DEVELOPERS TERMS OF USE

 

This is an agreement between Nvia Gestión de Datos, SL (and its affiliates, hereinafter jointly “NVIA”, “we” or “us”) and you (if registering as an individual) or the entity you represent (if registering as a business) (hereinafter “Developer” or “you”).

 

1. Structure of Agreement. This agreement (the “Agreement”) includes the body of the agreement below, all schedules to this agreement (“Schedules”), and all terms, rules and policies that we make available to developers for distributing their works through our Store MVR, including on its developer portal (together, the “Store Policies”). However, the terms in each Schedule only apply to you if you engage in the activity or use the Store Materials (defined in Section 3) to which the Schedule applies (for instance, the terms of the In-App Products Schedule only apply to you if you submit an In-App product to us to sell, distribute, or promote). Please carefully read the Agreement before clicking to accept it.

2. Our Store. Our Store MVR (the “Store”) allows end users to purchase, download, and access mobile and non-mobile software applications, games, and other digital products, and to use related services that we or our collaborating developers make available (for instance, in-app services or products). “Apps” are software applications, games, and other digital products that you submit to us for sale, distribution, or promotion through the Store, or with which you use any Store Materials, together with their enhancements, upgrades, updates, bug fixes, new versions and other modifications and amendments. “Content” means your Apps, all content, ads, services, technology, data and other digital materials included in or made available through your Apps, and all Product Information (if applicable, defined in the Distribution Schedule).

3. Store Materials. We may make available certain software, software development kits, libraries, application programing interfaces, services, documentation, sample code, and related materials and information for use in connection with the Store (collectively, the “Store Materials”). You are solely responsible for ensuring your Content functions properly with any Store Materials you use, including any future updated or modified versions of those Store Materials.

4. Compliance with Laws; Privacy Obligations. You and your Content must comply with all applicable laws, rules, regulations, orders, and other requirements of governmental agencies (“Laws”). In addition, if you (or any third-party plug-in or service provider you use) have access to any name, password, other login information, or personally identifiable information or personal data of any end user based on any use of or interaction with your Content, you will (i) provide legally adequate privacy notices to such end user, (ii) obtain any necessary consent from the end user for the collection, use, transfer, and storage of the information, (iii) use and authorize others to access and use the information only for the purposes permitted by the end user, and (iv) ensure the information is collected, used, transferred, and stored in accordance with applicable privacy notice(s) and applicable Laws.

5. Prohibited Actions. You may not reverse engineer, disassemble or decompile any binary code used in connection with the Store, including any Store Materials we provide you. You will not take any action related to the Store that interferes with, damages, or accesses or uses in any unauthorized manner the hardware, software, networks, technologies or other properties or services of ours or of any end user, mobile operator or other third party.

6. Our Operations. We have sole discretion to determine all features and operations of the Store and to change the Store from time to time. You acknowledge that we have no obligation to promote, distribute, or offer for sale any App, to permit you or your Content to use any Store Materials, or to continue any of the foregoing once begun. We are responsible for and have sole discretion related to processing payments, collecting payments, addressing requests for refunds, and providing customer service related to our obligations, and we will have sole ownership and control of all sales and other data we obtain from end users in connection with the Store.

7. Term and Termination; Suspension. The term of this Agreement (the “Term”) will begin on the date you click to accept it and will continue until you or we terminate it. We are entitled to terminate this Agreement and access to your Store account at our discretion with or without advance notice to you. You are entitled to terminate this Agreement at any time by giving us at least 10 days advance written notice. We may also suspend your participation in our Store at our discretion with or without notice to you. We are not obligated to return copies of any Content or other materials that you provide. The following provisions of this Agreement will survive termination of this Agreement: Sections 3 through 5, 8 through 13, all Developer representations and warranties in this Agreement, and any other provisions that, by their nature, are intended to survive.

