This agreement and the linked terms, conditions, and policies (collectively, the “Agreement”) govern the relationship between developers or authorized distributors/publishers wishing to develop and/or distribute software hereunder (collectively “You”) and SlideME, LLC (“SlideME” or “Us”).
This Agreement is available from this public link: http://slideme.org/developers/dda. New or updated provisions will be made available to You from the same public page on the SlideME website. SlideME may update this Agreement and the related and incorporated policies and provisions including the Rate Schedule at any time in its sole discretion from which you will able to agree from your account. If you do not agree to this agreement or subsequent updates of this agreement and the incorporated policies and provisions (collectively, the Agreement), you should not submit or unpublish your application(s) or related material to Us. Your submission of application(s) to Us constitutes your acceptance of this Agreement.
1. Your Submission(s) and Account
1.1. Applying. Your application(s) and any content submitted to SlideME is subject to an approval process and our Content Policy Guidelines which you agree to follow and which can be revised at anytime. http://go.slide.me/slideme-content-guidelines. SlideME, at its discretion, may delay approval, deny or unpublish an application. SlideME will not return copies of your applications or other materials.1.2. Submitting your applications to SlideME. You agree to the following conditions and requirements when submitting your application(s) to SlideME:
1.3. Maintenance & Support of your applications. You are required to maintain your application(s) up to date including the latest version that is currently publicly available. SlideME reserves the right to place restrictions on your accounts if applications are not reasonably maintained. You are provided with a “What is new” section (or “changelog”) within your application submission to catalog any changes or updates.1.4. Acceptable Application. The only applications that will be accepted or distributed are the following:
1.5. In-App-Payments. SlideME does not restrict developers from including third party In-App-Payments SDK’s within their freemium applications, providing such SDK’s will work for non-GMS devices too.
1.6. SlideME 'In-App-Payments' (IAP) SDK. Developers can leverage SlideME's IAP SDK within their Android Applications submitted and distributed via SlideME. For the SlideME IAP SDK to function and process the sale of in-app items from within your Android application or games, it is required for end users to have at least the SlideME application (SAM) v6 installed also on their device for which it provides the required services. The same Application terms and payouts apply for IAP as per this DDA agreement and applicable fees as per the Rate Schedule.
SDK definition: A software development kit (SDK) is a set of software development tools that allows for the creation of applications for a certain software package or framework.
GMS definition: Also known as Google Mobile/Play Services which consists for Google proprietary applications, such as Google Play, Google Maps, YouTube, Gmail, Google Search, etc, for which such applications and Google Play Services are not included within the free and open source distribution of the Android Operating System also known as Android Open Source Project (AOSP). AOSP is used by most device vendors today that are not members of the Open Handset Alliance, deploying Android as the preferred operating system of choice. Above mentioned trademarks belong to their respective parties.
2. Grant of Rights. By submitting your applications to Us:
2.1. Distribution. You appoint SlideME as your distribution agent and grant SlideME a royalty-free, non-exclusive, right to distribute, display, feature, test, make available on your behalf, your android applications and accompanying material to SlideME members and end-users (collectively “End-Users”) through the SlideME application store (“SlideME Marketplace”), the SlideME application (“SAM”), or through other application affiliates (“SlideME Distribution Channels’).
2.2. Sell on your behalf. You further appoint SlideME as your distribution agent to sell your paid published applications that you have submitted and SlideME has accepted under this Agreement to End-Users. You understand and agree that SlideME shall procure and process the transactions and issue payment receipts to such End-Users and you shall pay a commission to SlideME per the Rate Schedule.
2.3. License to End-Users. You, not SlideME, directly license the right to each End-User, and SlideME assists you in distribution. Your license agreement or other terms and conditions will be available to End-Users prior to downloading provided You have properly, and as required, submitted such terms and conditions through SlideME’s application submission process. You grant SlideME and its affiliates or its partners a royalty-free right to display, host, showcase, install, duplicate, test, use and make available to End-Users your application(s) or trademarks for the purposes of distributing, advertising or promoting applications on your behalf. You acknowledge that You are not providing a service to SlideME, but instead are the vendor of record supplying your merchandise or software for distribution via the SlideME Marketplace (or software store) and SlideME Distribution Channels.
3. Commissions, Fees & Refunds
3.1. Free Applications. It is free for developers to submit free applications to SlideME, either with advertisements or not. There are no fees to developers for distributing free versions of your applications with the (optional) exception of promotional campaign fees with SlideME, aiming to promote the application or drive traffic and installs.
