THESE TERMS AND CONDITIONS SUPPLEMENT AND ARE INCORPORATED INTO THE DEVELOPER AGREEMENT BETWEEN YOU AND Solid Sky Tech, LLC ("BC App Store"). PLEASE READ THESE TERMS AND CONDITIONS (“AGREEMENT”) BEFORE EXECUTING THE DEVELOPER AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT EXECUTE THE DEVELOPER AGREEMENT. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND THE DEVELOPER AGREEMENT, THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL CONTROL.
You understand and agree that by becoming a BC App Store Developer, no legal partnership or agency relationship is created between you and BC App Store. Neither you nor BC App Store is a partner, an agent or has any authority to bind the other. You agree not to represent otherwise. You also certify that you are of the legal age of majority in the jurisdiction in which you reside (at least 18 years of age) and you represent that you are legally permitted to become a BC App Store Developer. This Agreement is void where prohibited by law and the right to become a BC App Store Developer is not granted in such jurisdictions. Unless otherwise agreed or permitted by BC App Store in writing, you cannot share or transfer any benefits you receive from BC App Store in connection with being a Registered BC App Store Developer. The BC App Store ID and password you use to login as a Registered BC App Store Developer cannot be shared in any way or with any one. You are responsible for maintaining the confidentiality of your BC App Store ID and password and for any activity in connection with your account. You represent and warrant that You own or control the necessary rights in order to appoint BC App Store as Your worldwide agent for the delivery of Your Applications, and that the fulfillment of such appointment by BC App Store shall not violate or infringe the rights of any third party.
a. As a BC App Store Developer, you may submit applications (each an “Application”) developed by you on the site for sale or license in the BCAppStore, if the Application meets each of the following criteria as they may be modified by BC App Store from time to time:
i. Applications may only use APIs in the manner prescribed by BC App Store and must not use or call any private APIs.
ii. Applications must be compatible with Adobe Business Catalyst.
iii. An Application may not download or install executable code. Interpreted code may only be used in an Application if all scripts, code and interpreters are packaged in the Application and not downloaded.
iv. Applications must be HTML/CSS/JavaScipt based.
v. Applications may not collect user or customer data. The Application may not use analytics software to collect and send user or customer data to a third party.
vi. Applications may not perform any functions or link to any content, services, information or data or use any robot, spider, site search or other retrieval application or device to scrape, mine, retrieve, cache, analyze or index software, data or services, or obtain (or try to obtain) any such data.
vii. You must have the right to use, sell and license all intellectual property used in the Application, and you shall comply with the terms and conditions of any license or other grant by a third party for intellectual property contained in your Application.
viii. Applications must not contain any malware, malicious or harmful code, program, or other internal component (e.g., computer viruses, trojan horses, “backdoors”) which could damage, destroy, or adversely affect Adobe Business Catalyst or any BC App Store software, services, firmware, hardware, data, systems, services, or networks.
b. Upon receipt of Applications from you, BC App Store may perform such testing as it determines, in its sole and absolute discretion, is necessary. Upon satisfactory completion of such testing, BC App Store will place the Application on the site for sale / license in the BCAppStore. Acceptance by BC App Store of an Application does not relieve you of your obligation to support the Application or indicate BC App Store’s determination that the Application functions as intended or will not harm any network or computer onto which the Application is installed or utilized.
c. You represent and warrant that your Application complies with the requirements of this Agreement as well as with any additional guidelines that BC App Store may post on the Site. You further agree that You will not attempt to hide, misrepresent or obscure any features, content, services or functionality in Your submitted Applications from BC App Store’s review or otherwise hinder BC App Store from being able to fully review such Applications. You agree to cooperate with BC App Store in this submission process and to answer questions and provide information and materials reasonably requested by BC App Store regarding your submitted Application.
d. If you make any changes to an Application after submission to BC App Store, you must resubmit the Application to BC App Store. Similarly all bug fixes, updates, upgrades, modifications, enhancements, supplements to, revisions, new releases and new versions of your Application must be submitted to BC App Store for review in order for them to be considered for distribution via the BCAppStore. Further, if your Application is accepted for distribution via the BCAppStore, you agree that BC App Store may use your Application for the limited purpose of compatibility testing of your Application, for finding and fixing bugs, for use in evaluating performance issues with your Application, and for purposes of providing other information to you.
