# ENCY EXTENSION STORE — DEVELOPER AGREEMENT **Version 1.0 — Effective 1 November 2026** --- **THIS AGREEMENT** is made between: **(1) ENCY SOFTWARE LTD**, a company incorporated in the Republic of Cyprus, registration number HE 460544, whose registered office is at 9 Aiolou and Panagioti Diomidous, Katholiki, 3020 Limassol, Cyprus (**"ENCY"**); and **(2) the person or entity accepting this Agreement** (**"Developer"**). --- ## 1. STRUCTURE OF THIS AGREEMENT 1.1 This Agreement comprises this document together with the following, each incorporated by reference and each of which the Developer confirms it has had the opportunity to read before acceptance: (a) the **ENCY Extension Store Publishing Policy** (the **"Policy"**), including **Schedule A** (Reserved Functionality Domains), **Schedule B** (Technical Requirements) and **Schedule C** (Enforcement and Appeals Procedure); (b) the **Commercial Schedule**; (c) the **ENCY SDK Licence Terms**; (d) the **ENCY Trade Mark Guidelines**. 1.2 Terms defined in the Policy have the same meaning in this Agreement. 1.3 In the event of conflict, this Agreement prevails over the documents listed in clause 1.1, save that Schedule A prevails as to the scope of Reserved Functionality. --- ## 2. ACCEPTANCE AND FORMATION 2.1 This Agreement is formed when the Developer indicates acceptance by the mechanism provided in the Developer Portal, being an affirmative act of assent distinct from mere use of the Portal. 2.2 The person accepting warrants that they are authorised to bind the Developer. 2.3 ENCY records, and the Developer acknowledges as evidence of acceptance: the identity of the accepting user, the date and time of acceptance, the originating IP address, and the version identifier and cryptographic hash of each document accepted. The Developer may obtain a copy of these records, and of each accepted version, at any time through the Developer Portal. --- ## 3. APPOINTMENT AND SCOPE 3.1 ENCY appoints the Developer as a non-exclusive publisher of Extensions through the Store, and the Developer accepts that appointment, on the terms of this Agreement. 3.2 The Developer is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship. 3.3 **This Agreement does not restrict the Developer's activities outside the Store.** The Developer remains free to develop, publish, market, distribute and sell standalone software, and software integrating with any third-party platform, through any other channel, on any terms. The Policy governs the conditions on which Extensions are distributed through the Store. 3.3A The freedom in clause 3.3 is subject only to paragraph 4.9 of the Policy (anti-circumvention), which prohibits the use of off-Store channels to deliver, through the Platform's SDK, APIs or extension interfaces, capability that could not lawfully be delivered through the Store to an end user lacking the corresponding Entitlement. That paragraph is directed at the integrity of the ENCY licensing system and does not restrict competition by the Developer outside the Platform. 3.4 ENCY does not undertake to refrain from developing, acquiring or distributing functionality that competes with any Extension. --- ## 4. LICENCE GRANTS ### 4.1 Developer to ENCY The Developer grants ENCY a non-exclusive, worldwide, royalty-free licence, for the term of this Agreement, to: (a) host, reproduce, index, transmit and distribute the Extension to end users through the Store; (b) test, analyse and scan the Extension for compliance with the Policy and for security purposes; (c) reproduce and display the Extension's name, icon, screenshots, description and the Developer's name and logo for the purpose of operating, promoting and merchandising the Store; (d) make such technical modifications to packaging, metadata and delivery format as are necessary for distribution, without modifying the functional content of the Extension. ### 4.2 ENCY to Developer ENCY grants the Developer a non-exclusive, non-transferable, revocable licence to use the ENCY SDK and APIs solely to develop, test, support and maintain Extensions for distribution through the Store, subject to the SDK Licence Terms. ### 4.3 Ownership Each party retains all right, title and interest in its own intellectual property. No rights are granted except as expressly stated. ### 4.4 End-user licence The Developer grants the licence to use each Extension to the end user on the Developer's own end-user licence terms, which must be presented to the end user and must not conflict with the Policy or with the end user's ENCY licence terms. Where the Developer does not supply terms, the ENCY Standard Extension EULA applies. This clause governs the grant of intellectual property rights in the Extension only. It does not determine which entity is the supplier of the Extension for indirect tax purposes, which is governed by clause 9.2 and by applicable law. --- ## 5. DEVELOPER OBLIGATIONS The Developer shall: 5.1 comply with the Policy and Schedules as in force from time to time; 5.2 ensure that each Extension is free of malware and does not circumvent, weaken