Extension Developer Agreement
This agreement (“Agreement”) contains terms of the relationship between you (the Extension Developer accepting this Agreement and any of your Affiliates using your Account) and AbanteCart or its Affiliate (“AbanteCart”) relating to your use of the AbanteCart Marketplace.
By submitting an Extension and any related materials to AbanteCart Marketplace, Extension Developer
(a) represents that the person accepting this Agreement has the requisite authority to accept this Agreement on behalf of Extension Developer, and
(b) agrees to be bound by the terms and conditions contained in the Agreement then in effect on the date of acceptance or submission.
Terms and Conditions
1) Definitions. In this Agreement the following definitions apply:
- “Extension” means a AbanteCart Extension.
- “Extension Proceeds” means Net Receipts minus the Store Fee.
- “Certification” means the process specified by AbanteCart for determining the compliance of an Extension with the Certification Requirements. An Extension is “Certified” when (i) AbanteCart (or AbanteCart’s designated certification provider) confirms that the Extension has successfully completed Certification and (ii) the Extension is packaged and signed for AbanteCart Marketplace.
- “Certification Requirements” means the technical, functional, content, and other policy requirements provided by AbanteCart for Extensions offered through the AbanteCart Marketplace.
- “Covered Parties” means, collectively, AbanteCart, authorized resale partners and network operators that provide billing services for AbanteCart Marketplace.
- “Marks” means the trademarks, logos, icons, short and long product descriptions, Extension titles, Extension's names, and screenshots you provide to AbanteCart in connection with the submission of your Extensions for AbanteCart Marketplace.
- “AbanteCart Mark” means the AbanteCart Marketplace logo, icon
- “AbanteCart Marketplace account” means the unique user name and password that identifies a customer in AbanteCart Marketplace system
- “Net Receipts” means the total amounts collected from Purchasers in connection with the purchase of an Extension through the AbanteCart Marketplace, (i) minus any sales, use, or VAT/GST taxes collected from Purchasers for remittance by AbanteCart or a billing service provider and (ii) minus any amounts refunded to Purchasers or charged back by AbanteCart or its billing service provider or other authorized partner.
- “Purchaser” means any end user customer of the AbanteCart Marketplace who acquires an Extension, regardless of whether such customer pays a fee to obtain the Extension or gets it free of charge.
- “AbanteCart Marketplace” means an AbanteCart branded platform provided by AbanteCart Marketplace, however named, through which Extensions may be offered to or acquired by Purchasers.
- “USD” means United States Dollar.
2) AbanteCart Marketplace Developer Account. You are required to open a Marketplace Account in order to submit Extensions to AbanteCart Marketplace. AbanteCart Marketplace may use the contact information you provide with your Marketplace Account to send you newsletters and information regarding events, contests, promotions, and the like. Only you may use your Marketplace Account, and you are responsible for all activity that takes place with your Marketplace Account. You may not share your user name and password or otherwise authorize any third party to access or use the AbanteCart Marketplace behalf. You must keep your account in good standing, which includes complying with this Agreement, keeping your information current, and providing only true, complete and accurate information in connection with your Marketplace Account. AbanteCart may verify the information you submit, which may include providing your information to third party verification services. Failure to keep your account in good standing may result revocation of your Account, removal of your Extensions from AbanteCart Marketplace, loss of ratings and reviews, and forfeiture of any associated Account fees or balances.
3) Your Participation in the AbanteCart Marketplace.
- Submission. You must submit to AbanteCart Marketplace each Extension that you wish to make available in AbanteCart Marketplace. You are solely responsible and liable for the Extensions you submit. You are responsible for supporting your Extensions. All copies of the Extensions you submit will be retained (or destroyed) by AbanteCart Marketplace and will not be returned. You are responsible for maintaining your own backup copies.
- Certification. Within a reasonable period of time after you submit an Extension to AbanteCart Marketplace, AbanteCart Marketplace representative will evaluate the Extension to determine whether the Extension complies with the Certification Requirements. You agree to cooperate with AbanteCart Marketplace and its representative in this process. AbanteCart Marketplace may also evaluate your Extensions periodically after they become available in the Marketplace to verify that they comply with this Agreement.
- Extension Availability. AbanteCart has no obligation to make any Extension available in the AbanteCart Marketplace, even if the Extension has been Certified.
- Extension Placement. AbanteCart Marketplace reserves the right, in its sole discretion, to make all decisions regarding placement or promotion of Extensions in the Abantecart Marketplace.