e. BC App Store shall not be responsible for any costs, expenses, damages, losses (including without limitation lost business opportunities or lost profits) or other liabilities you may incur as a result of your Application development, use of any services, certificates or APIs provided hereunder, including without limitation the fact that your Application may not be selected for distribution via the BCAppStore. You will be solely responsible for developing Applications that are safe, free of defects in design and operation, and comply with applicable laws and regulations. You will also be solely responsible for any documentation and end-user customer support and warranty of your Applications. The fact that BC App Store may have reviewed, tested, approved or selected an Application will not relieve you of any of these responsibilities.
f. You understand and agree that BC App Store may, in its sole discretion:
i. determine that your Application does not meet all or any part of the requirements then in effect;
ii. reject Your Application for distribution for any reason, even if your Application meets the requirements; or
iii. select and digitally sign your Application for distribution via the BCAppStore.
a. You hereby appoint BC App Store as Your agent for the marketing and delivery of the Applications to end-users. You hereby acknowledge that BC App Store will market and make the Applications available for download by end-users, through the BCAppStore, but for You and on Your behalf. The term "Application" includes any additional permitted functionality, content or services provided by You from within an Application and “end-user” includes individuals using the Applications.
b. In furtherance of BC App Store’ appointment under this Section 3, You hereby authorize and instruct BC App Store to:
i. solicit and obtain orders on Your behalf for Applications from end-users;
ii. provide hosting services to You, in order to allow for the storage of, and end-user access to, the Applications and to enable third party hosting of such Applications solely as otherwise licensed or authorized by BC App Store;
iii. make copies of, format, and otherwise prepare Applications for acquisition and download by end-users;
iv. allow end-users to access and re-access copies of the Applications, so that end-users may acquire from You and electronically download those Applications, and associated metadata to end-users through the BCAppStore;
v. use (i) screen shots and/or up to 30 second excerpts of the Applications; (ii) trademarks and logos associated with the Applications; and (iii) Application information, for promotional purposes in marketing materials, excluding those portions of the Applications, trademarks or logos, or Application Information (screen shots, images, artwork, icons and/or any other text, descriptions, representations or information relating to an Application that You provide to BC App Store) which You do not have the right to use for promotional purposes, and which You identify in writing at the time that the Applications are delivered by You to BC App Store, and use images and other materials that You may provide to BC App Store, at BC App Store’ reasonable request, for promotional purposes in marketing materials; and
vi. otherwise use Applications, Application Information and associated metadata as may be reasonably necessary in the delivery of the Applications in accordance with this Agreement. You agree that no royalty or other compensation is payable for the rights described above.
c. You will deliver to BC App Store, at Your sole expense, the Applications, Application Information and associated metadata, in a format and manner prescribed by BC App Store, as required for the delivery of the Applications to end-users in accordance with this Agreement. Metadata You deliver to BC App Store under this Agreement will include: (i) the title and version number of each of the Applications; (ii) any copyright or other intellectual property rights notices; and (iii) Your end-user license agreement (“EULA”), if any.
d. You acknowledge and agree that BC App Store, in the course of acting as agent for You, is hosting, or may enable authorized third parties to host, the Application(s), and is allowing the download of those Application(s) by end-users, on Your behalf. The parties acknowledge and agree that BC App Store shall not acquire any ownership interest in or to any of the Applications or Application Information, and title, risk of loss, responsibility for, and control over the Applications shall, at all times, remain with You. BC App Store may not use any of the Applications or Application Information for any purpose, or in any manner, except as specifically authorized in this Agreement.
e. You may deliver to BC App Store Your own EULA for any Application at the time that You deliver that Application to BC App Store; provided, however, that Your EULA must include and may not be inconsistent with the minimum terms and conditions specified on Exhibit A to this Agreement and must comply with all applicable laws. BC App Store shall allow each end-user to which BC App Store allows access to any such Application to review Your EULA (if any) at the time that BC App Store delivers that Application to that end-user, and BC App Store shall notify each end-user that the end-user’s use of that Application is subject to the terms and conditions of Your EULA (if any). In the event that You do not furnish Your own EULA for any Application to BC App Store, You acknowledge and agree that each end-user’s use of that Application shall be subject to BC App Store’ standard EULA (which is part of the BCAppStore Terms of Service).
