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Google Apps Marketplace Developer Agreement

This Google Apps Marketplace Developer Agreement is effective as of November 19, 2013, and replaces the past version of the Google Apps Marketplace Developer Agreement.

If you use Google Apps Marketplace to distribute Professional Services, such distribution is governed by the past version of the Google Apps Marketplace Developer Agreement. For all other uses, this Google Apps Marketplace Developer Agreement applies.

Definitions
Google: Google Inc., a Delaware corporation with principal place of business at 1600 Amphitheatre Parkway, Mountain View, CA 94043, United States.

Developer or You: Any person or company who is registered to develop Products for publication and distribution on the Market in accordance with the terms of this Agreement.

Market: The Google Apps Marketplace web application operated by Google, where Developers can distribute Products directly to Google Apps Marketplace users.

Payment Processor(s): Any party authorized by Google to provide payment processing services that enable Developers with optional Payment Accounts to charge for Products distributed via the Market.

Payment Account: A financial account issued by a Payment Processor to a Developer that authorizes the Payment Processor to collect and remit payments on the Developer's behalf for Products sold via the Market. In order to use the Market payments processing services, Developers must be approved by a Payment Processor for a Payment Account and maintain their account in good standing to charge for Products distributed in the Market.

Products: Software, content and digital materials created for use in connection with Google Apps and distributed via the Market.

1. Introduction

The Market is a publicly available site on which Google Apps Marketplace Developers can publish Products for distribution and use in connection with Google Apps. In order to distribute Products on the Market, you must acquire and maintain a valid Google account.

2. Accepting this Agreement

2.1 Your use of the Market to distribute Products is governed by a legal agreement between you and Google consisting of the Google Terms of Service (found at http://www.google.com/accounts/tos) and this Google Apps Marketplace Developer Agreement (together, the "Agreement"). In order to use the Market to distribute Products, you must first agree to this Agreement by clicking to accept where this option is made available to you. You may not publish or distribute Products on the Market if you do not accept this Agreement.

2.2 You may not use the Market to distribute Products and may not enter into this Agreement if you are (a) not of legal age to form a binding contract with Google, or (b) a person or entity barred from using Google products or services under the laws of the United States or other countries including the country in which you are resident or from which you use Google products or services.

2.3 You represent and warrant that you have full power, capacity, and authority to accept this Agreement. If you are agreeing to be bound by this Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite authority, you may not accept the Agreement or use the Market on behalf of your employer or other entity.

3. Pricing and Payments

3.1 This Agreement covers both Products you choose to distribute for free and Products for which you charge a fee. In order to charge a fee for your Products using the Market payment processing services, you must have a valid Payment Account under a separate agreement with a Payment Processor. If you already have a Payment Account with a Payment Processor before signing up for the Market, then the terms of this Agreement shall supersede your Payment Account terms and condition for Products sold via the Market. You may set the price for your Products in the currencies permitted by the Payment Processor. The Market may display to users the price of Products in their native currency, but it is not responsible for the accuracy of currency rates or conversion.

3.2 If you choose to distribute Products through the Market for a fee, you will pay Google a non-refundable listing fee ("Listing Fee") as set forth at http://code.google.com/googleapps/marketplace/fees.html.

3.3 If you choose to distribute Products for a fee through the Market, you will pay the Listing Fee, but will not be charged a transaction fee. You assume sole responsibility and liability for all related transactions and authentications, records, and taxes. Google will have no obligations with respect to such Products including without limitation obligations to track and process payments, authenticate paid or previously paid downloads, maintain payment records, or pay, report, or charge taxes. Developer is responsible for determining if an installable Product is taxable and the applicable tax rate to collect for each taxing jurisdiction where Products are sold. Developer is responsible for remitting taxes to the appropriate taxing authority.

3.4 If you choose to distribute Products for free through the Market, you will pay the Listing Fee, but you will not be charged a transaction fee. You may not collect future charges from users for copies of the Products that those users were initially allowed to download for free. This is not intended to prevent distribution of free trial versions of the Product with an "upsell" option to obtain a full or substantially different version of the Product. Such free trials for Products are encouraged. In this Agreement, "free" means there are no charges or fees of any kind for use of the Product.

3.5 Refund Requirements. You will be responsible for specifying the terms and conditions regarding refunds. If you fail to specify terms and conditions regarding refunds, you agree Google will not be responsible for providing any support for refunds.

3.6 You Support Your Product. You will be solely responsible for support and maintenance of your Products and any complaints about your Products. Your support contact information will be displayed in each application detail page and made available to users for customer support purposes. Failure to provide adequate support for your Products may result in low Product ratings, less prominent product exposure, or in some cases removal from the Market or from Google Apps or anywhere where previously purchased or downloaded Products are stored on behalf of users. Except in cases where a user with abnormal dispute history initiates multiple disputes, billing disputes received by Payment Processor for Products sold for less than $10 may be automatically charged back to the Developer, in addition to any handling fees charged by the Payment Processor. Chargeback requests for Products $10 or more will be handled in accordance with the Payment Processor's standard policy.

