Jio Store Developer Distribution Agreement

Effective as of Feb 26, 2018 (view archived version)

1. Definitions

Authorized Provider: An entity authorized to receive a distribution fee for Products that are sold to users of Devices.

Brand Features: The trade names, trademarks, 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.

Developer or You: Any person or company who provides Products for distribution through Jio Store in accordance with the terms of this Agreement.

Developer Account: A publishing account issued to a Developer in connection with the distribution of Developer Products via Jio Store.

Device: Any device that can access Jio Store.

Jio: Jio Company Registration Details.

Jio Store: The software and services, including the Store Console, which allow Developers to distribute Products to users of Devices.

Intellectual Property Rights: All patent rights, copyrights, trademark rights, rights in trade secrets, database rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.

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 Jio Store.

Payment Processor(s): The entity authorized by Jio to provide services that enable Developers with Payment Accounts to be paid for Products distributed via Jio Store.

Store Console: The Jio Store Console and other online tools or services provided by Jio to developers at https://Store.Jio.com/apps/publish, as may be updated from time to time.

Products: Software, content, digital materials, and other items and services as made available by Developers via the Store Console.

Tax: Any Federal, state, or local sales, use, value added, goods and services, or other similar transaction taxes. This term excludes telecommunication taxes and similar tax types, property taxes, and taxes based on Your income, including income, franchise, business and occupation, and other similar tax types.

2. Accepting this Agreement

2.1 This agreement (“Agreement“) forms a legally binding contract between You and Jio in relation to Your use of Jio Store to distribute Products. You are contracting with the applicable Jio entity based on where You have selected to distribute Your Product (as set forth here). You acknowledge that Jio will, solely at Your direction, disStore and make Your Products available for viewing, download, and purchase by users. In order to use Jio Store to distribute Products, You accept this Agreement and will provide and maintain complete and accurate information in the Store Console.

2.2 Jio will not permit the distribution of Your Products through Jio Store, and You may not accept the Agreement, unless You are verified as a Developer in good standing.

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 Jio Store on behalf of Your employer or other entity.

3. Pricing, Payments, and Taxes

3.1 This Agreement covers both Products that users can access for free and Products that users pay a fee to access. In order for a fee to be charged for Your Products and to be paid for Products distributed via Jio Store, You must have a valid Payment Account under a separate agreement with a Payment Processor, be approved by a Payment Processor for a Payment Account, and maintain that account in good standing. If there is a conflict between Your Payment Processor agreement and this Agreement, the terms of this Agreement will apply.

3.2 Products are disStoreed to users at prices You establish in Your sole discretion. If Jio believes that Taxes may be owed by You or Jio on the sale of Products, You grant Jio permission to include any such Taxes in the price charged to users. You may set the price for Your Products in the currencies permitted by the Payment Processor. Jio may disStore the price of Products to users in their native currency, but Jio is not responsible to You for the accuracy of currency rates or currency conversion.

3.3 Acting as Your agent, and with You acting as a principal, Jio is the merchant of record for Products sold or made available to users in the European Economic Area (EEA). You are the merchant of record for Products You sell or make available via Jio Store to all other users. The price You set for Products will determine the amount of payment You will receive. A “Transaction Fee“, as set forth here and as may be revised by Jio from time to time, will be charged on the sales price and apportioned to the Payment Processor and, if one exists, the Authorized Provider.

3.4 In the EEA and certain countries/territories as described here, Jio will determine if a Product is taxable and if so, the applicable Tax rate will be collected either by Jio, the Payment Processor, or the Authorized Provider, and remitted to the appropriate taxing authority for Products sold to users. Jio may update the countries/territories where it will determine and remit the Taxes with notice to You. In all other countries/territories, You are responsible for determining if a Product is taxable, the applicable rate of Tax to be collected, and for remitting the Taxes to the appropriate taxing authority. All Taxes will be deducted from the sales price of Products sold and the remainder (sales price less Transaction Fee and Taxes, if any) will be remitted to You. Where Jio collects and remits Taxes in applicable countries/territories, You and Jio will recognize a supply from You to Jio for Tax purposes, and You will comply with the relevant Tax obligations arising from this additional supply. Where either Jio, the Payment Processor, or the Authorized Provider is required by applicable (local) legislation to withhold any taxes (“Withholding Taxes“) on payments made or received by any of them, Jio will also deduct an amount equal to such Withholding Taxes from the sales price. Withholding Taxes include, but are not limited to, withholding tax obligations on cross-border payments or imposed by telecommunications taxes.