f. You hereby acknowledge that the EULA for each of the Applications is solely between You and the end-user and conforms to applicable law, and BC App Store shall not be responsible for, and shall not have any liability whatsoever under, any EULA or any breach by You or any end-user of any of the terms and conditions of any EULA.
g. BC App Store shall have no responsibility for the installation and/or use of any of the Applications by any end-user. You shall be solely responsible for any and all product warranties, end-user assistance and product support with respect to each of the Applications.
h. You shall be solely responsible for, and BC App Store shall have no responsibility or liability whatsoever with respect to, any and all claims, suits, liabilities, losses, damages, costs and expenses arising from, or attributable to, the Applications and/or the use of those Applications by any end-user, including, but not limited to: (i) claims of breach of warranty, whether specified in the EULA or established under applicable law; (ii) product liability claims; and (iii) claims that any of the Applications and/or the end-user’s possession or use of those Applications infringes the copyright or other intellectual property rights of any third party.
You agree not to exploit the Developer website or any webpages on the website (the “Site”), or any services or content provided to you as a BC App Store Developer, in any unauthorized way, including but not limited to, by trespass, burdening network capacity or using the Site other than for authorized purposes. Copyright and other intellectual property laws protect the Site, and you agree to abide by and maintain all notices, license information, and restrictions contained therein. Unless expressly permitted herein or otherwise permitted in a separate agreement with BC App Store, you may not modify, publish, network, rent, lease, loan, transmit, sell, participate in the transfer or sale of, reproduce, create derivative works based on, redistribute, perform, display, or in any way exploit the Site in whole or in part. You may not decompile, reverse engineer, disassemble, attempt to derive the source code of any software or security components of the Site (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by any licensing terms accompanying the foregoing). Use of the Site to violate, tamper with, or circumvent the security of any computer network, software, passwords, encryption codes, technological protection measures, or to otherwise engage in any kind of illegal activity, or to enable others to do so, is expressly prohibited. BC App Store retains ownership of all its rights in the Site and Content, , and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any BC App Store intellectual property.
BC App Store reserves the right, at its discretion, to modify this Agreement, including any rules and policies at any time. You will be responsible for reviewing and becoming familiar with any such modifications (including new terms, updates, revisions, supplements, modifications, and additional rules, policies, terms and conditions)(“Additional Terms”) communicated to you by BC App Store. All Additional Terms are hereby incorporated into this Agreement by this reference and your continued use of the Site will indicate your acceptance of any Additional Terms. In addition, BC App Store 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 BC App Store Developer. By agreeing to this Agreement, you consent that BC App Store may provide you with such communications.
You agree to follow BC App Store’s Guidelines for using BC App Store trademarks and copyrights provided to you and modified from time to time (“Guidelines”). You agree not to use any marks belonging or licensed to BC App Store in any way except as expressly authorized in writing by BC App Store in each instance or as permitted in BC App Store’ Guidelines. You agree that all goodwill arising out of your authorized use of BC App Store’ marks shall inure to the benefit of and belong to BC App Store.
Third party software provided by BC App Store to you as a BC App Store Developer may be accompanied by its own licensing terms, in which case such licensing terms will govern your use of that particular third party software. Mention of third parties and third party products in any materials, advertising, promotions or coupons provided to you as a BC App Store Developer is for informational purposes only and constitutes neither an endorsement nor a recommendation. All third party product specifications and descriptions are supplied by the respective vendor or supplier, and BC App Store shall have no responsibility with regard to the selection, performance, or use of these vendors or products. All understandings, agreements, or warranties, if any, take place directly between the vendors and the prospective users.