3.7 Reinstalls. Users are allowed unlimited reinstalls of each application distributed via the Market, provided however that if you remove a Product(s) from the Market pursuant to clauses (i), (ii), (iii) or (iv) of Section 7.1, such Product(s) shall be removed from all portions of the Market and users shall no longer have a right or ability to reinstall the affected Products. If you charge a fee for your Product without using a Payment Processor, then you are solely responsible for maintaining records of users who have previously paid for your Products, and Google will not be responsible for determining whether users attempting to reinstall your Products have previously paid for such Products.

4. Use of the Market by You

4.1 Except for the license rights granted by you in Section 5 below, Google agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to any of Products, including any intellectual property rights which subsist in those applications.

4.2 You agree to use the Market only for purposes that are permitted by (a) this Agreement and any applicable Google Apps Marketplace policies and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

4.3 You agree that if you use the Market to distribute Products, you will protect the privacy and legal rights of users. If the users provide you with, or your Product accesses or uses, user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your Product, and you must provide legally adequate privacy notice and protection for those users. Further, your Product may only use that information for the limited purposes for which the user has given you permission to do so. If your Product stores personal or sensitive information provided by users, it must do so securely and only for as long as it is needed. But if the user has opted into a separate agreement with you that allows you or your Product to store or use personal or sensitive information directly related to your Product (not including other products or applications) then the terms of that separate agreement will govern your use of such information. If the user provides your Product with Google Account information, your Product may only use that information to access the user's Google Account when, and for the limited purposes for which, the user has given you permission to do so.

4.4 Prohibited Actions.

4.4.1 You agree that you will not engage in any activity with the Market, including the development or distribution of Products or other materials, that violates Market policies or that:
1. knowingly violates a third party's terms of service,
2. violates any applicable laws or regulations,
3. interferes with, disrupts, damages, harms, or accesses in an unauthorized manner the machines, hardware, devices, servers, networks, data, or other properties or services of any third party including, but not limited to, Google users, Google or any network operator,information about an application's purpose,
4. creates a spammy user experience, whether by posting repetitive content or misleading,
5. infringes on the intellectual property rights of others,
6. enables the unauthorized download of streaming content or media, or
7. displays (via text, images, video, or other media) or links to:
a. illegal content,
b. invasions of personal privacy or violations of the right of publicity,
c. content that interferes with the functioning of any servers, networks, or services
of other parties,
d. promotions of hate or incitement of violence,
e. violations of intellectual property rights, including patent, copyright, trademark, trade secret, or other proprietary right of any party, or
f. pornography, obscenity, nudity, or sexual activity.

4.4.2 You agree not to access (or attempt to access) the Market by any means other than through the interface that is provided by Google, unless you have been specifically allowed to do so in a separate agreement with Google.

4.4.3 You may not divert users or provide links to any other site that mimics the Market or passes itself off as the Market. For the avoidance of doubt, you may offer Products as access points to paid services for which customers have registered and provided payment information.

4.5 You agree that you are solely responsible for (and that Google has no responsibility to you or to any third party for) any Products you distribute through the Market and for the consequences of your actions (including without limitation any loss or damage of data which Google or a user may suffer) by doing so.

4.6 You agree that you are solely responsible for (and that Google has no responsibility to you or to any third party for) any breach of your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Google or any third party may suffer) of any such breach.

4.7 Product Ratings. The Market will allow users to rate Products. Product ratings may be used to determine the placement of Products on the Market with higher rated Products generally given better placement, subject to Google's right to change placement at Google's sole discretion. For new Developers without Product history, Google may use or publish performance measurements such as uninstall or refund rates to identify or remove Products that are not meeting acceptable standards, as determined by Google. Google reserves the right to display Products to users in a manner that will be determined at Google's sole discretion. You will not attempt to change or change the placement of any Product on the Market by (a) offering incentives to users to rate your Product with higher or lower ratings or (b) by rating your own Product multiple times. Your Products may be subject to user ratings to which you may not agree. If you feel that your Product rating is a result of fraud or malicious attack, you may contact Google at solutions-marketplace-abuse@google.com.

4.8 Marketing Your Product. You will be responsible for uploading your Products to the Market, providing required Product information to users, and accurately disclosing the security permissions necessary for the Product to function. Products that are not properly uploaded will not be published in the Market.

4.9 Restricted Content. Any Product you distribute on the Market must adhere to the Market Program Policies located at https://developers.google.com/google-apps/marketplace/policies.

5. License Grants

5.1 You grant to Google and its affiliates a worldwide, nonexclusive, and royalty-free license to: (a) host, link to, copy, translate, publicly perform, publicly display, test, distribute and otherwise use the Products and any content contained in, accessed by, or transmitted through the Products according to the publishing options selected by you on the Product upload page of the Market and (b) copy, perform, display, and use the Product for administrative and demonstration purposes in connection with the operation and marketing of the Market.