8. Representations and Warranties. You represent, warrant and covenant that:

a. You are at least the legal age of majority and that you are able to form a legally binding contract. If Developer is a business or other legal entity and not an individual, then the individual entering into this Agreement on Developer’s behalf represents that he or she has all necessary legal authority to bind Developer to this Agreement;

b. You have the full right, power, and authority to enter into and fully perform this Agreement;

c. Before providing us or any end user any Content, you will have obtained the rights necessary for the exercise of all rights granted under this Agreement, and you will be solely responsible for and will pay any licensors or co-owners any royalties or other monies due to them related to such Content;

d. None of the following will violate any Law; require us to obtain any license, authorization, or other permission from any governmental agency or other third party; contain any defamatory material; or violate or infringe any intellectual property, proprietary, or other rights of any person or entity (including contractual rights, copyrights, trademarks, patents, trade dress, trade secret, common law rights, rights of publicity, or privacy, or moral rights): (i) the exercise of any rights granted under this Agreement; (ii) any materials (including advertising) embodied in the Content; (iii) the sale, distribution, or promotion of the Content as authorized in this Agreement; or (iv) any notices, instructions or advertising by you for or in connection with any Content;

e. Your Content may be imported to, exported from, and lawfully used in all countries in which we operate the Store, and particularly in all countries in which you’ve authorized sales to end users (without the need for us to obtain any license or clearance or take any other action) and your Content is in full compliance with all applicable Laws governing imports, exports, and use, including those applicable to software that incorporates or makes use of information security technology, including but not limited to encryption technology;

f. Your Content will not contain any viruses, spyware, “Trojan horses,” or other “malware” or harmful code, and will not cause injury to any person or damage to any property; and

g. You will include any attributions, copyright information and other notices, terms and conditions that may be required to be provided to end users based on your use of third party “open source” software or other third party intellectual property in any of your Content. You will also promptly make available to us, end users and any other third party that is entitled to it, the source code corresponding to any Content or portion thereof if and in the manner required by applicable third party terms and conditions (e.g., open source software licenses).

9. Indemnity. You will indemnify, defend and hold us (including any respective officers, directors, employees, contractors and assigns) harmless from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys’ fees) that arises from any claim relating to any Content, or from any breach of your representations, warranties or obligations set forth in this Agreement (individually, a “Claim,” and collectively, the “Claims”).  You will not consent to the entry of a judgment or settle a Claim without our prior written consent, which may not be unreasonably withheld. You will use counsel reasonably satisfactory to us to defend each Claim. If we reasonably determine that a Claim might adversely affect us, we may take control of the defense at our expense (and without limiting your indemnification obligations). Your obligations under this Section 9 are independent of your other obligations under the Agreement.

10. Publicity and Confidentiality. You will: (a) protect and not disclose information made available by us that is identified as confidential or that reasonably should be considered confidential; (b) use this information only to fulfill your obligations under this Agreement; and (c) either destroy or return all such information to us promptly when the Agreement terminates (and, upon request, confirm such destruction in writing). This paragraph covers all confidential information regardless of when you receive it. Unless you have received our express written permission, you will not otherwise use any trademark, service mark, commercial symbol, or other proprietary right of ours, issue press releases or other publicity relating to us or this Agreement, or refer to us in promotional materials.

11. Disclaimers and Limitations of Liability. THE STORE AND ANY STORE MATERIALS ARE PROVIDED “AS IS.” WE WILL IN NO EVENT BE LIABLE FOR ANY LOSS OF DATA OR CONTENT, LOSS OF PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR RELIANCE DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT, OR FOR ANY EQUITABLE REMEDY OF DISGORGEMENT OR OTHERWISE, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. IN NO EVENT WILL OUR LIABILITY HEREUNDER EXCEED THE AMOUNT OF ROYALTIES DUE AND PAYABLE TO DEVELOPER UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING SUCH CLAIM. WE SPECIFICALLY DISCLAIM, WITH RESPECT TO ALL SERVICES, SOFTWARE, CONTENT OR PRODUCTS PROVIDED BY OR ON BEHALF OF US IN CONNECTION WITH THIS AGREEMENT OR THE STORE OR STORE MATERIALS, ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT WE CANNOT ENSURE THAT CONTENT SUBMITTED BY OR ON BEHALF OF YOU WILL BE PROTECTED FROM THEFT OR MISUSE, AND WE WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY SECURITY TECHNOLOGY OR PROCEDURE OR OF ANY END USER TO COMPLY WITH ANY TERMS OF USE REGARDING THE STORE OR OTHERWISE.

