Thank you for your interest in publishing content for The Kenya Education Cloud. This Content Developer Agreement; Kenya Education Cloud Store (this "Agreement") includes the Exhibits and all documents expressly referenced herein and describes the relationship between you and The Kenya Education Cloud (“KEC,” “we,” “us” or “our”) and governs your use of the Kenya Education Cloud Store to make content available to Customers and the Content Publisher Portal. By agreeing to these terms, you represent and warrant to us that you have the authority to accept this Agreement, and you also agree to be bound by its terms. Throughout this Agreement, we refer to you as a developer, but we understand that in some cases, you may be a publisher submitting content and apps that you did not develop. Terms and Conditions DEFINITIONS. In this Agreement, the following definitions apply: "Account Fee" means the fee you pay to Kenya education Cloud to establish and access your Publisher’s Account. "Affiliate" means any legal entity that owns, is owned by, or is commonly owned with a party. "Own" means more than 50% ownership or the right to direct the management of the entity. ”Content” "Application" or "App" means an application or extension that can be submitted to Publisher Portal. "Content Assets" means, for each App or content, the name, trademarks, logos, icons, product descriptions, App titles, In-App Product names, trade dress, images, screenshots, video trailers, User Generated Content, and other metadata you provide to Kenya Education Cloud for use in connection with the submission and distribution of your content, App or In-App Product in connection with the Store. "Content Proceeds" means Net Receipts minus the Store Fee. "Certification" means Kenya Education Cloud's process for testing the compliance of content and/or Apps with the applicable Certification Requirements. Content or App is "Certified" when (i) Kenya Education Cloud (or Kenya Education Cloud's designated certification provider) confirms that the Content or App has completed and passed Curation and (ii) the Content or App has been approved and assigned with a Kenya Education Cloud-issued certificate. "Certification Requirements" means the technical, functional, content, and other policy requirements provided by Kenya Education Cloud (at https://kicd.ac.ke/curriculum-reform/, or another location(s) specified by Kenya Education Cloud) for Content, Apps and In-App Products offered through the Store. "Commerce Expansion Adjustment" means an additional percentage of Net Receipts for an App or In-App Product which will be retained by Kenya Education Cloud for certain types of transactions in certain countries or regions, which terms may be updated from time to time. "Covered Parties" means, collectively, Kenya Education Cloud, Kenya Education Cloud's Affiliates, authorized resale partners, and network operators that provide billing services for the Store. "Customer" means any end user customer of the Store who seeks or acquires Content, App or In-App Product, regardless of whether such Customer pays a fee to obtain the Content, App or In-App Product. "Content Publisher Portal" or "Publisher Portal" means a website, currently available at http://cms.kec.ac.ke, or other Kenya Education Cloud owned and operated interface, through which content and app developers access information and receive communications from Kenya Education Cloud relating to the Store and can submit Apps for Certification and make Apps and In-App Products available in the Store. "Documentation" means the Content Publisher Portal and the Certification Requirements, and such other Store materials and information Kenya Education Cloud makes available to developers from time to time. "Educational Institutions" means educational entities and includes administrative offices, boards of education, public libraries, and museums. "FOSS" or "Free and Open Source Software" means any software licensed under an Open Source Initiative Approved License, a list of which is currently available at http://opensource.org/licenses/alphabetical. "Game" means any Content or App that is submitted to the Store and categorized by Kenya Education Cloud into the "Games" or other similar category in the Store, or any App that in Kenya Education Cloud's sole discretion is primarily intended to provide users with gaming functionality. "In-App Product" means a supplementary digital item including downloadable additional content for an App that is offered to a Customer for acquisition through the Store, whether on a fixed or recurring basis; after an In-App Product is acquired by a Customer, it is delivered to the App by the developer. "Kenya Education Cloud Account" means the unique user name and password that identifies a customer of Kenya Education Cloud services. "Kenya Education Cloud Mark" means the Store logo, icon, and download badges described at "NDA" means the Kenya Education Cloud nondisclosure agreement between you and Kenya Education Cloud, if any. "Net Receipts" means the total amounts received by Kenya Education Cloud or its Affiliates from Customers in connection with the download of content, App or purchase of an In-App Product through the Store, (i) minus any sales, use, or VAT/GST