5.2 You grant to the user a non-exclusive, worldwide, and perpetual license to perform, display, and use the Products and any content contained in, accessed by, or transmitted through the Products in connection with Google Apps. If you choose, you may include a separate end user license agreement (EULA) in your Product that will govern the user's rights to the Products in lieu of the previous sentence.

5.3 Google may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this Agreement, provided that such consultants and contractors will be subject to the same obligations as Google. After termination of this Agreement, Google will not distribute your Product, but may retain and use copies of the Product for support of the Market.

5.4 You represent and warrant that you have all and will maintain all necessary rights to grant the licenses to the Products and any content contained in, accessed by, or transmitted through the Products to Google, its affiliates, and users of your Products.

5.5 Except for the license rights granted in this Agreement, (a) you retain all rights in the Products; and (b) each party retains all rights it would have independent of this Agreement, including rights under the U.S. Copyright Act or analogous laws in other jurisdictions. Google acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to any content that you submit, post, transmit or display on, or through, the Products, including any intellectual property rights which subsist in that content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Google, you agree that you are responsible for protecting and enforcing those rights and that Google has no obligation to do so on your behalf.

6. Brand Features and Publicity

6.1 "Brand Features" means the trade names, trade marks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as owned (or licensed) by such party from time to time.

6.2 Each party shall own all right, title and interest, including without limitation all intellectual property rights, relating to its Brand Features. Except to the limited extent expressly provided in this Agreement, neither party grants, nor shall the other party acquire, any right, title or interest (including, without limitation, any implied license) in or to any Brand Features of the other party. Subject to the terms and conditions of this Agreement, Developer grants to Google and its affiliates a limited, non-exclusive license during the term of this Agreement to display Developer Brand Features furnished by Developer to Google under this Agreement solely for use in connection with the Market and in order to fulfill its obligations under this Agreement. Nothing in this Agreement gives Developer a right to use any of Google's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

6.3 Publicity. Google and its affiliates may include Developer Brand Features furnished by Developer to Google under this Agreement in presentations, marketing materials, press releases, and customer lists (which includes, without limitation, customer lists posted on Google web sites) for purposes of marketing the Google Apps Marketplace. Google grants to Developer a limited, non-exclusive, worldwide, royalty-free license to use the Google Apps Marketplace Brand Features furnished by Google to Developer under this Agreement for the Term of this Agreement solely for marketing purposes and only in accordance with the Google Apps Marketplace Brand Guidelines located at http://code.google.com/googleapps/marketplace/branding.html.

7. Product Takedowns, Review, and Updates

7.1 Your Takedowns. You may remove your Products from future distribution via the Market at any time, but you must comply with this Agreement (and with the Payment Processor's Payment Account terms of service if you use the Payment Processor) for any Products distributed through the Market, including but not limited to refund requirements. Removing your Products from future distribution via the Market does not (a) affect the license rights of users who have previously purchased or downloaded your Products, (b) remove your Products from Google Apps or from anywhere where previously purchased or downloaded Products are stored on behalf of users, or (c) change your obligation to deliver or support Products that have been previously purchased or downloaded by users. Notwithstanding the foregoing, in no event will Google maintain on any portion of the Market (including, without limitation, the part of Google Apps or anywhere where previously purchased or downloaded Products are stored on behalf of users) any Product that you have removed from the Market and provided written notice to Google that such removal was due to (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 Product does not comply with applicable law. If you remove a Product from the Market pursuant to clauses (i), (ii), (iii) or (iv) of this Section 7.1, and a buyer purchased such Product within a year before the date of takedown, at Google's request, you must refund to the affected buyer all amounts paid by such buyer during the year before the date of takedown for such affected Product.

7.2 Google Review and Takedowns. While Google is not obligated to monitor the Products or their content, Google may at any time review or test your Products and their source code for compliance with this Agreement, the Market Program Policies, and any other applicable terms, obligations, laws, or regulations, and may use automated means to conduct such review. Google retains the right to refuse to include a Product on the Market in its sole discretion. You may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Market, or as part of your continued use of the Market. You agree that any information you give to Google will always be accurate, correct and up to date. As part of the specification for your Product, Google may ask that you include in the file for your Product information such as your name and email address. Google may use this information when featuring the Product in our directory or for other uses. If Google is notified by you or otherwise becomes aware and determines in its sole discretion that a Product or any portion thereof or your Brand Features (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; (c) is pornographic, obscene or otherwise violates Google's hosting policies or other terms of service as may be updated by Google from time to time in its sole discretion; (d) is being distributed by you improperly; (e) may create liability for Google or any third party; (f) is deemed by Google to have a virus or is deemed to be malware, spyware or have an adverse impact on Google's or a third party's network; (g) violates the terms of this Agreement or the Market Program Policies; (h) the display of the Product is impacting the integrity of Google servers (i.e., users are unable to access such content or otherwise experience difficulty); (i) is deemed by Google to add undue risk to Google Apps' or the Market's users data or impair the user experience of Google Apps or the Market; or (j) is subject to user complaints in regards to your breach of your EULA, Google may: prevent the Product from being made available in the Market; remove the Product from the Market; remotely disable or remove the Product from Google Apps or from anywhere where previously purchased or downloaded Products are stored on behalf of users; flag, filter, or modify related materials (including but not limited to descriptions, screenshots, or metadata); or reclassify the Product at its sole discretion. Google reserves the right to suspend or bar any Product from the Market at its sole discretion.In the event that your Product is involuntarily removed because it is defective, malicious, infringes intellectual property rights of another person, defames, violates a third party's right of publicity or privacy, or does not comply with applicable law, and an end user purchased such Product within a year before the date of takedown: (i) you must refund to Google all amounts received, plus any associated fees (i.e. chargebacks and payment transaction fees) paid by end users during the year before the date of takedown for such affected Product, and (ii) Google may, at its sole discretion, withhold from your future sales the amount in subsection (i) above.