12. Agreement Changes. We reserve the right to change this Agreement at any time in our discretion. We will give you notice of the changes by posting an updated version of this Agreement online or by emailing you at an email address you have provided. Changes to the payment of Royalties will be effective 30 days after we post them or otherwise notify you of them. Any other changes to the Agreement will be effective as of the date we post them or otherwise notify you of them, unless we specify a different effective date when we make a particular change. You are responsible for checking for Agreement updates. Your continued participation in the Store after changes to this Agreement take effect will constitute your acceptance of the changes. If you do not agree to a change, you must stop participating in the Store and terminate this Agreement.

13. General. This Agreement may not be amended except in writing signed by both parties or as provided in Section 12 above. If any provision of this Agreement is held invalid by a court with jurisdiction over the parties to this Agreement, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect. The word “including” will be interpreted without limitation when used in this Agreement. The parties to this Agreement are independent contractors. Each party will bear its own costs and expenses in performing this Agreement. We may use one or more subcontractors to exercise our rights and perform our obligations hereunder. We will be responsible for ensuring that our subcontractors comply with the applicable portions of this Agreement when performing for us or on our behalf. Our failure to enforce any provision of this Agreement will not constitute a waiver of our rights to subsequently enforce the provision. You may not assign any of your rights or obligations under this Agreement, whether by operation of law or otherwise, without our prior written consent, except that you may assign all of your rights and obligations under this Agreement to any corporation or other entity without consent in connection with a merger or the sale of all or substantially all of your assets as long as you give us written notice of any such assignment no later than ten business days before such assignment. Subject to the foregoing limitation, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE KINGDOM OF SPAIN, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS OR THE U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. YOU HEREBY IRREVOCABLY CONSENT TO AND WAIVE ANY OBJECTION TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE CIVIL COURTS LOCATED AT MADRID, SPAIN WITH RESPECT TO ANY CLAIMS, SUITS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, supersedes any and all prior or contemporaneous agreements between the parties with respect to its subject matter, and does not give any third party (except where specified) any rights or remedies hereunder. Any notice or other communication to be given hereunder will be in writing and given (i) by us via email, via a posting in the Store Policies, or via a message through your Store account, or (ii) by you via email to developers@storemvr.com, or to such other email or physical addresses as we may specify from time to time. The date of receipt will, in the case of email, be deemed the date on which such notice is transmitted.

 

Distribution Schedule

 

The terms of this Schedule apply if you submit any App for sale, distribution, or promotion through the Store.

 

1. Basic Terms.

a. Types of Apps. Our Store supports the sale, distribution, and promotion of Apps for multiple platforms. A “Mobile App” is an App that is designed to operate on Android or another mobile operating system or in a mobile browser. An “In-App Product” is an App intended to be accessed or used within a software application or game (such as additional or enhanced functionality, in-app tools, data, subscriptions, or media content), but that is made available for sale through the Store as a separate item from the software application or game in which it is intended to be used. If you submit an App to us for sale, distribution, or promotion, you authorize us to sell, distribute, and promote that App and related Content as provided in this Schedule.

b. Royalty. For each sale of an App, we will pay you a royalty (“Royalty”) of 70% of the List Price as of the time of purchase.

No Royalty is payable for Apps with a List Price of €0.00. Royalties for certain In-App Products are subject to additional restrictions in the In-App Product Schedule. Taxes and any separately stated fees or charges are excluded from the List Price when calculating Royalties. A Royalty is due only for sales for which we have received final payment from or on behalf of an end user. If an App is purchased using a credit card or bank account deduction mechanism, final payment will be deemed to have occurred when the applicable credit card company or bank has fully settled the payment for the applicable purchase.

c. Territory. Worldwide, subject to Section 3e of this Schedule.

