (but excluding any services which Samsung may provide to you under a separate written agreement with Samsung or a Samsung Affiliate), and completely replace any prior agreements between you and Samsung in relation to the Services (but excluding any services which Samsung may provide to you under a separate written agreement).
18.3 You agree that Samsung may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
18.4 You agree that if Samsung does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Samsung has the benefit of under any applicable law), this will not be taken to be a formal waiver of Samsung’s rights and that those rights or remedies will still be available to Samsung.
18.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable. The “Terms” do not limit any rights you may have under mandatory national laws which do not allow us to deviate from them. Without prejudice to the first sentence of this Section 21.5, where the Terms or parts of them would infringe such national mandatory provisions, they must be considered as automatically be replaced by a clause which to the extent possible is as similar as possible to the current one without infringing such national mandatory provision.
18.6 You acknowledge and agree that all Samsung Affiliates shall be third party beneficiaries to the Terms and shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
18.7 You may not transfer, assign, charge or otherwise dispose of this Agreement, or any of your rights or obligations arising under it, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of this Agreement, or any of our rights or obligations arising under it, at any time during its term.
18.8 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by events outside our reasonable control (“Force Majeure Event”). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, impossibility of the use of public or private telecommunications networks, the acts, decrees, legislation, regulations or restrictions of any government. Our performance under the Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Agreement may be performed despite the Force Majeure Event.
18.9 Unless agreed otherwise in writing by you and Samsung or a Samsung Affiliate, the Terms, and your relationship with Samsung under the Terms, shall be governed by the laws of England and Wales without regard to its conflict of laws provisions. You and Samsung agree to submit to the non-exclusive jurisdiction of the competent courts in London to resolve any legal matter arising out of or connected to these Terms (including non-contractual matters). Notwithstanding this, you agree that Samsung or Samsung Affiliate shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction which will be chosen by Samsung or must be set by the respective law.
APPENDIX I. SAMSUNG ADVERTISING GUIDELINES
These Guidelines provide basic rules about the type of information which advertisements can contain and what constitutes an advertisement that is not publicly acceptable.
1. Advertisements should be according with the competition rules and good manners, should not be misleading or deceptive or unfair and should not have the marks of the unfair commercial practice or to be against the respective law, nor should they promote illegal products or services.
2. In some cases, the content of advertisement is regulated by applicable laws or industry practice and You shall comply with such laws and regulations.
3. You shall not, and you shall procure that no other person shall, publish the following types of content or advertisements (the following list is for example only and is not intended to be exhaustive):
- Gratuitous displays of violence and abuse of humans and animals
- Content which endorses or threatens physical harm
- Depictions of sex, pornography, pedophilia
- Obscene and vulgar language, e.g. excessive swearing
- Any type of promotions and unnecessary references of alcohol, smoking and drug
- Any type of offensive references and discrimination towards humanity (e.g. racial, political, ethnic, religious, gender-based, sexuality-based or personal)
- Any type of overtly political communication
- Any type of religious or occultism content, imagery or symbols
- Any form of illegal activity or their promotions (e.g. how to build a bomb, stealing, Robbing hacking, freaking, software piracy)
- Any type of illegal substance or activity sites with illegal, false or deceptive investment advice and money- making opportunities
- Any type of advertisement or promotion for products or services of “Samsung Competitors” without obtaining prior written approval of Samsung is forbidden. “Samsung Competitors” means any major consumer electronics manufacturers around the world or any other specific manufacturer that Samsung may designate from time to time.
- Any type of content reasonable public consensus deem to be improper or inappropriate