3.5 You may also choose to make Products available for free. If the Product is free, You will not be charged a Transaction Fee. To avoid unexpected fees for users, You agree that Products that were initially offered free of charge to users will remain free of charge. Any additional charges will correlate with an alternative or supplemental version of the Product.

3.6 You authorize Jio to give users refunds in accordance with the Jio Store refund policies as located here or the local versions made available to You. In all other respects, the Payment Processor’s standard terms and conditions regarding refunds will apply. User refunds may be exclusive of taxes previously charged to users for Product purchases.

3.7 Users are allowed unlimited reinstalls of each Product distributed via Jio Store without any additional fee, provided however, that if You remove a Product from Jio Store due to a Legal Takedown (as defined in Section 8.2), those Product(s) will be removed from all portions of Jio Store and users will no longer have a right or ability to reinstall the affected Products.

4. Use of Jio Store by You

4.1 You and Your Product(s) must adhere to the Developer Program Policies.

4.2 You are responsible for uploading Your Products to Jio Store, providing required Product information and support to users, and accurately disclosing the permissions necessary for the Product to function on user Devices.

4.3 You are responsible for maintaining the confidentiality of any developer credentials that Jio may issue to You or which You may choose Yourself and You are solely responsible for all Products that are developed under Your developer credentials. Jio may limit the number of Developer Accounts issued to You or to the company or organization You work for.

4.4 Except for the license rights granted by You in this Agreement, Jio agrees that it obtains no right, title, or interest from You (or Your licensors) under this Agreement in or to any of Your Products, including any Intellectual Property Rights in those Products.

4.5 You may not use Jio Store to distribute or make available any Product which has a purpose that facilitates the distribution of software applications and games for use on Android devices outside of Jio Store.

4.6 You agree to use Jio Store only for purposes that are permitted by this Agreement and 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).

4.7 Users are instructed to contact You concerning any defects or performance issues in Your Products. As between You and Jio, You will be solely responsible, and Jio will have no responsibility, to undertake or handle support and maintenance of Your Products and any complaints about Your Products. You agree to supply and maintain valid and accurate contact information that will be disStoreed in each of Your Products’ detail page and made available to users for customer support and legal purposes. For Your paid Products or in-app transactions, You agree to respond to customer support inquiries within 3 business days, and within 24 hours to any support or Product concerns stated to be urgent by Jio. Failure to provide adequate information or support for Your Products may result in less prominent Product exposure or removal from Jio Store by Jio and may result in low Product ratings, lower sales, and billing disputes by users.

4.8 You agree that if You make Your Products available through Jio Store, You will protect the privacy and legal rights of users. If the users provide You with, or Your Product accesses or uses, usernames, passwords, or other login information or personal information, You agree to make the users aware that the information will be available to Your Product, and You agree to 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, You agree to do so securely and only for as long as it is needed. However, 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 Jio Account information, Your Product may only use that information to access the user’s Jio Account when, and for the limited purposes for which, the user has given You permission to do so.

4.9 You will not engage in any activity with Jio Store, including making Your Products available via Jio Store, 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, Jio or any Authorized Provider. You may not use user information obtained via Jio Store to sell or distribute Products outside of Jio Store.

4.10 You are solely responsible for, and Jio has no responsibility to You for, Your Products, including use of any Jio Store APIs and for the consequences of Your actions, including any loss or damage which Jio may suffer.