2. Submission of Apps and Information.

a. Submission of Apps. You may choose to submit to us any Apps that meet the requirements of the Agreement. While an App is available for distribution, you will submit any bug fixes, patches, and other updates to the Apps, together with any related Required Product Information (defined in Section 2b of this Schedule), as soon as they are available. You will ensure that all of your Content complies with this Agreement, including all Store Policies. For any Content that requires a license key or other data element that an end user must use in order to use or access any feature of functionality of an App (a “License Key”), you will deliver License Keys to us upon request in a format we specify.

b. Product Information. Together with delivery of each App, you will also provide the following information: App title, category, Developer name, List Price, product description, icon/image, and any other information related to the Apps that we require (together, “Required Product Information”). “Product Information” includes the Required Product Information and any other information and content related to your Content and/or to you, such as (a) all metadata, graphics, artwork, images, trademarks, trade names, logos and other descriptive or identifying information and materials associated with you or a particular App, (b) the excerpts created in accordance with Section 3b of this Schedule, and (c) any Developer’s EULA (defined in Section 4a of this Schedule). You are responsible for providing accurate Product Information, and will not make any false, inaccurate, or misleading claims or statements regarding any Content or otherwise mislead end users regarding any Content. If any Product Information is inaccurate or needs to be updated or modified, you will promptly provide us with corrections, updates, or modifications.

3. Grants of Rights

a. Distribution. You hereby grant us the nonexclusive, irrevocable (subject to Sections 6 and 7 of this Schedule), royalty-free right to sell, distribute, and make available your Apps through the Store to end users in the Territory by all means of electronic distribution available now or in the future. You also hereby grant us the nonexclusive, irrevocable, royalty-free, worldwide rights to (i) use, evaluate and test your Content; (ii) reproduce and store your Apps in digital form on one or more computer facilities for the purpose of promoting, selling and distributing the Apps and in connection with the Store; (iii) modify and add to your Apps so that we can collect analytics relating to the Apps, evaluate and enforce our Store policies, and share aggregated information with you and others regarding the Store; (iv) modify and add to your Mobile Apps so we can (at your option) enforce digital rights management (“DRM”); (v) add metadata to your Mobile Apps so we can improve their compatibility with Amazon devices; and (vi) retain, after the Term, one or more electronic copies of each App and associated Content and allow access to and downloads and re-downloads of Apps by end users as provided in this Agreement. You acknowledge that we may allow end users who have purchased an App to download unlimited copies of that App. For avoidance of doubt, if end users download or access an App that is free of charge, that App will be deemed to be “purchased” by the end user for purposes of this Agreement.

b. Promotion. You hereby grant us the nonexclusive, irrevocable, royalty-free, worldwide rights to use, reproduce, distribute, reformat, modify, create excerpts from, promote, advertise, transmit, and publicly display and perform in any and all digital and other formats (i) the Product Information for promotional purposes in connection with the Store (except that we will not use any trademarks you provide for purposes of us selling an App after the withdrawal of that App as described in Section 6 of this Schedule or after the Term) and (ii) your Apps and other Content in order to create limited promotional excerpts and in order to allow end users to try your Apps for a limited time without downloading or installing them.

c. Additional Rights. In addition, we may exercise any ancillary rights relating to your Content that are reasonably necessary to effect the intent of the grants of rights contained in this Agreement, such as the rights to encode and to publically perform. We may also sublicense our rights in Product Information under this Agreement to third parties operating the websites or online or mobile points of presence described in Section 1a of this Schedule. Nothing in this Agreement restricts us from exercising any right available to us under applicable law or any separate license.

d. Reservations of Rights. Subject to the rights granted in this Agreement and our ownership of the Store Materials, as between you and us, you retain all right, title and interest in and to Content that you submit to us. Subject to your rights in such Content, we retain all right, title and interest in and to the Store and all technology, content, information, services, trademarks and other intellectual property used in connection with it. Without limiting the foregoing, each of us recognizes that any uses of the other’s (or its affiliates’) brand features in connection with this Agreement, and goodwill associated with such uses, will inure solely to the party owning such brand features. If you provide suggestions, ideas, or other feedback to us about the Store, we will be free to exercise all rights in such feedback without restriction and without compensating you.

e. Geographic Filtering. Through our developer portal, you may designate countries where you do not want us to sell your Apps. We will implement measures intended to identify an end user’s country and to not offer your Apps for sale to end users from any countries you designate. We may rely on our determination of an end user’s country for all purposes under this Agreement.