7.3 From time to time, Google may check for available updates to Products, including but not limited to bug fixes or enhanced functionality. If you upload an update for your Product to the Market, you agree that such update will be automatically requested, downloaded, and installed without further notice to you. Google makes no guarantees regarding the timing of such updates. For the avoidance of doubt, updates to Products are subject to the same terms and conditions as the Products, including without limitation Section 7.2 of this Agreement (Google Review and Takedowns).

8. Your Developer Credentials

8.1 You agree that you are responsible for maintaining the confidentiality of any developer credentials or developer keys that may be issued to you by Google or which you may choose yourself and that you will be solely responsible for all applications that are developed under your developer credentials.

8.2 Google may limit the number of Products that you or the company or organization you work for may publish to the Market.

8.3 Google, at its sole discretion, may suspend or terminate your right to distribute Products on the Market for any reason, including but not limited to: (a) violation of the Agreement or the any applicable Market policies, or (b) infringement upon any intellectual property rights, including copyright.

9. Privacy and Information

9.1 In order to continually innovate and improve the Market, Google may collect certain usage statistics from the Market and from Google Apps or anywhere where previously purchased or downloaded applications are stored on behalf of users, including but not limited to, information on how the Market and Products are being used.

9.2 The data collected is examined in the aggregate to improve the Market for users and Developers and is maintained in accordance with Google's Privacy Policy. To ensure the improvement of Products, limited aggregate data may be available to you upon written request.

10. Terminating this Agreement

10.1 This Agreement will continue to apply until terminated by either you or Google as set out below.

10.2 If you want to terminate this Agreement, you must provide Google with thirty (30) days prior written notice (unless this Agreement terminates under Section 14.1) and cease your use of any relevant developer credentials.

10.3 Google may at any time terminate this Agreement with you if:
(A) you have breached any provision of this Agreement; or
(B) Google is required to do so by law; or
(C) Google decides to no longer provide the Market.

11. DISCLAIMER OF WARRANTIES

11.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE MARKET IS AT YOUR SOLE RISK AND THAT THE MARKET IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTY WITH RESPECT TO THE TIMING, FREQUENCY, OR IMPLEMENTATION OF DISTRIBUTION OF ANY UPDATES TO YOUR PRODUCTS.

11.2 YOUR USE OF THE MARKET AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MARKET IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

11.3 GOOGLE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

12. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT GOOGLE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT GOOGLE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

13. Indemnification

13.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Google, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) your use of the Market in violation of this Agreement, the Market Program Policies, or any applicable laws or regulations, and (b) your Product that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any third party claims arising out of or relating to your Product or your use of the Market.

14. Changes to the Agreement

Google may make changes to this Agreement from time to time. When these changes are made, Google will make a new copy of the Agreement available on the Market site. Google will also post a notification on the Market site describing the modifications made. The changes will become effective, and will be deemed accepted by you, (a) immediately for those who become Developers after the notification is posted, or (b) for pre-existing Developers, the modified Agreement will become effective upon your acceptance of the modified Agreement (except changes required by law which will be effective immediately) or 7 days after the posting of the notification if you continue to use the Market.

15. General Legal Terms

15.1 This Agreement constitutes the whole legal agreement between you and Google and governs your use of the Market, and completely replaces any prior agreements between you and Google in relation to the Market. The Google Apps Marketplace Developer Agreement, Market Program Policies, and Google Terms of Service shall take precedence in that order in the event of a conflict between them, to the extent of such conflict.

15.2 You agree that if Google does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Google has the benefit of under any applicable law), this will not be taken to be a formal waiver of Google's rights and that those rights or remedies will still be available to Google.

15.3 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.

15.4 You acknowledge and agree that each member of the group of companies of which Google is the parent shall be third party beneficiaries to this Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to this Agreement.