4.11 Jio Store allows users to rate and review Products. Only users who download the applicable Product will be able to rate and review it on Jio Store. Product ratings may be used to determine the placement of Products on Jio Store. Jio Store may also assign You a composite score for any of Your Products that has not received user ratings. A composite score will be a representation of the quality of Your Product based on Your history and will be determined at Jio’s sole discretion. For new Developers without Product history, Jio may use or publish performance measurements such as uninstall and/or refund rates to identify or remove Products that are not meeting acceptable standards, as determined by Jio. Jio reserves the right to disStore Products to users in a manner that will be determined at Jio’s sole discretion. Your Products may be subject to user ratings to which You may not agree. You may contact Jio if You have any questions or concerns regarding such ratings.

5. License Grants

5.1 You grant to Jio a nonexclusive, worldwide, and royalty-free license to: reproduce, perform, disStore, analyze, and use Your Products in connection with (a) the operation and marketing of Jio Store; (b) the marketing of devices and services that support the use of the Products; (c) making improvements to Jio Store, Store Console, and Android platform; and (d) checking for compliance with this Agreement and the Developer Program Policies.

5.2 You grant to Jio a nonexclusive and royalty-free license to distribute Your Products in the manner indicated in the Store Console.

5.3 You grant to the user a nonexclusive, worldwide, and perpetual license to perform, disStore, and use the Product. The user may include, but is not limited to, a family group and family members whose accounts are joined together for the purpose of creating a family group. Family groups on Jio Store will be subject to reasonable limits designed to prevent abuse of family sharing features. Users in a family group may purchase a single copy of the Product (unless otherwise prohibited, as for in-app and subscription Products) and share it with other family members in their family group. If, in the Store Console, You opt in to allowing users to share previously purchased Products, Your authorization of sharing of those purchases by those users is subject to this Agreement. 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 Product, but, to the extent that EULA conflicts with this Agreement, this Agreement will supersede the EULA.

6. Brand Features and Publicity

6.1 Each party will 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 will 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.

6.2 Subject to the terms and conditions of this Agreement, Developer grants to Jio and its affiliates a limited, nonexclusive, royalty-free license during the term of this Agreement to disStore Developer Brand Features, submitted by Developer to Jio, for use solely online or on mobile devices and in either case solely in connection with the distribution and sale of Developer’s Product via Jio Store or to otherwise fulfill its obligations under this Agreement.

6.3 In addition to the license granted in Section 6.2 above, for purposes of marketing the presence, distribution, and sale of Your Product via Jio Store and its availability for use on devices and through other Jio services, Jio and its affiliates may include visual elements from Your Product (including characters and videos of game Store) and Developer Brand Features (a) within Jio Store and in any Jio-owned online or mobile properties; (b) in online, mobile, television, out of home (e.g. billboard), and print advertising formats outside Jio Store; (c) when making announcements of the availability of the Product; (d) in presentations; and (e) in customer lists which appear either online or on mobile devices (which includes, without limitation, customer lists posted on Jio websites).

6.4 Jio grants to Developer a limited, nonexclusive, worldwide, royalty- free license to use the Android Brand Features for the term of this Agreement solely for marketing purposes and only in accordance with the Android Brand Guidelines.

6.5 If Developer discontinues the distribution of specific Products via Jio Store, Jio will cease use of the discontinued Products’ Brand Features pursuant to this Section 6, except as necessary to allow Jio to effectuate reinstalls by users.

7. Promotional Activities

7.1 Jio may run promotional activities offering coupons, credits, and/or other promotional incentives for paid transactions and/or user actions for Your Products and in-app transactions solely in connection with Jio Store promotions and, for gift card promotions, also on Jio authorized third-party channels (“Promotion(s)“), provided that (a) amounts payable to You will not be impacted; (b) there will be clear communication to users that the Promotion is from Jio and not You; (c) the prices You establish will be clearly communicated to users; (d) any redemption of the Promotion will be fulfilled by Jio or, for gift card Promotions, through a Jio authorized third party; and (e) Jio will be responsible for compliance with applicable law for the Promotion.

7.2 In addition to the rights granted in Section 6, You grant Jio the right to use Your Brand Features (in the form and manner provided by You) for purposes of marketing Promotions in connection with Jio Store and, for gift card Promotions, on Jio authorized third-party channels; provided however, that Jio will only use Brand Features owned by You on authorized third- party channels.