4. Additional Distribution Terms

a. EULA. For any Apps you submit to the Store, you agree that the provisions of our customer terms of use for the Store MVR will apply to end users’ use of your Apps and associated Content.

b. Embedded Advertising. You will ensure that any advertising presented to end users of the Content complies with all requirements of this Agreement. For example, (i) your access to and use of information related to end users’ use of embedded advertising must comply with our privacy-related requirements; (ii) embedded advertising must comply with the Store Policies at the time such advertising is accessed by any end user; and (iii) embedded advertising must not contain any “spyware,” “malware” or harmful code and must not cause injury to any person or damage to any property. In addition, for Mobile Apps, you may not display advertising, marketing, or promotional messaging to end users through the device notification bar or any other device-level notification system.

c. Prohibited Actions. You have not and will not submit any Content that contains any software or other materials that are subject to licenses or restrictions (e.g., open source software licenses) that, when combined with additional software or other materials (collectively 'additional items'), would require us to disclose, license, distribute or otherwise make all or any part of such additional items available to anyone.

d. Support. You will provide reasonable technical and product support for your Content as requested by end users or us or as described in our Store Policies. Your technical support will include levels of availability, response times and technical skills that are at least equivalent to those for the support you provide to end users of similar services. Without limiting the previous sentence, at a minimum you will respond within 24 hours to any support request that we identify as critical, and in all other cases within five business days of request from an end user or us.

e. DRM Usage Policy. For your Apps, you may choose whether to enforce our DRM. If you decide not to enforce DRM for an App, that means our systems will not restrict end users who have purchased the App from downloading and/or making unlimited copies of the App. If you decide to enforce DRM for an App, that means you will allow end users who have purchased the App to download unlimited free copies of the App only to devices that are authenticated to their customer accounts. You will not incorporate any digital rights management technologies into Apps other than any digital rights management technologies that only restrict end users’ access to media content distributed through an App (and not access to, or use of, the App itself).

5. List Price; Royalty Payments and Reporting; Taxes

a. List Price. The “List Price” for an App is an amount that does not exceed, at any time, the lowest list price, suggested retail price, or actual price you set for that App (including any similar edition, version or release). If you do not provide us a List Price for an App in all currencies in which we make that App available for sale, we may generate List Prices for any currencies you have not provided based on a List Price you have provided for that App, and we may update any List Prices we generate from time to time as currency conversion rates change. List Prices are inclusive of any VAT or similar taxes included in the purchase price displayed to end users, but those taxes are excluded from the List Price for Royalty calculation purposes. For example, if the List Price for your App is €1.15 and we display prices to an end user inclusive of 15% VAT, the List Price for Royalty calculation purposes for a sale to that end user is €1.00. You will update the List Price for each App as necessary to ensure that it meets the requirements of this section. We have sole discretion to set the retail price and other terms on which we sell Apps.