15.5 EXPORT RESTRICTIONS. PRODUCTS ON THE MARKET MAY BE SUBJECT TO EXPORT CONTROLS OR RESTRICTIONS BY THE UNITED STATES OR OTHER COUNTRIES OR TERRITORIES. YOU AGREE TO COMPLY WITH ALL APPLICABE U.S. AND INTERNATIONAL EXPORT LAWS AND REGULATIONS. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS, AND END USE.

15.6 The rights granted in this Agreement may not be assigned or transferred by either you or Google without the prior written approval of the other party. Neither you nor Google shall be permitted to delegate responsibilities or obligations under this Agreement without the prior written approval of the other party.

15.7 This Agreement, and your relationship with Google under this Agreement, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Google agree to submit to the exclusive jurisdiction of the courts located within the county of Santa Clara, California to resolve any legal matter arising from this Agreement. Notwithstanding this, you agree that Google shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

15.8 The obligations in Sections 5, 6, 7, 11, 12, 13, and 15 will survive any expiration or termination of this Agreement.

 

 

November 2013




Google Apps Marketplace Developer Distribution Agreement (Archived Version - December 2011)

This is the archived version of our Google Apps Marketplace Developer Agreement. View the current version


Definitions
Google: Google Inc., a Delaware corporation with principal place of business at 1600 Amphitheatre Parkway, Mountain View, CA 94043, United States.

Buyer Service(s): Any service that can access the Market, as defined herein.

Developer or You: Any person or company who is registered and approved by the Market to distribute Products or Professional Services in accordance with the terms of this Agreement.

Developer Account: A publishing account issued to Developers that enables the distribution of Products or Professional Services via the Market.

Market: The Google Apps Marketplace site operated by Google, where Developers can distribute Products or Professional Services directly to Google Apps Marketplace users.

Payment Processor(s): Any party authorized by Google to provide payment processing services that enable Developers with optional Payment Accounts to charge for Products or Professional Services distributed via the Market.

Payment Account: A financial account issued by a Payment Processor to a Developer that authorizes the Payment Processor to collect and remit payments on the Developer's behalf for Products or Professional Services sold via the Market. Developers must be approved by a Payment Processor for a Payment Account and maintain their account in good standing to charge for Products and Professional Services distributed in the Market.

Products: Software, content and digital materials created for Buyer Services via the Market and approved by Google.

Professional Services: Professional services created for Buyer Services via the Market and approved by Google.

1. Introduction

1.1 The Market is a publicly available site on which Google Apps Marketplace Developers can distribute Products or Professional Services for Buyer Services. In order to distribute Products or Professional Services on the Market, you must acquire and maintain a valid Developer Account.

2. Accepting this Agreement

2.1 This Google Apps Marketplace Developer Distribution Agreement ("Agreement") forms a legally binding contract between you and Google in relation to your use of the Market to distribute Products or Professional Services. In order to use the Market to distribute Products or Professional Services, you must first agree to this Agreement by clicking to accept where this option is made available to you. You may not distribute Products or Professional Services on the Market if you do not accept this Agreement.

2.2 You may not use the Market to distribute Products or Professional Services and may not accept the Agreement unless you are verified as a Developer in good standing. This Agreement will automatically terminate if you are (a) not a Developer in good standing, or (b) a person or entity barred from using Google products or services under the laws of the United States or other countries including the country in which you are resident or from which you use the Google products or services.

2.3 If you are agreeing to be bound by this Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite authority, you may not accept the Agreement or use the Market on behalf of your employer or other entity.

2.4 Prior to listing your Product or Professional Service on the Market, you must follow the approval process listed at http://code.google.com/googleapps/marketplace/policies.html. Only Products or Professional Services that have been first approved by Google may be listed on the Market.

3. Pricing and Payments

3.1 This Agreement covers both Products or Professional Services you choose to distribute for free through the Market and installable Products for which you distribute through the Market and charge a fee. In order to charge a fee for your installable Products, you must have a valid Payment Account under a separate agreement with a Payment Processor. If you already have a Payment Account with a Payment Processor before signing up for the Market, then the terms of this Agreement shall supersede your Payment Account terms and condition for installable Products sold via the Market.

You may set the price for your installable Products in the currencies permitted by the Payment Processor. The Market may display to users the price of installable Products in their native currency, but it is not responsible for the accuracy of currency rates or conversion.

3.2 If you choose to distribute installable Products through the Market for a fee, you will pay Google a non-refundable listing fee ("Listing Fee") as set forth at http://code.google.com/googleapps/marketplace/fees.html.

3.3 If you choose to distribute installable Products through the Market for a fee, you will pay the Listing Fee, but will not be charged a transaction fee. You assume sole responsibility and liability for all related transactions and authentications, records, and taxes. Google will have no obligations with respect to such Products including without limitation obligations to track and process payments, authenticate paid or previously paid downloads, maintain payment records, or pay, report, or charge taxes. Developer is responsible for determining if an installable Product is taxable and the applicable tax rate to collect for each taxing jurisdiction where installable Products are sold. Developer is responsible for remitting taxes to the appropriate taxing authority.