or replace the ENCY licensing, activation, entitlement-enforcement or anti-tamper systems; 5.3 where publishing a Gated Extension, implement entitlement verification exclusively through the ENCY entitlement-verification API, and not disable, bypass, cache beyond the permitted period, spoof or otherwise defeat that verification; 5.4 provide end-user support for its Extensions in accordance with the support commitment stated in the Store listing, and respond to end-user support requests within the stated response time; 5.5 maintain each published Extension in a functional state compatible with supported Platform versions, and notify ENCY at least 60 days before ceasing to maintain an Extension; 5.6 comply with applicable law, including data-protection, export-control, sanctions, competition and consumer-protection law; 5.7 not make any representation that an Extension is produced, endorsed, certified or supported by ENCY, except as expressly permitted under the Trade Mark Guidelines or under a separate certification agreement; 5.8 notify ENCY without undue delay, and in any event within 72 hours, of any security vulnerability, data breach or safety-relevant defect affecting an Extension. --- ## 6. ENCY OBLIGATIONS ENCY shall: 6.1 operate the Store with reasonable skill and care; 6.2 review submissions in accordance with Section 5 of the Policy; 6.3 provide a statement of reasons for any restriction, suspension or removal, in accordance with Section 6 of the Policy; 6.4 observe the notice periods set out in the Policy; 6.5 handle complaints in accordance with Section 7 of the Policy; 6.6 account for and remit sums due under the Commercial Schedule. --- ## 7. WARRANTIES 7.1 The Developer warrants that: (a) it has full right and authority to enter into this Agreement and to grant the licences in clause 4.1; (b) each Extension is the Developer's original work or is properly licensed, and does not infringe any third-party right; (c) each Extension complies with the Policy and with applicable law; (d) it will disclose accurately all data collection, transmission and processing performed by each Extension; (e) where an Extension incorporates open-source components, their use complies with the applicable licences and does not subject ENCY's or any end user's software to copyleft obligations. 7.2 ENCY warrants that it has authority to enter into this Agreement. 7.3 **Except as expressly stated, the Store and the SDK are provided "as is" and all implied warranties are excluded to the fullest extent permitted by law.** --- ## 8. INDEMNITY 8.1 The Developer shall indemnify ENCY against all losses, damages, costs and expenses (including reasonable legal fees) arising from any third-party claim that an Extension infringes intellectual property rights, breaches data-protection law, or has caused death, personal injury or property damage. 8.2 ENCY shall promptly notify the Developer of any such claim, shall not settle without the Developer's consent (not unreasonably withheld), and shall provide reasonable cooperation at the Developer's expense. --- ## 9. FEES AND PAYMENT 9.1 Where an Extension is distributed for a charge, ENCY retains the commission and ENCY remits the balance to the Developer, in each case as set out in the Commercial Schedule. 9.2 **Seller of record.** The ENCY group entity that acts as seller of record in respect of end-user transactions is identified in the Commercial Schedule and is disclosed to the end user at the point of purchase. That entity is responsible for issuing invoices to end users and for accounting for any value added tax, sales tax or equivalent charge arising on those transactions. 9.2A The Developer acknowledges that, under Article 9a of Council Implementing Regulation (EU) No 282/2011 and equivalent provisions in other jurisdictions, the operator of a marketplace for applications may be treated as the supplier of electronically supplied services made through it for indirect tax purposes, irrespective of the contractual position between ENCY and the Developer. Nothing in this Agreement is to be read as displacing that treatment or as an agreement by ENCY to be treated otherwise than as required by applicable law. 9.2B ENCY may designate a different group entity as seller of record, or vary the settlement arrangements, on not less than **30 days'** written notice. Any such change does not affect the commission, the amounts payable to the Developer, or transactions completed before its effective date. 9.3 Payouts are made **monthly, within 30 days of the end of each calendar month**, subject to a minimum payout threshold of **EUR 100**. 9.4 The Developer is responsible for its own taxes. ENCY may withhold amounts required by law and will provide documentation of any withholding. 9.5 Refunds and chargebacks are handled in accordance with the Commercial Schedule. ENCY may offset refunded amounts against future payouts. 