a. To the extent permitted by applicable law, You agree to indemnify and hold harmless, and upon BC App Store’s request, defend, BC App Store, its managers, directors, officers, employees, independent contractors and agents (each a "BC App Store Indemnified Party") from any and all claims, losses, liabilities, damages, taxes, expenses and costs, including without limitation, attorneys’ fees and court costs (collectively, "Losses"), incurred by a BC App Store Indemnified Party and arising from or related to any of the following: (i) Your breach of any certification, covenant, obligation, representation or warranty in this Agreement; (ii) any claims that Your Application or the distribution, sale, offer for sale, use or importation of Your Application (whether alone or as an essential part of a combination), violate or infringe any third party intellectual property or proprietary rights; (iii) Your breach of any of Your obligations under the EULA for Your Application; (iv) BC App Store’s permitted use, promotion or delivery of Your Application or images and other materials that You provide to BC App Store under this Agreement; (v) any claims, including but not limited to any end-user claims, regarding Your Application or related logos, trademarks, content or images; or (vi) Your use of Your Application or Your development and distribution of any Application.
b. In no event may You enter into any settlement or like agreement with a third party that affects BC App Store’ rights or binds BC App Store in any way, without the prior written consent of BC App Store.
a. No delay or failure to take action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of BC App Store, and no single waiver will constitute a continuing or subsequent waiver.
b. This Agreement will bind your successors. This Agreement may not be assigned, nor may any of Your obligations under this Agreement be delegated, in whole or in part, by You by operation of law, merger, or any other means without BC App Store’ express prior written consent and any attempted assignment without such consent will be null and void.
c. If any provision is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
d. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings regarding such subject matter. No addition to or removal or modification of any of the provisions of this Agreement will be binding upon BC App Store unless made in writing and signed by an authorized representative of BC App Store.
e. This Agreement will not be construed as creating any other agency relationship, or a partnership, joint venture, fiduciary duty, or any other form of legal association between You and BC App Store, and You will not represent to the contrary, whether expressly, by implication, appearance or otherwise. This Agreement is not for the benefit of any third parties.
Minimum Terms of Developer’s
End-User License Agreement
You and the end-user must acknowledge that the EULA is concluded between You and the end-user only, and not with BC App Store, and You, not BC App Store, are solely responsible for the Application and the content thereof. The EULA may not provide for usage rules for Applications that are less restrictive than the usage rules set forth for Applications in, or otherwise be in conflict with, the BCAppStore Terms of Service (which You acknowledge You have had the opportunity to review). The end-user must acknowledge that in connection with the distribution of the Application to it, BC App Store will have access to the end-user’s Adobe credentials. Such access will terminate on earlier of (i) completion of distribution of the Application, and (ii) four hours after abandonment of the Application purchase.
The license granted to the end-user for the Application must be limited to a non-transferable license to use the Application in connection with Adobe Business Catalyst and as permitted by the Usage Rules set forth in the BCAppStore Terms of Service.
You must be solely responsible for providing any maintenance and support services with respect to the Application, as specified in the EULA, or as required under applicable law. You and the end-user must acknowledge that BC App Store has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.
You must be solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. The EULA must provide that, in the event of any failure of the Application to conform to any applicable warranty, the end-user may notify BC App Store, and BC App Store will refund the purchase price for the Application to that end-user; and that, to the maximum extent permitted by applicable law, BC App Store will have no other warranty obligation whatsoever with respect to the Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Your sole responsibility.
You and the end-user must acknowledge that You, not BC App Store, are responsible for addressing any claims of the end-user or any third party relating to the Application or the end-user’s possession and/or use of that Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. The EULA may not limit Your liability to the end-user beyond what is permitted by applicable law.
You and the end-user must acknowledge that, in the event of any third party claim that the Application or the end-user’s possession and use of that Application infringes that third party’s intellectual property rights, You, not BC App Store, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
The end-user must represent and warrant that (i) he/she is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) he/she is not listed on any U.S. Government list of prohibited or restricted parties.
You must state in the EULA Your name and address, and the contact information (telephone number; E-mail address) to which any end-user questions, complaints or claims with respect to the Application should be directed.
You must state in the EULA that the end-user must comply with applicable third party terms of agreement when using Your Application.
You and the end-user must acknowledge and agree that BC App Store is a third party beneficiary of the EULA, and that, upon the end-user’s acceptance of the terms and conditions of the EULA, BC App Store will have the right (and will be deemed to have accepted the right) to enforce the EULA against the end-user as a third party beneficiary thereof.
Update April 10, 2015. Version 1.1