3.4 If you choose to distribute Products or Professional Services for free through the Market, you will pay the Listing Fee, but you will not be charged a Transaction Fee. You may not collect future charges from users for copies of the Products that those users were initially allowed to download for free. This is not intended to prevent distribution of free trial versions of the Product with an "upsell" option to obtain a full or substantially different version of the Product. Such free trials for Products are encouraged. However, if you want to collect fees after the free trial expires, you must collect all fees for the full version of the Product through the billing interfaces and the Payment Processor of the Market. In this Agreement, "free" means there are no charges or fees of any kind for use of the Product.

3.5 Refund Requirements. You will be responsible for specifying the terms and conditions regarding refunds. If you fail to specify terms and conditions regarding refunds, you agree Google will not be responsible for providing any support for refunds.

3.6 You Support Your Product or Professional Service. You will be solely responsible for support and maintenance of your Products or Professional Services and any complaints about your Products or Professional Services. Your contact information will be displayed and made available to users for customer support purposes. You agree that any such contact information you provide will always be accurate, correct and up to date.

Failure to provide adequate support for your Products or Professional Services may result in low Product or Professional Service ratings, less prominent product exposure, low sales billing disputes, removal from the Market, removal from Buyer Services or from any part of the Market where previously purchased or downloaded applications are stored on behalf of users, or reclassification. Billing disputes for Products or Professional Services are also the sole responsibility of Developer.

4. Use of the Market by You

4.1 Except for the license rights granted by you in Section 5 below, Google agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to any of Products or Professional Services, including any intellectual property rights which subsist in those applications.

4.2 You agree to use the Market only for purposes that are permitted by (a) this Agreement and any applicable Google Apps Marketplace policies and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

4.3 You agree that if you use the Market to distribute Products or Professional Services, you will protect the privacy and legal rights of users. If the users provide you with, or your Product or Professional Service accesses or uses, user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your Product or Professional Service, and you must provide legally adequate privacy notice and protection for those users. Further, your Product or Professional Service may only use that information for the limited purposes for which the user has given you permission to do so. If your Product or Professional Service stores personal or sensitive information provided by users, it must do so securely and only for as long as it is needed. But if the user has opted into a separate agreement with you that allows you or your Product or Professional Service to store or use personal or sensitive information directly related to your Product or Professional Service (not including other products or applications) then the terms of that separate agreement will govern your use of such information. If the user provides your Product or Professional Service with Google Account information, your Product or Professional Service may only use that information to access the user's Google Account when, and for the limited purposes for which, the user has given you permission to do so.

4.4 Prohibited Actions. You agree that you will not engage in any activity with the Market, including the development or distribution of Products or Professional Services, that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including, but not limited to, Google Apps Marketplace users, or Google. You may not use customer information obtained from the Market to sell or distribute Products or Professional Services outside of the Market.

4.5 You agree that you are solely responsible for (and that Google has no responsibility to you or to any third party for) any Products or Professional Services you distribute through the Market and for the consequences of your actions (including without limitation any loss or damage of data which Google or a user may suffer) by doing so.

4.6 You agree that you are solely responsible for (and that Google has no responsibility to you or to any third party for) any breach of your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Google or any third party may suffer) of any such breach.

4.7 Product or Professional Service Ratings. The Market will allow users to rate Products or Professional Services. Product or Professional Service ratings will be used to determine the placement of Products or Professional Services on the Market with higher rated Products or Professional Services generally given better placement, subject to Google's ability to change placement at Google's sole discretion. The Market may also assign you a composite score for any Product or Professional Service that has not received user ratings. A Developer Composite Score will be a representation of the quality of your Product or Professional Service based on your history and will be determined at Google's sole discretion. For new Developers without Product or Professional Service history, Google may use or publish performance measurements such as uninstall or refund rates to identify or remove Products or Professional Services that are not meeting acceptable standards, as determined by Google. Google reserves the right to display Products or Professional Services to users in a manner that will be determined at Google's sole discretion. You will not attempt to change or change the placement of any Product or Professional Service on the Market by (a) offering incentives to users to rate your Product or Professional Service with higher or lower ratings; or (b) by rating your own Product or Professional Service multiple times.

Your Products or Professional Services may be subject to user ratings to which you may not agree. If you feel that your Product or Professional Service rating is a result of fraud or malicious attack, you may contact Google at solutions-marketplace-abuse@google.com.

4.8 Marketing Your Product or Professional Service. You will be responsible for uploading your Products and Professional Services to the Market, providing required Product or Professional Service information to users, and accurately disclosing the security permissions necessary for the Product or Professional Service to function on Buyer Services. Products and Professional Services that are not properly uploaded will not be published in the Market.