3.2. Transaction Fees. For paid applications, SlideME will withhold any transaction fees as a commission for any transaction or sale processed on Your behalf as set forth in the Rate Schedule, which includes the payment processing costs that are based on fees external payment processors incur. The payout amount or the transaction fee is based on the payment method used by the End-User. Each payment method as set out in the Rate Schedule, has its own payment processing fees which allow SlideME to adopt to variant payment methods that may have a low processing cost to high operating cost processors such as Carrier/MNO Billing (PSMS, DOB).
Carrier or MNO definition: “Mobile Network Operator”, is the cell or mobile phone company that provides wireless communications services.
PSMS definition: “Premium SMS”, is a method for MNO’s to charge a premium rate via sending or receiving a text message or short message service.
DOB definition: “Direct Operator Billing”, is a method for billing via an MNO as an alternative to Premium SMS Billing.
3.3. Taxes. Any sales taxes applied to the sale are deducted from the published List Price (which includes any Value Added Tax or Sales Tax) set for the application by its own developer. See applicable locations where sales tax is applied: http://go.slide.me/salestaxes. You are otherwise responsible for taxes related to payments you may receive under this Agreement.
3.4. Offset and Reconciliation. You are liable for all costs and expenses for returns and Chargebacks from your application. If the applications collectively associated with your account result in refunds greater than 10% of the sales for your account, You shall incur a refund fee of 5% of the transaction amount. SlideME may also, at its discretion, charge You $15 per Chargeback. SlideME may offset any amounts owed to it against amounts SlideME owes You.3.5. Refunds. You agree that SlideME will cancel transactions that have been “chargebacked” per the End-User’s credit card processor (“Chargeback”). You also understand and agree that SlideME shall, at its discretion, issue refunds or cancel a purchase transaction when:
4.1. Payout Restrictions. Fifteen percent (15%) of the sales associated with your account shall be withheld for a sixty day (60) day period. SlideME may, at its discretion, increase the percent and duration of sales being withheld if your account if your account is at risk. Your account is deemed at risk if any of the following occur:
4.2. Payouts. Subject to the rules herein and deduction of applicable fees and taxes, including those set forth in Section 3, You shall be paid by requesting a payout from Your account to initiate the withdrawal of earnings available to You provided:
4.3. Trusted Developers. Developers with a good track record in supporting and maintaining their applications will be classified, at SlideME’s discretion, as “Trusted Developers”. Trusted Developers with “High Quality Applications” will be eligible for i) being featured across the SlideME Distribution Channels, ii) for immediate payouts and without withholding any amount from revolving reserve. Contact SlideME to determine eligibility.
4.4. Exceptions. If for any exceptional reason developers require payout threshold to be reduced or payout processed before the threshold is reached, such developers should contact SlideME.
4.5. Payout Methods. Current payout methods supported: PayPal, and Bank Wire Transfer. Further details for available payout methods will be available from: http://slideme.org/payouts and associated fees (if any) are available from Rate Schedule http://slideme.org/rate-schedule.
4.6. SlideME Distribution Channels Adjustment Fees. SAM is provided to device vendors, OEM’s, application store partners, distribution partners and other parties (collectively“Channel Partners”). Channel Partners may set an “Adjustment Fee” which may reduce the payout to You (only from your paid content) since such an adjustment fee will be deducted in addition to the transactions fees as set forth in Rate Schedule. In such cases, You will be able to view the applied Adjustment Fees, certain details regarding the Channel Partner and may elect to opt out of distribution via such Channel Partners. The maximum adjustment fee we allow to Channel Partners is no more than 15% or 10%+$0.10 of the list price of the application. By default your application(s) will be made available to the distribution channels with the option for you to opt-out your paid application from such a distribution channel, if an adjustment fee is set for the particular channel.
4.7. Reporting. The following information and reporting data will be available to You: transaction identification number, the country of purchase, the End-User’s SlideME Username, and amount of transaction; and any sales tax amount that was withheld for any particular country or state where sales tax was applicable. SlideME will not provide You any information that is prohibited by SlideME or third party privacy terms. You waive any claim or right you may have to request End-User personal information except as previously provided.
5. Warranties and Representations. You warrant and represent:
5.1. Your application(s) will not contain any malicious code, malware, viruses, spyware, or any other harmful code or code extracting personal, sensitive information from users without their knowledge and consent.
