Last Update: 10/16/2015
THIS IS A LEGAL AGREEMENT BETWEEN YOU (“YOU” OR “DEVELOPER”) AND Solid Sky, LLC ("Solid Sky") STATING THE TERMS THAT GOVERN YOUR PARTICIPATION AS A REGISTERED Solid Sky DEVELOPER. PLEASE READ THIS DEVELOPER AGREEMENT (“AGREEMENT”) BEFORE EXECUTING THIS AGREEMENT AND AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU WILL BE UNABLE TO BECOME A REGISTERED DEVELOPER WITH THE BC APP STORE.
- Development of Applications. Pursuant to the terms and conditions of this Agreement, Solid Sky shall permit You to develop and submit to Solid Sky for evaluation applications (“Applications”) designed to run on Adobe Business Catalyst. Applications accepted by Solid Sky will be offered for License on Solid Sky’s BCAppStore. All Applications submitted to Solid Sky shall meet the Requirements set forth in the Terms and Conditions (as defined below) and be submitted with (a) all files and documentation (including installation requirements) reasonably requested by Solid Sky, and (b) an icon for inclusion in the BCAppStore and such marketing materials (such as screenshots, video and copy as Developer deems appropriate. Developer shall retain ownership of the Application and all supporting documentation. Developer hereby grants Solid Sky a limited license to (i) use, (ii) test and (iii) offer sale or sublicense in the BCAppStore, the Application, the documentation for the Application and all material submitted to Solid Sky.
- Incorporation of Terms and Conditions. The terms and conditions (the “Terms and Conditions”) published at http://www.bcappstore.com/developer-terms-conditions (the “Website”) are incorporated into this Agreement by reference. Solid Sky reserves the right, at its discretion, to modify this Agreement, including the Terms and Conditions at any time. You will be responsible for reviewing and becoming familiar with any such modifications (including changes, new terms, updates, revisions, supplements, modifications, and additional rules, policies, terms and conditions included exclusively on the Website) (“Additional Terms”) communicated to You by Solid Sky. All Additional Terms are hereby incorporated into this Agreement by this reference and Your continued use of the BCAppStore will indicate Your acceptance of any Additional Terms. In addition, Solid Sky may be sending communications to You from time to time. Such communications may be in the form of phone calls and/or emails and may include, but not be limited to, marketing materials, technical information, and updates and/or changes regarding Your participation as a Solid Sky Developer. By agreeing to this Agreement, You consent that Solid Sky may provide You with such communications.
- Compensation. Net revenue (payments received by Solid Sky less the cost of processing such payments such as merchant fees, affiliate commissions and refunds) derived from the sale or license of Applications will be shared seventy percent (70%) to You, and thirty percent (30%) to Solid Sky. Payments due to You will be made monthly, not more than twenty-one (21) days after the end of each calendar month.
- Solid Sky Obligations. Solid Sky shall:
- Perform such testing as it determines is reasonably necessary to determine of the Application performs as described in the documentation accompanying the Application and meets the requirements for Applications set forth in this Agreement (including the Terms and Conditions);
- Host the BCAppStore and distribute and sell or license applications in accordance with the terms of this Agreement;
- Process payments for the purchase and sale of Applications and remit seventy percent (70%) of the net revenue to You;
- Provide You reasonable metrics on sales, gross revenues and expenses incurred in connection with the sale of Your Applications.
- Administer and edit the BCAppStore in a manner determined by Solid Sky.
- Exclusivity. During the term of this Agreement and for 90 days after termination for any reason, the BCAppStore shall be the exclusive outlet for Your sale, lease license or other distribution of the right to access, download, copy or use Applications developed by You and offered on the Site.
- Customer Support.
- Level 1: Solid Sky shall provide all tier 1 customer support to purchasers of Your Application. This support shall include account related inquires, refunds, order processing, Application access issues and Application transfer issues;
- Level 2: Developer shall timely provide all level 2 customer support, including all operational issues and required bug fixes and patches.
- Additional Support: Developer shall offer customers implementation and additional support for a reasonable fee.