taxes collected from Customers for remittance by Kenya Education Cloud or a billing service provider as provided in Section 6.h of this Agreement; (ii) minus any amounts refunded or paid to Customers or charged back by Kenya Education Cloud or its billing service provider or other authorized partner; and (iii) minus any amounts you owe to Kenya Education Cloud under this Agreement. "Organization" means a third party company, educational institution, governmental agency, or other organization. "Personal Information" means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. "Promotional Code" means a Kenya Education Cloud-generated code that is redeemable by customers for Apps and/or In-App Products in the Store. "Standard Content License Terms" or "SCLT" means the Customer license agreement made available by Kenya Education Cloud as set forth in http://kec.ac.ke/standard-content-license-terms/ (or another location specified by Kenya Education Cloud). "Store" or "Kenya Education Cloud Store" means a Kenya Education Cloud owned or operated platform, however named, through which Content and Apps may be offered to or acquired by Customers. "Store Account" means a service account for the Content Publisher Portal, which includes a user name and password. "Store Fee" means the percentage of Net Receipts for content, App or In-App Product which is retained by Kenya Education Cloud as a fee for making the content, App or In-App Product available in the Store. "KES" means Kenyan Shillings. "User Generated Content" means content in any format, including graphics, text, or voice content, which originates from end users or Customers and is published through or as part of the App. "The Kenya Education Cloud Device" means an electronic device that is capable of running Apps and access digital content. "Kenya Education Cloud Store for Business" means a program, however named, offered by Kenya Education Cloud to Organizations to acquire and initiate distribution of Apps and In-App Products for use by authorized employees, agents and members of each Organization. STORE ACCOUNT. To submit Apps to the Store, you must open a Store Account through the Content Publisher Portal. Kenya Education Cloud may verify information you submit when you set up your Store Account. You may be required to pay an Account Fee to submit your App for Certification. Kenya Education Cloud may use the contact information you provide with your Store Account to send you newsletters and information regarding events, contests, promotions, and the like. You agree that Kenya Education Cloud may publicly display in the Store the email address that you provide in Content Publisher Portal for customer support purposes. Your Store Account is only for use by you and the individuals you authorize as your delegates in the Content Publisher Portal. You are responsible for all activity that takes place with your Store Account. You may not share your user name and password or otherwise authorize any third party (other than your authorized delegate(s)) to access or use the Store and/or Content Publisher Portal on your behalf. If you fail to keep your Store Account in good standing (for example, by failing to pay fees, if any, associated with the Store Account, by giving Kenya Education Cloud incorrect or outdated information, by failing to provide any required tax information, by engaging in dishonest or fraudulent activity, by failing to maintain an active state in the Store catalog, or by repeatedly submitting Apps and Content that violate this Agreement, abusing the Store service, or interfering with any other party's use of the Store service) Kenya Education Cloud may revoke your Store Account, remove your Apps and/or Content and Content from the Store, delete App and/or Content ratings and reviews, retain associated Account Fees (if any), and pursue any other remedies available to Kenya Education Cloud (including, where appropriate, the retention of any Content Proceeds otherwise owed to you). SUBMISSION, EVALUATION, CERTIFICATION, AND DISTRIBUTION OF CONTENT AND APPS. Submission.You must submit to Kenya Education Cloud each Content, App and the metadata for each In-App Product that you wish to make available through the Store, including any updates to each App. You are solely responsible and liable for the Content, App and In-App Products you submit. You are responsible for supporting your Content, App and for delivering and supporting your In-App Products. Kenya Education Cloud will retain (or destroy) all copies of the App and other materials you submit. Kenya Education Cloud will not return them, so you must maintain your own backup copies. Updates to Content and Apps.You may submit updates to Content and Apps for Certification and distribution through the Store. Those updates are subject to all of the requirements of this Agreement. You understand that end users may elect to receive updates automatically. You may not add any new functionality to your App via an update which requires written consent from the Customer without first providing notice to the Customer and obtaining any consents as may be required by law in the markets where you choose to distribute your App. Evaluation and Testing. Initial Certification.Kenya Education Cloud