9.6 ENCY may vary commission rates on not less than **60 days'** written notice. A variation does not apply to transactions completed before its effective date. --- ## 9A. REMEDIES FOR ENTITLEMENT CIRCUMVENTION 9A.1 The Developer acknowledges that the entitlement conditions in Section 4 of the Policy are a fundamental term of this Agreement, and that a breach of clause 5.2 or 5.3, or of paragraph 4.2 or 4.9 of the Policy, causes ENCY loss that is difficult to quantify and that is not remedied by removal of the Extension alone. 9A.2 Where such a breach is established, the Developer shall on demand: (a) pay to ENCY an amount equal to the gross revenue received by the Developer from end users in respect of the affected Extension during the period of breach; and (b) provide a statement, certified by an officer of the Developer, of that revenue and of the number of affected end-user installations. 9A.3 ENCY may withhold and set off any amount due under clause 9A.2 against sums otherwise payable to the Developer under clause 9.1. 9A.4 Clause 9A.2 is without prejudice to any other remedy, including damages in respect of licence revenue that ENCY would have received but for the breach. 9A.5 The Developer acknowledges that damages may not be an adequate remedy for breach of clause 5.2, clause 5.3 or paragraph 4.9 of the Policy, and that ENCY is entitled to seek injunctive relief in respect of any such breach, without the need to prove special damage. 9A.6 **Audit.** Where ENCY has reasonable grounds to suspect a breach of clause 5.2 or 5.3, the Developer shall, on not less than 10 business days' written notice and not more than once in any 12-month period absent a substantiated breach, provide such records as are reasonably necessary to verify compliance, limited to the affected Extension. ENCY shall bear the cost of the audit unless a breach is established, in which case the Developer shall bear the reasonable cost. --- ## 10. TERM AND TERMINATION 10.1 This Agreement commences on acceptance and continues until terminated. 10.2 The Developer may terminate at any time on 30 days' written notice, and may withdraw any Extension from new distribution at any time. 10.3 ENCY may terminate on **not less than 30 days'** written notice, with a statement of reasons, where the Developer is in material breach of this Agreement or the Policy and has failed to remedy that breach within the period specified in the notice. 10.4 ENCY may terminate with immediate effect in the circumstances set out in paragraph 6.3 of the Policy. 10.5 **Consequences of termination.** On termination: (a) Extensions are removed from the Store and no new installations occur; (b) licences granted to end users before termination continue in accordance with their terms; (c) the Developer shall continue to provide security and critical-defect support to existing end users for **12 months**, or shall cooperate with ENCY in an orderly transition; (d) ENCY shall remit all sums accrued and unpaid as at the date of termination, in the ordinary payout cycle; (e) the Developer retains access to the Developer Portal for **90 days** to export its data. 10.6 Clauses 4.3, 7, 8, 9A, 10.5, 12, 13 and 14 survive termination. --- ## 11. CONFIDENTIALITY 11.1 Each party shall keep confidential all non-public information disclosed by the other and identified as confidential or which ought reasonably to be regarded as confidential, and shall use it only for the purposes of this Agreement. 11.2 The obligation does not apply to information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or is required to be disclosed by law or regulatory authority. 11.3 This clause survives for 5 years from termination. --- ## 12. LIABILITY 12.1 Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded. 12.2 **No guarantee of outcome.** ENCY gives no undertaking that: (a) the Store will be available, uninterrupted or error-free; (b) any Extension will be approved, published, promoted, ranked in any position, or discovered, downloaded, installed or purchased by any end user; (c) any level of sales, revenue, visibility or distribution will be achieved; (d) the Platform, SDK or APIs will remain unchanged, or that an Extension will remain compatible with them; or (e) the Store will continue to operate, in any territory or at all. 12.3 **Matters for which ENCY is not liable.** Subject only to clause 12.1, ENCY shall have no liability to the Developer, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with: (a) any decision to refuse, delay, restrict, suspend, remove or reinstate an Extension taken in accordance with the Policy; (b) any ranking, placement, categorisation, presentation or promotional decision; (c) any interruption, suspension, degradation or discontinuation of the Store, the Platform, the SDK or the APIs; (d) any change to the Platform, SDK or APIs, including a change that renders an Extension inoperable or requires it to be modified; (e) any act, omission, misuse or claim of any end user or other third party; (f) any loss of or damage to data, configurations or content; (g) any failure by the Developer to comply with the Policy or with applicable law; (h) any matter arising from the Developer's own software, including its performance, its output, and its effect on end-user systems or machinery. 