b. Payment Terms. Subject to the terms of this paragraph, we will pay you Royalties for Apps (including In-App Products), approximately 30 days after the end of the calendar month in which the applicable sale is made. At the time of payment, we will make available to you a report detailing sales of Apps and corresponding Royalties. All payments will be made via wire transfer to your designated account, in the currency in which the Apps were sold or other payment currency as set forth in the Store Policies. If we pay you for a sale in a currency other than the currency in which the sale was made, we will convert the Royalties from the currency in which the sale was made to the payment currency at an exchange rate that we or our bank determine, which may include fees and charges for the conversion. We are entitled to accrue and withhold payments, without interest, until the total amounts due to you (net of any tax withholding or deduction, as further described below) exceed the minimum payment threshold of €500. Depending on the country where you are located, we may require you to provide us with information for a valid bank account in your name for receiving payments and, if you do not provide that information, we may withhold payments, without interest, until you do so and/or pay you via check and deduct a payment processing fee. You may not maintain any action or proceeding against us with respect to any report or payment unless you commence that action or suit within 6 months after the date the report or payment was due. If we pay you a Royalty on a sale and later issue a refund or credit to the end user for such sale (or receive a chargeback related to the sale), we may offset the amount of the Royalty we previously paid you against future Royalties or other amounts that would otherwise be payable to you under this Agreement, or require you to remit that amount to us. We may also withhold and offset any sums you owe to us against amounts that are payable to you. If a third party asserts that you did not have all rights required to make available an App to us, if we determine that you may be in breach of this Agreement, or if we have other claims against you, we are entitled to hold all Royalties pending resolution of such issue. When this Agreement terminates, we may withhold all Royalties due for a period of three months from the date they would otherwise be payable, in order to ensure our ability to offset any end user refunds or other offsets to which we are entitled.

c. Taxes. We are responsible for collecting and remitting any taxes imposed on our sales of Apps to end users. You are responsible for any income or other taxes due and payable resulting from any payments to you. Accordingly, unless otherwise stated, the amounts due to you hereunder are inclusive of any taxes that may apply to such payments. We maintain the right, however, to deduct or withhold any applicable taxes that we may be legally obligated to deduct or withhold from amounts due, and the amounts due, as reduced by such deductions or withholdings, will constitute full payment to you. If you fulfill any of your Content to end users, and if any relevant taxing authority considers that Content to be taxable and your fulfillment of that Content to be a sale to us that is subject to any sales, use, value added or similar taxes (“Fulfillment Transaction Taxes”), we may provide you with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case you will not charge or collect the Fulfillment Transaction Taxes covered by such certificate. You will be solely liable for, and will indemnify and hold us and our affiliates harmless against, all Fulfillment Transaction Taxes, if any, and against all interest, penalties, costs and expenses (including attorney’s fees) related to any such Fulfillment Transaction Taxes. If any taxing authority assesses or claims any tax liability on or against us or our affiliates with respect to any Fulfillment Transaction Taxes, we or our affiliates will control the defense against such assessment or claim (without limiting your obligation to indemnify and hold us and our affiliates harmless pursuant to this Section 5c). You will provide us with any forms, documents or other certifications as may be requested by us to satisfy any information reporting or tax obligations with respect to this Agreement.

6. App Availability; Withdrawal. We may determine in our discretion to make any App available through our Store. We may stop any transaction, or take other actions as needed to restrict access to or availability of any Content that does not comply with this Agreement or that otherwise might adversely affect end users. Any withdrawal of an App does not relieve you of responsibility to ensure the App complies with this Agreement or to perform other obligations under this Agreement. Subject to other terms of this Agreement, you may withdraw an App from further sale through our Store as of a specified date by giving us notice. We will use commercially reasonable efforts to stop selling the App within 10 business days after we receive such notice, and within 5 business days after such receipt in connection with a withdrawal request which you’ve designated as necessary because of an unexpected loss of (or third party claim related to) the rights required under this Agreement. You will immediately notify us if you unexpectedly lose such rights or become aware of a third party claim related to these rights. Any withdrawal by you will apply only to future end user purchases after the withdrawal date and not to purchases that have already occurred, unless we otherwise determine in our discretion.

7. Termination; Survival. If the Agreement is terminated, we will stop selling your Apps as of the date the termination takes effect. Also, unless we otherwise determine in our discretion, any termination or suspension of your participation in the Store will not affect further access, use, downloads or re-downloads of Apps by end users who have purchased the App before the termination or suspension takes effect. Sections 3 through 5 and 7 of this Schedule and any other provisions that, by their nature, are intended to survive, will survive any termination of the Agreement. All rights to Apps acquired by end users will survive termination.

 

 

In-App Products Schedule

 

The terms of this Schedule apply if you submit any In-App Product for sale, distribution, or promotion through the Store.