will test each Content and/or App (including any updates) you submit for compliance with this Agreement (which includes the applicable Certification Requirements) and other policies made available to you (if any). Kenya Education Cloud will not make any Content available in the Store unless and until the Content is Certified. Content.You are solely responsible for selecting all content made available through your submitted Content, App and In-App Product(s), including your App Assets, and for ensuring that such content complies with the terms of this Agreement and all applicable laws and regulations. Kenya Education Cloud's Certification of an Content does not constitute any representation or acknowledgement by Kenya Education Cloud that the Content complies with such requirements, nor does it constitute any acceptance by Kenya Education Cloud of any responsibility or liability in connection with such requirements. Responding to Claims.If Kenya Education Cloud receives a claim from a third party requesting that your Content be changed or removed, Kenya Education Cloud may remove the Content and/or refer that claim to you. You must respond to the notice as soon as reasonably practicable and comply with any other requirements in Kenya Education Cloud's Notice and Takedown policies at Making a Claim.If you believe another Content submitted to the KEC Store violates your rights, you may submit a claim to Kenya Education Cloud in accordance with Kenya Education Cloud's Notice and Takedown policies. App Availability.Kenya Education Cloud has no obligation to make any Content, App or In-App Product available that you submit or to maintain the availability of the Content, App or In-App Product, even if that Content has been Certified. App Placement and Promotion.Kenya Education Cloud reserves the right, in its sole discretion, to make (or to designate Affiliates or third parties to make) all decisions regarding placement or promotion of Content anywhere in the Store. Promotional Codes.If you select the Promotional Code offer in Publisher Portal, then you grant Kenya Education Cloud, its agents, Affiliates, licensees and retail partners the right to use your App Assets in connection with the manufacture, distribution, promotion, and marketing of Promotional Codes. You may not offer or distribute Promotional Codes in any manner except as follows: Promotional Codes provide free downloads of your Content, App and In-App Product, and can be used by Customers to acquire content available in the Kenya Education Cloud Store. You are provided a limited number of Promotional Codes that can each be used a limited number of times for each Content, App or In-App Product as a way to promote and deliver your Content or game-related content (App or In-App Product), for Customer retention programs and customer service. You forfeit revenue for your Content App or In-App Product if you give out Promotional Codes. You shall not resell the Promotional Codes or get any payment for them. You shall distribute Promotional Codes only to Customers of the appropriate age, corresponding to the Promotional Codes you generate. Hidden content time limit: Premium content enabled through these Promotional Codes must be made available to Customers on the App within 60 days of release of the content. Removal Policies.Kenya Education Cloud may remove or suspend the availability of any Content, App or In-App Product from the Store for any reason. Reasons may include, without limitation, (i) your breach of the terms of this Agreement or the Documentation; (ii) your express termination of this Agreement or of the license grants associated with Content, App or In-App Product; (iii) an assertion or claim that your Content, App or In-App Product infringes the intellectual property rights of a third party; (iv) an assertion by a mobile network operator that your Content, App or In-App Product causes harm to the operator's network; (v) an assertion by a mobile network operator that your Content/App is already provided under an agreement between you and a mobile operator or (vi) complaint(s) about the content or quality of your Content, App or In-App Product. Kenya Education Cloud also may disable previously downloaded copies of Content/ App if Kenya Education Cloud believes that the App could cause harm to end users or their devices, third parties (including any Covered Parties) or any network, or to comply with any judicial process, government order or lawsuit settlement. Unless your Content, App or In-App Product that accrued Content Proceeds is removed or disabled for breach of the terms of this Agreement or the Documentation, or in response to an infringement allegation (in which case Section 11.b will apply), Kenya Education Cloud will pay to you the amounts owed, if any, in connection with the distribution of your Content, App or In-App Product that accrued Content Proceeds before removal or disablement. Kenya Education Cloud's termination and suspension rights are without prejudice to its other rights and remedies. Modification or Discontinuance.The Store and Publisher Portal are the property of Kenya Education Cloud. Kenya Education Cloud may, in its sole discretion, change or discontinue the Store and Publisher Portal at any time.