5.2. Your applications are in full compliance with any third party contracts, all applicable laws and regulations, including, but not limited to all US export regulations.
5.3. Your applications do not include any intellectual property from third parties and if so, you have acquired the copyright rights or other rights for you to include such protected property within your application(s).
5.4. You will not in any way push invasive (disturbing, annoying) messages or assets to users device without end-user prior knowledge that such could be expected and how end-users can opt-out.
5.5. You will disclose any attributions to open source code used within your applications as required by the respective software used within your application(s).
5.6. Your account profile, bank account, or payment information is complete and correct. You understand that your address and other information may be subject to verification, including verification by sending your check to the address you have provided.
5.7. You have the authority to enter into this Agreement and to fully perform your obligations hereunder.
5.8. You will maintain your developers’ account in good standing according to the terms and conditions, described in this agreement.
6.1. Third Party Claims. If SlideME receives a claim from a third party requesting that your application be removed, SlideME will follow its notice and takedown policies.
6.2. Email Accessibility. You are required to maintain a functioning email address that is checked regularly, within your SlideME Profile account for End-User support and for SlideME to contact you as needed.
6.3. Advertising. Any applications that include advertisements must be free of charge to End-Users.
6.4. Inventory Levels. You are required to maintain Inventory levels for your premium or paid application(s), such as unique tokens, keys, or remote license keys for your application to be available for consumption.
Inventory definition: Paid applications require to be stocked with Inventory, consisting of either unique tokens, or keys or remote license keys. Inventory menu will become available upon submission of your application, providing it is a ‘paid’ or otherwise called a “premium” version. Applications not accompanied by unique tokens or keys uploaded or generated by You cannot be sold.
6.5. No-Teasing provision. SlideME operates and is present on most devices without Google Play or GMS enabled devices. Redirecting users from a free application version available on SlideME to purchase a paid version on another store such as Google Play for device users with no access to Google Play, creates a problematic user experience. As such, You may not prompt or “tease” users to purchase your paid applications for external stores or if you choose to do so must also submit to SlideME the paid version of your application.
6.6. Manner of Paid App Collection. SlideME will always require paid applications to be collected directly from End-Users devices using SAM to prevent End-Users from making backups or acquiring the apk file. Provided however, End-User will be able to retrieve their purchased applications when needed, such in the case of a reset device or purchase of a new device, via SlideME’s StorageLocker (http://slideme.org/storagelocker).
6.7. Disclosure of Developer information. You grant SlideME permission to provide End-Users your contact information to facilitate support issues and understand your contact information may also be released pursuant to formal or legal inquiries or requests.
7. Removal Rights. SlideME may remove or suspend your application(s) at any time for any reason. SlideME may also notify End-Users to remove your application from their respective devices for which your application was installed onto.
7.1. Restrictions to your Removal. You may not unpublish or cancel your paid application until the expiration of three (3) months from the date You request a payout. If you wish to unpublish your application, you should do so before requesting payout as your payout will be calculated with an additional reserve withheld in case of refund requests from End-Users. Such withheld reserves will be released after three(3) months. Except as otherwise provided, when You unpublish your application SlideME will cease distributing the requested application. For free applications, you may unpublish or cancel your application at any time for as long as you want. In the event your applications are free, You may terminate this Agreement at any time immediately by unpublishing your applications and closing your account.
7.2. Effect of Removal. Provided you have not requested a payout in the last three months, you may unpublish your application(s) to restrict the availability of the application to new End-Users. You may also restrict the sale of your premium applications (paid versions) by removing any unique tokens, or keys you had stocked from the applications’ Inventory so that your application is still visible to End-Users who have previously purchased, but will not be available for sale. Nothing herein shall be construed to prevent End-Users from re-downloading application(s) to their device(s) if such have been previously purchased.
7.3. Right to Copies. Except as otherwise provided, You understand and acknowledge that even if you terminate this Agreement, unpublish, or cancel your applications, SlideME may retain a copy of the affected applications(s). Except as otherwise provided, after the termination of this Agreement or unpublishing or cancelation of your applications, SlideME shall be permitted to continue to offer your applications to End-Users who have previously paid for or downloaded under the terms of the license in existence at the time of the payment or initial download, or for storage management, backup, in case of an audit or technical reasons. Notwithstanding the foregoing, SlideME shall no longer retain a copy of your applications or be permitted to continue to offer your applications to End-Users in any of the following events: (i) an allegation of infringement, or actual infringement, of any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person, (ii) an allegation of defamation or actual defamation, (iii) an allegation of violation, or actual violation, of any third party's right of publicity or privacy, or (iv) an allegation or determination that such application does not comply with applicable law.