 

1. Product Information. Your product descriptions for In-App Products must disclose how the In-App Product is used and any restrictions on end users’ use or access to the In-App Product. At the time you submit an In-App Product for inclusion in the Store, you must identify if it (a) makes content or services available to end users on a subscription basis (a “Subscription In-App Product”) or (b) is limited to a specific number of uses or is otherwise intended to be used up or consumed in the course of using the applicable software application or game (e.g., single use items or virtual coins in a game) (a “Consumable In-App Product”). Your product descriptions for Subscription In-App Products must disclose the content and services included in the subscription, the frequency with which new content will be delivered during the subscription period (if applicable), and whether or not content delivered during the subscription will continue to be accessible by the end user following the termination or expiration of the subscription (if applicable). Your product descriptions for Consumable In-App Products must disclose that the product is consumable and how the product is used and consumed in the App.

2. Fulfillment of In-App Products. You are responsible for fulfilling to end users all purchases of In-App Products. We may provide a hosting and delivery service to facilitate the fulfillment of certain types of In-App Products; however, you are responsible for providing all other hosting, delivery, and related services necessary to deliver and enable your In-App Products. Upon an end user’s purchase of an In-App Product, you will promptly deliver (if applicable) and enable the In-App Product for that end user. You must fulfill Subscription In-App Products throughout the entire subscription period purchased by the applicable end user. You will ensure that all In-App Products match the applicable product description and other Product Information, function as intended, and otherwise comply with the Agreement, including all Store Policies. You agree that the Royalties payable to you under this Agreement constitute full and complete compensation for all hosting, delivery, and other services you perform or provide in connection with the sale and fulfillment of In-App Products.

3. Royalties for In-App Products. Royalties for In-App Products will be calculated and paid as provided in the Distribution Schedule. However, no Royalty is due for (a) Subscription In-App Products that we make available to end users at no charge as part of free trial subscriptions or other promotional offers that you approve or (b) Subscription In-App Products that are intended to be accessed or used within Mobile Apps listed in our News or Magazine categories (or similar or successor categories) that we make available to end users at no charge as part of free trial subscriptions or other promotional offers of up to 30 days (or any longer period you approve). We may auto-renew end users’ purchases of Subscription In-App Products, and for sales of Subscription In-App Products to renewing subscribers, your Royalty will be calculated based on the lower of (i) the then current List Price and (ii) the List Price in effect at the time the applicable end user first subscribed.

4. No sale of physical goods; Prohibited products. You will only submit as In-App Products digital products, content, and services intended to be accessed or used within your software applications and games. You will not submit as an In-App Product any physical good or any other product, content, or service intended to be delivered or fulfilled outside of the applicable software application or game (though the sale of digital content accessible both inside and outside your software application or game is permissible), or that otherwise violates our Store Policies (including any list of prohibited in-app products we establish).

5. Additional Requirements. You may not fulfill Mobile App In-App Products by delivering additional executable code to the applicable software application or game (and you will not submit for inclusion in the Store any Mobile App In-App Product that requires the delivery of additional executable code). You will ensure that all Mobile App In-App Products (other than Consumable In-App Products) purchased by an end user are delivered to and usable on all copies of the applicable Mobile App installed by that end user on any device (including all copies of the Mobile App installed or reinstalled in the future); however, for Subscription In-App Products, if your product description clearly discloses (at the time of an end user’s initial purchase) that the subscription content and/or services will be available only while the end user has an active subscription, you are not required to deliver and enable the use of the subscription content and services for that end user after the end user’s subscription has ended.

6. Survival. Following any termination of the Agreement, we may continue to auto-renew existing subscribers’ purchases of Subscription In-App Products for up to 90 days (the “Subscription Sell-Off Period”). Sections 2, 5 and 6 of this Schedule and any other provisions that, by their nature, are intended to survive, will survive any termination of the Agreement and you will continue to fulfill all purchases of (a) In-App Products made prior to such termination and (b) Subscription In-App Products made prior to the end of the Subscription Sell-Off Period.