Jadu MarketPlace Developer Agreement

Definitions

"Buyer Service(s)": Any service(s) available on the MarketPlace.

"Transaction fee": Sums payable to Jadu by the Developer in relation to sales by the Developer on the Jadu MarketPlace for Products and Services.

"Developer" or "You": Any person , entity or company who is registered and approved by Jadu to distribute Products or Professional Services on the MarketPlace 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 MarketPlace.

"SDK": Software Development Kit, a set of files and documents to help guide the development, design and documentatoin process before submitting software to Jadu.

"Listing fee": the fee payable by the Developer to Jadu for Jadu to quality assess and approve any products submitted to the Jadu MarketPlace.

"MarketPlace": The Jadu MarketPlace site operated by Jadu, where Developers can distribute Products or Professional Services directly to Jadu MarketPlace users.

"Payment Processor(s)": Any party authorised by Jadu to provide payment processing services that enable Developers with optional Payment Accounts to charge for Products or Professional Services.

"Professional Services": services distributed via the MarketPlace or services created for Buyer Services via the MarketPlace and approved by Jadu.

"Products": Software, content and digital materials created for Buyer Services via the MarketPlace and approved by Jadu.

1. Introduction
1.1 The MarketPlace is a restricted access website on which Marketplace Developers can distribute Products or Professional Services as Buyer Services to Jadu customers using the Jadu CMS, XForms Professional and Rupa systems. In order to distribute Products or Professional Services on the MarketPlace, you must acquire and maintain a valid Developer Account from Jadu and become an authorised 'Jadu Enterprise Partner' by joining the Jadu Enterprise Partner / Developer programme.

1.2 If you want to charge a fee for your Products, you must ensure you understand the MarketPlace Terms of Service and the terms contained in this agreement.

2. Accepting this Agreement
2.1 This Jadu Marketplace Developer Distribution Agreement ("Agreement") forms a legally binding contract between you and Jadu in relation to your use of the MarketPlace to distribute Products or Professional Services. In order to use the MarketPlace to distribute Products or Professional Services, you confirm that you have read, understood and agree to be bound by the terms of this Agreement. You may not distribute Products or Professional Services on the MarketPlace if you do not accept this Agreement.

2.2 You shall not use the MarketPlace to distribute Products or Professional Services unless you hold a valid Developer Account from Jadu and have become an authorised Jadu Enterprise Partner and/or have joined the Jadu Developer programme. This Agreement will automatically terminate if you are; (a) not a Developer of good standing as determined by Jadu from time to time, or; (b) a person or entity barred from using Jadu products or services under the laws of any juridiction whether or not you are resident and/or use Jadu Products/services in that jurisdiction.

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 MarketPlace 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 /policies. Only Products or Professional Services that have been approved by Jadu may be listed on the MarketPlace.

3. Pricing and Payments
3.1 Supported users and customers are free to develop applications for the Jadu platforms and submit them to the MarketPlace for review and publishing. You can distribute your products and make them available free of charge - or you can charge a fee. Charging a fee requires you pay a listing fee.

Commercial technology suppliers can re-sell Jadu products and develop applications to sell to Jadu users and customers on MarketPlace by becoming a Jadu Developer as part of the Jadu Enrterprise delivery partner program. Once you are an Enterprise Delivery Partner, you can distribute your products on MarketPlace.

You may set the price for your Products or Professional Services in the currency options permitted by the MarketPlace. The MarketPlace may display to users the price of your Products or Professional Services in their native currency. Jadu is not responsible for the accuracy of currency rates or conversion.

3.2 If you distribute Products through the MarketPlace for a fee, you will pay Jadu a non-refundable listing fee ("Listing Fee") and a transaction fee ("Transaction Fee"), as defined below.

3.2.1 Jadu will facilitate the transaction with the purchaser of any Products or Professional Services via the MarketPlace payment interface. The total sum of purchases made of a Developer's Products and/or Professional Services will be calculated and paid to the Developer on a monthly basis less any Listing Fees and Transaction Fees which shall be deducted by Jadu . Where a Developer's Product and/or Professional Service has been listed for a month and has not been purchased through the MarketPlace during that period, Jadu will invoice the Developer for the applicable Listing Fee. Jadu will make the payments set out above to the Developer within 30 days of receipt of payment from the purchaser.