Note: Paid applications with no Inventory levels generated or stocked by you, using tokens or keys, will not be available for sale. A unique token or key is associated and depleted per each sale transaction for which such tokens or keys can be used for tracking purposes.
8. License from SlideME. Provided you are a member of SlideME that has been approved and eligible for distribution of your application(s), you are permitted to use SlideME’s brand for marketing purposes, such permission may be revoked at anytime for any reason, and are permitted to use the SlideME Software Development Kits (SDK’s) for use with your application(s) submitted and approved for distribution via SlideME. You are fully responsible for implementation and use of these SDK’s which is offered as is and subject to limitations of liability as set forth below in Section 10.
9. Account closure & termination. This agreement will remain in effect until terminated by either party subject to section 7 and the limitations set forth herein.
9.1. The terms of this Agreement shall survive the cancellation or closure of your account with SlideME and all terms that may reasonably survive termination of this Agreement, shall do so, including SlideME retention rights, indemnification, warranties, costs and payment terms.
9.2. After termination, SlideME, may, at its discretion, maintain details regarding your account and transaction history.9.3. Your account may be blocked or closed at SlideME’s discretion, for any reason, or upon the occurrence of the following:
10. Disclaimer, Limitation of Liability and Indemnification.
10.1. Disclaimer of Warranty. THE SDK’S, MARKETPLACE, SAM, AND ANY CONTENT OFFERED BY SLIDEME IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED BY SLIDEME “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR arising from COURSE OF DEALING OR usage of trade. SLIDEME DOES NOT REPRESENT OR WARRANT THAT THE SDK’s, MARKETPLACE, SAM OR your APPLICATIONS WILL BE MADE AVAILABLE OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.
10.2. Limitation of Liability. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE marketplace and your applications INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN. You agree that neither SlideME nor any of its directors, officers, employees, partners, affiliates or agents shall be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to use YOUR Applications. YOU AGREE THAT UNDER ANY THEORY YOUR MAXIMUM RECOVER FROM SLIDEME AND ITS PARTNERS IS LIMITED TO DIRECT DAMAGES UP TO AN AMOUNT EQUAL TO YOUR ACCOUNT FEE. YOU AGREE NOT TO SEEK AND WAIVE ANY RIGHT TO RECOVERY ANY OTHER LOSSES OR DAMAGES, INCLUDING ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE MARKET PLACE, SAM, SDK, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF SLIDEME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
10.3. Duty to Defend. You shall hold harmless and indemnify SlideME from and against any losses, liabilities, including by paying any costs incurred, losses, attorney fees, for any claims or actions alleging i) that your applications or content provided hereunder infringes any right, ii) inability to/or use of application, iii) breach of this agreement, iv) product liability claims. SlideME will provide to you a reasonable amount of information or material to assist you in defending the claim. You will reimburse SlideME for any losses incurred for distributing or transacting your application(s) and not limited to only claims but including any financial losses in selling your application(s). If You are not able to pay for such damages within reasonable time or any costs incurred, SlideME reserves the right to maintain distributing your paid application(s) until such losses are recouped. You will further defend SlideME from any End-User claims or requests for refunds and are responsible for any refunds or Chargebacks to End-Users in the event you have received the earnings for the sale of the specific transaction in dispute. You will not make settle any claim that names or involves SlideME without SlideME’s prior written approval.
10.4. Non-Disparagement. You agree during the term of this Agreement and thereafter to take no action which is intended, or would reasonably be expected, to harm SlideME or its reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity to SlideME. SlideME also agrees to take no action which is intended, or would reasonable be expected to harm You or your reputation. In a claim for breach of this Term, the prevailing party shall be entitled to its attorneys’ fees.
11. Assignment. You may not assign this Agreement without the prior written consent of SlideME. SlideME may assign this Agreement or its rights hereunder at any time.
12. Choice of Law and Venue. This Agreement will be governed by the laws of the state of Washington, USA. You consent to the exclusive jurisdiction and venue of the courts in King County, Washington.Updated February 16, 2014
Changes: Preliminary section, 4.6, 7.1, 7.3
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