4.9 Restricted Content. Any Product or Professional Service you distribute on the Market must adhere to the Market Program Policy located at http://code.google.com/googleapps/marketplace/policies.html.

5. License Grants

5.1 You grant to Google a nonexclusive, worldwide, and royalty-free license to: copy, perform, display, and use the Products and Professional Services for administrative and demonstration purposes in connection with the operation and marketing of the Market and to use the Products and Professional Services to make improvements to the Market.

5.2 You grant to Google a nonexclusive, and royalty-free license to distribute the Products or Professional Services according to the publishing options selected by you on the upload page of the Market.

5.3 Google may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this Agreement, provided that such consultants and contractors will be subject to the same obligations as Google. After termination of this Agreement, Google will not distribute your Product or Professional Service, but may retain and use copies of the Product or Professional Service for support of the Market for a reasonable period of time.

5.4 You grant to the user a non-exclusive, worldwide, and perpetual license to perform, display, and use the Product and Professional Service on the Buyer Service. If you choose, you may include a separate end user license agreement (EULA) in your Product or Professional Service that will govern the user's rights to the Product or Professional Service in lieu of the previous sentence.

5.5 You represent and warrant that you have all intellectual property rights, including all necessary patent, trademark, trade secret, copyright or other proprietary rights, in and to the Product or Professional Service (including without limitation the necessary rights to distribute your Product or Professional Service through the Market). If you use third-party materials, you represent and warrant that you have the right to distribute the third-party material in the Product or Professional Service. You agree that you will not submit material to Market that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including patent, privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to submit the material.

6. Brand Features and Publicity

6.1 "Brand Features" means the trade names, trade marks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as owned (or licensed) by such party from time to time.

6.2 Each party shall own all right, title and interest, including without limitation all intellectual property rights, relating to its Brand Features. Except to the limited extent expressly provided in this Agreement, neither party grants, nor shall the other party acquire, any right, title or interest (including, without limitation, any implied license) in or to any Brand Features of the other party. Subject to the terms and conditions of this Agreement, Developer grants to Google and its affiliates a limited, non-exclusive license during the term of this Agreement to display Developer Brand Features furnished by Developer to Google under this Agreement solely for use in connection with the Market and in order to fulfill its obligations under this Agreement. Nothing in this Agreement gives Developer a right to use any of Google's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

6.3 Publicity. Google and its affiliates may include Developer Brand Features furnished by Developer to Google under this Agreement in presentations, marketing materials, press releases, and customer lists (which includes, without limitation, customer lists posted on Google web sites) for purposes of marketing the Google Apps Marketplace. Google grants to Developer a limited, non-exclusive, worldwide, royalty-free license to use the Google Apps Marketplace Brand Features furnished by Google to Developer under this Agreement for the Term of this Agreement solely for marketing purposes and only in accordance with the Google Apps Marketplace Brand Guidelines located at http://code.google.com/googleapps/marketplace/branding.html.

7. Product or Professional Service Takedowns

7.1 Your Takedowns. You may remove your Products or Professional Services from future distribution via the Market at any time, but you must comply with this Agreement, the Payment Processor's Payment Account terms of service, and your applicable EULA for any Products or Professional Services distributed through the Market, including but not limited to refund requirements in your applicable EULA. Removing your Products or Professional Services from future distribution via the Market does not (a) affect the license rights of users who have previously purchased or downloaded your Products or used your Professional Services, (b) remove your Products or Professional Services from Buyer Services or from any part of the Market where previously purchased or downloaded applications are stored on behalf of users, or (c) change your obligation to deliver or support Products or Professional Services that have been previously purchased or downloaded by users. Notwithstanding the foregoing, in no event will Google maintain on any portion of the Market (including, without limitation, the part of the Market where previously purchased or downloaded applications are stored on behalf of users) any Product or Professional Service that you have removed from the Market and provided written notice to Google that such removal was due to (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 Product or Professional Service does not comply with applicable law. If you remove a Product or Professional Service from the Market pursuant to clauses (i), (ii), (iii) or (iv) of this Section 7.1, and a buyer purchased such Product or Professional Service within a year before the date of takedown, at Google's request, you must refund to the affected buyer all amounts paid by such buyer during the year before the date of takedown for such affected Product or Professional Service.

7.2 Google Takedowns. While Google does not intend, and does not undertake, to monitor the Products or Professional Services or their content, if Google is notified by you or otherwise becomes aware and determines in its sole discretion that a Product or Professional Service or any portion thereof or your Brand Features; (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; (c) is pornographic, obscene or otherwise violates Google's hosting policies or other terms of service as may be updated by Google from time to time in its sole discretion; (d) is being distributed by you improperly; (e) may create liability for Google; (f) is deemed by Google to have a virus or is deemed to be malware, spyware or have an adverse impact on Google's products or services; (g) violates the terms of this Agreement or the Market Program Policy ; (h) the display of the Product or Professional Service is impacting the integrity of Google servers (i.e., users are unable to access such content or otherwise experience difficulty); (i) is deemed by Google to add undue risk to Google Apps' or the Market's users data or impair the user experience of Google Apps or the Market; or (j) is subject to continual user complaints in regards to your breach of your EULA, Google may at its sole discretion remove the Product or Professional Service from the Market, remove any Product or Professional Service from Buyer Services or from any part of the Market where previously purchased or downloaded applications are stored on behalf of users, or reclassify the Product or Professional Service. Google reserves the right to suspend or bar any Developer from the Market at its sole discretion.