3.2.2 The purchaser may opt to purchase the Products and Professional Services by Purchase Order. In such cases, Jadu will invoice the purchaser and will account to the Developer as set out in 3.2.1

3.3 If you choose to distribute Products or Professional Services free of charge through the MarketPlace, you may, at Jadu's discretion , be charged the Listing Fee but you will not be charged a Transaction Fee. You may not subsequently collect charges or fees from users for any Products and/or Professional Services that those users were initially allowed to download or howsoever obtain for free. This is not intended to prevent distribution of free trial versions of a 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 charge fees for Products after the free trial expires, you must collect all fees as transactions for the full version of the Product through the billing interfaces and the Payment Processor of the MarketPlace.

All fees received by Developers for Products and Professional Services distributed via the MarketPlace must be processed by the MarketPlace Payment Processor or via invoice from Jadu to the purchaser upon receipt of a valid and authorised purchase order from the purchaser.

3.4 You are responsible for specifying any terms and conditions regarding refunds in relation to the Products and Professional Services you distribute in the MarketPlace. Jadu will not be able to provide or responsible for providing any support to users or Developers in relation to refunds.

3.5 You will be solely responsible for dealing with and resolving all technical ,support and maintenance issues , complaints or payment disputes with purchasers/ users of the MarketPlace in relation to the Products or Professional Services you list, distribute ,release or sell through the MarketPlace. Your contact information will be displayed and made available to users for quality control and customer support purposes. You agree that the contact information you provide will always be accurate 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, disputes, removal from the MarketPlace, removal from Buyer Services or from any part of the MarketPlace where previously purchased or downloaded applications are stored on behalf of users, or reclassification.

4. Use of the MarketPlace by You

4.1 Except for the license rights granted by you in Section 5 below, Jadu 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 MarketPlace only for purposes that are permitted by (a) this Agreement and any applicable Jadu Marketplace policies and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the import or export of data or software to and from the United States, the EU or any other territory or country).

4.3 You agree that if you use the MarketPlace 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. Furthermore, 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 Jadu Account information, your Product or Professional Service may only use that information to access the user's Jadu Account when, and for the limited purposes for which, the user has given you permission to do so.

4.4 You agree that you will not engage in any activity with the MarketPlace, 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, Jadu Marketplace users, or Jadu. You may not use customer information obtained from the MarketPlace to sell or distribute Products or Professional Services outside of the MarketPlace.

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

4.6 You agree that you are solely responsible for (and that Jadu 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 Jadu or any third party may suffer) of any such breach.

4.7 The MarketPlace 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 MarketPlace with higher rated Products or Professional Services generally given better placement, subject to Jadu's ability to change placement at Jadu's sole discretion. For new Developers without Product or Professional Service history, Jadu 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 Jadu. Jadu reserves the right to display Products or Professional Services to users in a manner that will be determined at Jadu's sole discretion. You will not attempt to change or change the placement of any Product or Professional Service on the MarketPlace 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 Jadu at marketplace@jadu.net

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 Technical content. You will be responsible for ensuring that your software source code is correctly tagged and documented with appropriate metadata or comments to ensure the integrity of your product, in line with Jadu Widget Code Conventions available within the developer SDK.

Furthermore, you will take all necessary steps to ensure that your code correctly outlines which areas of your product may be edited by an end user (i.e. CSS or styling properties) and which areas will invalidate any warranties and support you may provide for your product.

4.9.1 Restricted Content. Any Product or Professional Service you distribute on the MarketPlace must adhere to the MarketPlace Program Policy located in the Policies document as part of the developer SDK.

5. License Grants
5.1 You grant to Jadu a non-exclusive, 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 MarketPlace and to use the Products and Professional Services to make improvements to the MarketPlace.