12.4 Subject to clause 12.1, ENCY is not liable for indirect, special or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings, business opportunity, or loss or corruption of data, in each case however arising and whether or not foreseeable. 12.5 **No liability.** Subject only to clause 12.1, ENCY shall have no liability of any kind to the Developer arising out of or in connection with this Agreement, the Store, the Platform, the SDK, the APIs or any Extension, whether in contract, tort (including negligence), restitution, breach of statutory duty or otherwise, and whether or not ENCY has been advised of the possibility of such loss. 12.6 **Fallback limitations.** If and to the extent that any exclusion or limitation in clauses 12.2 to 12.5 is held by a court or other competent authority to be unenforceable, the liability that would otherwise arise is limited as follows, each limitation applying only to the extent that the preceding one is held unenforceable: (a) first, to **EUR 100**; (b) second, to the total commission actually retained by ENCY in respect of the Developer's Extensions during the **12 months** preceding the event giving rise to the claim; (c) third, to such sum as is the minimum permitted by applicable law. 12.7 The limitations and exclusions in this Section apply only to ENCY. They do not limit the Developer's liability under clause 8 (Indemnity), under clause 9A (Remedies for entitlement circumvention), or for breach of clause 5.2 or 5.3 (licensing-system integrity), in respect of which the Developer's liability is unlimited. 12.8 **Time bar.** No claim may be brought by the Developer under or in connection with this Agreement unless written notice of the claim, specifying the matters complained of in reasonable detail, is given to ENCY within **12 months** of the date on which the Developer became aware, or ought reasonably to have become aware, of the circumstances giving rise to it. Any claim not so notified is irrevocably waived. 12.9 Each provision of this Section operates separately. If any provision is held to be unenforceable in whole or in part, the remaining provisions, and the remainder of the affected provision, continue in full force. 12.10 The Developer acknowledges that the allocation of risk in this Section is reflected in the commercial terms on which the Store is made available, that the Developer is free to distribute its software through any other channel on any terms, and that it has had the opportunity to take independent legal advice before accepting this Agreement. --- ## 13. GOVERNING LAW AND JURISDICTION 13.1 This Agreement and any non-contractual obligations arising out of it are governed by the laws of the Republic of Cyprus. 13.2 The courts of the Republic of Cyprus have exclusive jurisdiction, save that either party may seek injunctive relief in any competent court. 13.3 Clause 13.2 does not affect any right a Developer may have under Regulation (EU) 2019/1150, including the right to bring or participate in proceedings under Article 14 of that Regulation, or any mandatory right of a consumer-facing Developer under the law of its place of establishment. --- ## 14. GENERAL 14.1 **Amendment.** ENCY may amend this Agreement on not less than **15 days'** notice, except where an immediate change is required by law or to address an imminent security, fraud or safety risk. Amendments do not apply retroactively. The Developer may terminate under clause 10.2 during the notice period if it does not accept an amendment. Material amendments require renewed affirmative acceptance before further submissions may be made. 14.2 **Assignment.** The Developer may not assign without ENCY's prior written consent, not to be unreasonably withheld. ENCY may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. 14.3 **Notices.** Notices are given in writing to the registered email address of each party, and are deemed received on the next business day after sending. 14.4 **Entire agreement.** This Agreement and the documents incorporated by clause 1.1 constitute the entire agreement between the parties and supersede all prior discussions, save that nothing excludes liability for fraudulent misrepresentation. 14.5 **Severance.** If any provision is held invalid or unenforceable, the remainder continues in force and the invalid provision is replaced by a valid provision achieving as nearly as possible the same commercial result. 14.6 **No waiver.** Failure or delay in exercising a right does not waive it. 14.7 **Force majeure.** Neither party is liable for failure to perform caused by events beyond its reasonable control. 14.8 **Third parties.** No person other than the parties has any right to enforce this Agreement. 14.9 **Language.** This Agreement is made in English. Translations are for convenience only. --- **ENCY SOFTWARE LTD** 9 Aiolou and Panagioti Diomidous, Katholiki, 3020 Limassol, Cyprus Registration No. HE 460544 · VAT No. CY 60079628L developers@encycam.com · +357 95 907793 --- *End of Developer Agreement v1.0*