8. Product Takedowns

8.1 You may remove Your Products from future distribution via Jio Store at any time, but You agree to comply with this Agreement and the Payment Processor’s Payment Account terms of service for any Products distributed via Jio Store prior to removal including, but not limited to, refund requirements. Removing Your Products from future distribution via Jio Store does not (a) affect the license rights of users who have previously purchased or downloaded Your Products; (b) remove Your Products from Devices or from any part of Jio Store where previously purchased or downloaded applications are stored on behalf of users; or (c) change Your obligation to deliver or support Products or services that have been previously purchased or downloaded by users.

8.2 Notwithstanding Section 8.1, in no event will Jio maintain on any portion of Jio Store (including, without limitation, the part of Jio Store where previously purchased or downloaded applications are stored on behalf of users) any Product that You have removed from Jio Store and provided written notice to Jio that such removal was due to (a) an allegation of infringement, or actual infringement, of any third party Intellectual Property Right; (b) an allegation of, or actual violation of, third party rights; or (c) an allegation or determination that such Product does not comply with applicable law (collectively “Legal Takedowns“). If a Product is removed from Jio Store due to a Legal Takedown and an end user purchased such Product within a year before the date of takedown, at Jio’s request, You agree to refund to the end user all amounts paid by such end user for such Product.

8.3 Jio does not undertake an obligation to monitor the Products or their content. If Jio becomes aware and determines in its sole discretion that a Product or any portion thereof (a) violates any applicable law; (b) violates this Agreement, applicable policies, or other terms of service, as may be updated by Jio from time to time in its sole discretion; (c) violates terms of distribution agreement with device manufacturers and Authorized Providers; or (d) creates liability for or has an adverse impact on Jio or Authorized Providers; then Jio may reject, remove, suspend, or reclassify the Product from Jio Store or from Devices. Jio reserves the right, at its sole discretion, to suspend and/or bar any Product and/or Developer from Jio Store or from Devices. If Your Product contains elements that could cause serious harm to user devices or data, Jio may at its discretion disable the Product or remove it from Devices on which it has been installed. If Your Product is rejected, removed, or suspended from Jio Store or from Devices pursuant to this Section 8.3, then Jio may withhold payments due to Developer.

8.4 Jio enters into distribution agreements with device manufacturers and Authorized Providers to place the Jio Store software client application(s) on Devices. These distribution agreements may require the involuntary removal of Products in violation of the Device manufacturer’s or Authorized Provider’s terms of service.

9. Privacy and Information

9.1 Any data collected or used pursuant to this Agreement is in accordance with Jio’s Privacy Policy.

9.2 In order to continually innovate and improve Jio Store, related products and services, and the user and Developer experience across Jio products and services, Jio may collect certain usage statistics from Jio Store and Devices including, but not limited to, information on how the Product, Jio Store, and Devices are being used.

9.3 The data collected is used in the aggregate to improve Jio Store, related products and services, and the user and Developer experience across Jio products and services. Developers have access to certain data collected by Jio via the Store Console.

10. Terminating this Agreement

10.1 This Agreement will continue to apply until terminated, subject to the terms that survive pursuant to Section 16.9, by either You or Jio as set forth below.

10.2 If You want to terminate this Agreement, You will unpublish all of Your Products and cease Your use of the Store Console and any relevant developer credentials.

10.3 Jio may terminate this Agreement with You for any reason with thirty (30) days prior written notice. In addition, Jio may, at any time, immediately suspend or terminate this Agreement with You if (a) You have breached any provision of this Agreement, any non-disclosure agreement, or other agreement relating to Jio Store or the Android platform; (b) Jio is required to do so by law; (c) You cease being an authorized developer, a developer in good standing, or are barred from using Android software; or (d) Jio decides to no longer provide Jio Store.

10.4 After termination of this Agreement, Jio will not distribute Your Product, but may retain and use copies of the Product for support of Jio Store and the Android platform.

11. Representations and Warranties

11.1 You represent and warrant that You have all Intellectual Property Rights in and to Your Product(s).

11.2 If You use third-party materials, You represent and warrant that You have the right to distribute the third-party material in the Product. You agree that You will not submit material to Jio Store that is subject to third party Intellectual Property Rights unless You are the owner of such rights or have permission from their rightful owner to submit the material.