5.2 You grant to Jadu 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 MarketPlace.

5.3 Jadu 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 Jadu. After termination of this Agreement, Jadu will not distribute your Product or Professional Service, but may retain and use copies of the Product or Professional Service for support of the MarketPlace 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 MarketPlace 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 Jadu and its affiliates a limited, non-exclusive license during the term of this Agreement to display Developer Brand Features furnished by Developer to Jadu under this Agreement solely for use in connection with the MarketPlace and in order to fulfill its obligations under this Agreement. Nothing in this Agreement gives Developer a right to use any of Jadu's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

6.3 Jadu and its affiliates may include Developer Brand Features furnished by Developer to Jadu under this Agreement in presentations, marketing materials, press releases, and customer lists (which includes, without limitation, customer lists posted on Jadu web sites) for purposes of marketing the Jadu Marketplace. Jadu grants to Developer a limited, non-exclusive, worldwide, royalty-free license to use the Jadu Marketplace Brand Features furnished by Jadu to Developer under this Agreement for the Term of this Agreement solely for marketing purposes and only in accordance with the Jadu Marketplace Brand Guidelines.

7. Product or Professional Service Takedowns
7.1 You may remove your Products or Professional Services from future distribution via the MarketPlace 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 MarketPlace 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 MarketPlace 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 Jadu maintain on any portion of the MarketPlace (including, without limitation, the part of the MarketPlace where previously purchased or downloaded applications are stored on behalf of users) any Product or Professional Service that you have removed from the MarketPlace and provided written notice to Jadu 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 MarketPlace 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 Jadu'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 While Jadu does not intend, and does not undertake, to monitor all the Products or Professional Services or their content, if Jadu 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 Jadu's hosting policies or other terms of service as may be updated by Jadu from time to time in its sole discretion; (d) is being distributed by you improperly; (e) may create liability for Jadu; (f) is deemed by Jadu to have a virus or is deemed to be malware, spyware or have an adverse impact on Jadu's products or services; (g) violates the terms of this Agreement or the MarketPlace submission Policy ; (h) the display of the Product or Professional Service is impacting the integrity of Jadu servers (i.e., users are unable to access such content or otherwise experience difficulty); (i) is deemed by Jadu to add undue risk to Jadu software or the MarketPlace's users data or impair the user experience of Jadu Apps or the MarketPlace; or (j) is subject to continual user complaints in regards to your breach of your EULA, Jadu may at its sole discretion remove the Product or Professional Service from the MarketPlace, remove any Product or Professional Service from Buyer Services or from any part of the MarketPlace where previously purchased or downloaded applications are stored on behalf of users, or reclassify the Product or Professional Service. Jadu reserves the right to suspend or bar any Developer from the MarketPlace 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 Jadu, 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) Jadu 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 Jadu or which you may choose yourself and that you will be solely responsible for all applications that are developed under your developer credentials. Jadu may limit the number of Developer Accounts issued to you or to the company or organization you work for.
8.2 Jadu, at its sole discretion, may suspend or terminate your right to distribute Products or Professional Services on the MarketPlace for any reason, including but not limited to: (a) violation of the Agreement or the any applicable Jadu 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, Jadu may collect certain usage statistics from the MarketPlace and Buyer Services, including but not limited to, information on how the MarketPlace and Buyer Services are being used.
9.2 The data collected is examined in the aggregate to improve the MarketPlace for users and Developers and is maintained in accordance with Jadu'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 Jadu as set out below.
10.2 If you want to terminate this Agreement, you must provide Jadu 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 Jadu may at any time, terminate this Agreement with you if:

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

11. DISCLAIMER OF WARRANTIES

11.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE MARKETPLACE IS AT YOUR SOLE RISK AND THAT THE MARKETPLACE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.
11.2 YOUR USE OF THE MARKETPLACE AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MARKETPLACE 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 JADU 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 JADU, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OR DEFINITION 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 JADU 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 Jadu, 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 MarketPlace 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 Jadu may make changes to this Agreement from time to time. When these changes are made, Jadu will make a new copy of the Agreement available on the MarketPlace website. Jadu will also post a notification on the Jadu 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 MarketPlace.

15. General Legal Terms
15.1 This Agreement constitutes the whole legal agreement between you and Jadu and governs your use of the MarketPlace, and completely replaces any prior agreements between you and Jadu in relation to the MarketPlace.

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

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 Jadu 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 MARKETPLACE MAY BE SUBJECT TO 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 Jadu without the prior written approval of the other party. Neither you nor Jadu shall be permitted to delegate any responsibilities or obligations under this Agreement without the prior written approval of the other party.

15.7 This Agreement, and your relationship with Jadu under this Agreement, shall be governed by the laws of England and Wales. Notwithstanding this, you agree that Jadu shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

January 2011