- Solid Sky Independent Development. Nothing in this Agreement will impair Solid Sky’ right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, any other products, software or technologies that You may develop, produce, market, or distribute. In the absence of a separate written agreement to the contrary, Solid Sky will be free to use any information, suggestions or recommendations You provide to Solid Sky pursuant to this Agreement for any purpose, subject to any applicable patents or copyrights.
- Term and Termination. The term of this Agreement is one year from the date You execute the Agreement. The term shall automatically renew for successive one year terms unless either party notifies the other not less than fifteen days prior to the expiration of the then current term. Upon a party’s breach of this Agreement, the non-breaching party may terminate this Agreement upon written notice to the breaching party, if the breaching party fails to cure such breach within 10 days of notice of such breach.
- No Warranty. SOLID SKY AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS (COLLECTIVELY, “SOLID SKY” FOR PURPOSES OF THIS SECTION 9 AND SECTION 10) DO NOT PROMISE THAT THE SITE (INCLUDING, FUNCTIONALITY OR FEATURES OF THE FOREGOING), OR ANY OTHER INFORMATION OR MATERIALS THAT YOU RECEIVE AS A SOLID SKY DEVELOPER (COLLECTIVELY, THE “SERVICE” FOR PURPOSES OF THIS SECTION 9 AND SECTION 10) WILL BE ACCURATE, RELIABLE, TIMELY, SECURE, ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED. THE SERVICE IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS AND THE SERVICE IS SUBJECT TO CHANGE WITHOUT NOTICE. SOLID SKY CANNOT ENSURE THAT ANY CONTENT (INCLUDING FILES, INFORMATION OR OTHER DATA) YOU ACCESS OR DOWNLOAD FROM THE SERVICE WILL BE FREE OF VIRUSES, CONTAMINATION OR DESTRUCTIVE FEATURES. FURTHER, SOLID SKY DOES NOT GUARANTEE ANY RESULTS OR IDENTIFICATION OR CORRECTION OF PROBLEMS AS PART OF THE SERVICE AND SOLID SKY DISCLAIMS ANY LIABILITY RELATED THERETO. SOLID SKY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOLID SKY DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SERVICE. YOU ASSUME TOTAL RESPONSIBILITY AND ALL RISKS FOR YOUR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION OBTAINED THEREON. YOUR SOLE REMEDY AGAINST SOLID SKY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.
- Disclaimer of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES SHALL SOLID SKY BE LIABLE WITH RESPECT TO THE SERVICE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES RESULTING FROM DELAY OF DELIVERY OR FROM LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, ON ANY THEORY OF LIABILITY, WHETHER ARISING UNDER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WHETHER OR NOT SOLID SKY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, SOLID SKY IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED TO YOUR USE OF THE SERVICE, UGURU’S ENTIRE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO FIFTY DOLLARS ($50.00).
- Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Colorado, excluding its conflict of law provisions. The parties further submit to and waive any objections to personal jurisdiction of and venue in any of the following forums: U.S. District Court for the District of Colorado, and the applicable Colorado state courts located in Denver, Colorado, or any other forum in Denver County, for any disputes arising out of this Agreement.
- Confidentiality. Each party agrees that it will not, without the prior written consent of the other party, disclose or use for its own benefit any Confidential Information of the other party. As used in this Agreement, the "Confidential Information" of a party means all information concerning or related to the business, operations, financial condition or prospects of such party regardless of the form in which such information appears and whether or not such information has been reduced to a tangible form, and specifically includes (i) all inventions, discoveries, trade secrets, processes, techniques, methods, formulae, ideas and know-how of such party and (ii) this Agreement and the transactions contemplated hereby (which shall be deemed the Confidential Information of both parties). Confidential Information of a party does not include (A) information which is or becomes generally known to the public through no act or omission of the other party and (B) information which has been or hereafter is lawfully obtained by the other party from a source other than the party to whom such Confidential Information belongs so long as, in the case of information obtained from a third party, such third party was or is not, directly or indirectly, subject to an obligation of confidentiality owed to the party to whom such Confidential Information belongs at the time such Confidential Information was or is disclosed to the other party.