In the event that your Product or Professional Service is involuntarily removed because it is defective, malicious, infringes intellectual property rights of another person, defames, violates a third party's right of publicity or privacy, or does not comply with applicable law, and a buyer purchased such Product or Professional Service within a year before the date of takedown,: (i) you must refund to Google, all amounts received, plus any associated fees (i.e. chargebacks and payment transaction fees) paid by such buyer during the year before the date of takedown for such affected Product or Professional Service, and (ii) Google may, at its sole discretion, withhold from your future sales the amount in subsection (i) above.

8. Your Developer Credentials

8.1 You agree that you are responsible for maintaining the confidentiality of any developer credentials that may be issued to you by Google or which you may choose yourself and that you will be solely responsible for all applications that are developed under your developer credentials. Google may limit the number of Developer Accounts issued to you or to the company or organization you work for.

8.2 Google, at its sole discretion, may suspend or terminate your right to distribute Products or Professional Services on the Market for any reason, including but not limited to: (a) violation of the Agreement or the any applicable Google Apps Marketplace policies, or (b) infringement upon any intellectual property rights.

9. Privacy and Information

9.1 In order to continually innovate and improve the Market, Google may collect certain usage statistics from the Market and Buyer Services, including but not limited to, information on how the Market and Buyer Services are being used. 9.2 The data collected is examined in the aggregate to improve the Market for users and Developers and is maintained in accordance with Google's Privacy Policy. To ensure the improvement of Products or Professional Services, limited aggregate data may be available to you upon written request.

10. Terminating this Agreement

10.1 This Agreement will continue to apply until terminated by either you or Google as set out below.

10.2 If you want to terminate this Agreement, you must provide Google with thirty (30) days prior written notice (unless this Agreement terminates under Section 14.1) and cease your use of any relevant developer credentials.

10.3 Google may at any time, terminate this Agreement with you if:

(A) you have breached any provision of this Agreement; or
(B) Google is required to do so by law; or
(C) you cease being an authorized Developer; or
(D) Google decides to no longer provide the Market.

11. DISCLAIMER OF WARRANTIES

11.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE MARKET IS AT YOUR SOLE RISK AND THAT THE MARKET IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.

11.2 YOUR USE OF THE MARKET AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MARKET IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

11.3 GOOGLE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

12. LIMITATION OF LIABILITY

12.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT GOOGLE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT GOOGLE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

13. Indemnification

13.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Google, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) your use of the Market in violation of this Agreement, and (b) your Product or Professional Service that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy.

14. Changes to the Agreement

14.1 Google may make changes to this Agreement from time to time. When these changes are made, Google will make a new copy of the Agreement available [here]. Google will also post a notification on the Google Apps Marketplace site describing the modifications made. The changes will become effective, and will be deemed accepted by you, (a) immediately for those who become Developers after the notification is posted, or (b) for pre-existing Developers, the modified Agreement will become effective upon your acceptance of the modified Agreement (except changes required by law which will be effective immediately) or thirty (30) days after the posting of the notification if you continue to use the Market.

15. General Legal Terms

15.1 This Agreement constitutes the whole legal agreement between you and Google and governs your use of the Market, and completely replaces any prior agreements between you and Google in relation to the Market.

15.2 You agree that if Google does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Google has the benefit of under any applicable law), this will not be taken to be a formal waiver of Google's rights and that those rights or remedies will still be available to Google.

15.3 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.

15.4 You acknowledge and agree that each member of the group of companies of which Google is the parent shall be third party beneficiaries to this Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to this Agreement.

15.5 EXPORT RESTRICTIONS. PRODUCTS OR PROFESSIONAL SERVICES ON THE MARKET MAY BE SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO YOUR DISTRIBUTION OR USE OF PRODUCTS OR PROFESSIONAL SERVICES. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, USERS AND END USE.

15.6 The rights granted in this Agreement may not be assigned or transferred by either you or Google without the prior written approval of the other party. Neither you nor Google shall be permitted to delegate their responsibilities or obligations under this Agreement without the prior written approval of the other party.

15.7 This Agreement, and your relationship with Google under this Agreement, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Google agree to submit to the exclusive jurisdiction of the courts located within the county of Santa Clara, California to resolve any legal matter arising from this Agreement. Notwithstanding this, you agree that Google shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

15.8 The obligations in Sections 5, 6, 7, 11, 12, 13, and 15 will survive any expiration or termination of this Agreement.

 

 

December 2011