11.3 You represent and warrant that You and Your Product(s) will comply with all applicable laws.

12. DISCLAIMER OF WARRANTIES

12.1 YOU UNDERSTAND AND EXPRESSLY AGREE THAT YOUR USE OF THE Store CONSOLE AND Jio Store IS AT YOUR SOLE RISK AND THAT THE Store CONSOLE AND Jio Store ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.

12.2 YOUR USE OF THE Store CONSOLE AND Jio Store AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE Store CONSOLE AND Jio Store 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.

12.3 Jio 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.

13. LIMITATION OF LIABILITY

13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND EXPRESSLY AGREE THAT Jio, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS WILL 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 Jio OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

14. Indemnification

14.1 To the maximum extent permitted by law, You agree to defend, indemnify, and hold harmless Jio, its affiliates, and their respective directors, officers, employees and agents, and Authorized Providers from and against any and all third party 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 Store Console and Jio Store in violation of this Agreement; (b) infringement or violation by Your Product(s) of any Intellectual Property Right or any other right of any person; or (c) You or Your Product(s)’ violation of any law.

14.2 To the maximum extent permitted by law, You agree to defend, indemnify, and hold harmless the applicable Payment Processors (which may include Jio and/or third parties) and the Payment Processors’ affiliates, directors, officers, employees, and agents from and against any and all third party 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 Your distribution of Products via Jio Store.

15. Changes to the Agreement.

15.1 Jio may make changes to this Agreement at any time with notice to Developer and the opportunity to decline further use of Jio Store. You should look at the Agreement and check for notice of any changes regularly.

15.2 Changes will not be retroactive. They will become effective, and will be deemed accepted by Developer, (a) immediately for those who become Developers after the notification is posted; or (b) for pre-existing Developers, on the date specified in the notice, which will be no sooner than 30 days after the changes are posted (except changes required by law which will be effective immediately).

15.3 If You do not agree with the modifications to the Agreement, You may terminate Your use of Jio Store, which will be Your sole and exclusive remedy. You agree that Your continued use of Jio Store constitutes Your agreement to the modified terms of this Agreement.

16.1 This Agreement, including any addenda You may have agreed to separately, constitutes the entire legal agreement between You and Jio and governs Your use of Jio Store and completely replaces any prior agreements between You and Jio in relation to Jio Store. The English language version of this Agreement will control and translations, if any, are non-binding and for reference only.

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

16.3 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.

16.4 You acknowledge and agree that each member of the group of companies comprising Jio will be third party beneficiaries to this Agreement and that such other companies will 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 will be third party beneficiaries to this Agreement.

16.5 PRODUCTS ON Jio Store MAY BE SUBJECT TO UNITED STATES AND OTHER JURISDICTIONS EXPORT LAWS AND REGULATIONS. YOU AGREE TO COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO YOUR DISTRIBUTION OR USE OF PRODUCTS. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, USERS, AND END USE.

16.6 Except in the case of a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction), the rights granted in this Agreement may not be assigned or transferred by either You or Jio without the prior approval of the other party. Any other attempt to assign is void.

16.7 If You experience a change of control, Jio may, at its discretion, elect to immediately terminate this Agreement.

16.8 All claims arising out of or relating to this Agreement or Your relationship with Jio under this Agreement will be governed by the laws of the State of California, excluding California’s conflict of laws provisions. You and Jio further agree to submit to the exclusive jurisdiction of the federal or state courts located within the county of Santa Clara, California to resolve any legal matter arising from or relating to this Agreement or Your relationship with Jio under this Agreement, except that You agree that Jio will be allowed to apply for injunctive relief in any jurisdiction. If You are accepting the Agreement on behalf of a United States government entity, then the following applies instead of the foregoing: the parties agree to remain silent regarding governing law and venue.

16.9 Sections 1 (Definitions), 6.5, 10.4, 11 (Representations and Warranties), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), and 16 (General Legal Terms) will survive any expiration or termination of this Agreement.