- Removal. AbanteCart Marketplace reserves the right to remove any Extension from availability in the AbanteCart Marketplace for any reason. Reasons may include, without limitation, (i) your breach of the terms of this Agreement or the Documentation; (ii) your express termination of this Agreement or of the license grants associated with an Extension; (iii) an assertion or claim that your Extension infringes the intellectual property rights of a third party. Unless your Extension is removed or disabled for breach of this Agreement or in response to an infringement allegation, AbanteCart Marketplace will pay to you the amounts owed, if any, in connection with the purchase of your Extension before removal.
- Product Ratings. The AbanteCart Marketplace allows Purchasers to comment on and rate Extensions. AbanteCart Marketplace may use those ratings and other data to determine the placement or marketing of the Extensions. Your Extensions may be subject to ratings with which you may not agree. You may not attempt to manipulate ratings or rankings for your Extensions or any other Extensions.
4) Extension Requirements. Each Extension you submit to AbanteCart Marketplace must comply with the following requirements (the “Extension Requirements”):
- The Extension must comply with and remain in compliance with this Agreement and all requirements and obligations detailed in the Documentation, as any of these may be revised from time to time.
- The Extension must comply with the applicable laws of each jurisdiction into which you choose to make the Extension available, including (i) export control laws; (ii) data protection, privacy, and other laws and regulations relating to collection and use of user information by your Extension; (iii) and content ratings regulations. Extensions made available through the AbanteCart Marketplace may be subject to the U.S. Export Administration Regulations (EAR), regardless of the origin of the Extension. As such, AbanteCart requires that Extensions must be lawfully distributable to all jurisdictions without additional review, approval, license, or technology-based restriction by any governmental entity.
- You are, and will continue to be, at your sole cost and expense, responsible for securing, reporting and maintaining all necessary rights, clearances and consents and paying all licensing fees costs and/or consideration associated with providing music or video (and all content embodied therein) in and through your Extension, and for undertaking all associated reporting obligations related thereto.
- Your Extension must not contain any viruses, hidden content or other malicious Extensions (including, for example, any “trap doors,” “worms,” “Trojan horses,” “time bombs,” back doors, disabling devices, or code blocks) or other unauthorized, hidden, or harmful programs. e. If your Extension includes Free and open-source software, you must comply with all applicable license terms, including any source code availability requirements.
5) Extension Pricing; Taxes on Extension Transactions.
- When you submit an Extension to AbanteCart, you may designate the price (if any) to be charged to Purchasers, and AbanteCart will charge that price in making your Extension available in the AbanteCart Marketplace.
- AbanteCart Marketplace (or its billing service provider) will collect and remit sales, use, goods and services, value added or similar taxes, if any, applicable to Purchasers acquisition of your Extension(s) through the AbanteCart Marketplace.
6) Payment Terms and Fees.
- As complete payment to you in connection with your participation in the AbanteCart Marketplace under this Agreement, AbanteCart will pay you applicable Extension Proceeds, if any. The Marketplace Fee you owe to AbanteCart for making your Extensions available through the AbanteCart Marketplace will be deducted from payments made to you.
- Extension Proceeds. Extension Proceeds will be calculated on a monthly basis by deducting the Marketplace Fee, including the Commerce Expansion Adjustment, where applicable, from Net Receipts for the applicable month. If total Extension Proceeds payable to you for a month exceed USD $100, then AbanteCart Marketplace will remit payment to you. If total Extension Proceeds for the month are less than USD $100, then AbanteCart Marketplace may elect to carry forward the amount owed to subsequent months, with issuing credit to your accout, until the total amount owed exceeds USD $100.
- If AbanteCart Marketplace removed any of your Extension(s) from the Marketplace during the applicable month for breach of this Agreement or in response to an allegation of intellectual property infringement, AbanteCart Marketplace may deduct any costs incurred in connection with the removal of such Extension(s) from any Extension Proceeds otherwise payable to you. If AbanteCart Marketplace terminated your account during the applicable month for breach of this Agreement, AbanteCart Marketplace may deduct any costs incurred in connection with closing your Account from any Extension Proceeds otherwise payable to you for the applicable month.
- Payment Processing. AbanteCart Marketplace will make all Extension Proceeds payments to you in accordance with AbanteCart Marketplace current payment policies, which include payment via PayPal to the details listed in our records. AbanteCart Marketplace is not responsible for delay, loss or misapplication of funds due to incorrect or incomplete information supplied by you. If you are outside of the United States of America, AbanteCart Marketplace may remit payment to you in the local currency of your address for payment, using AbanteCart’s then current rates for converting USD into your local currency. You acknowledge that the amount you actually receive will depend in part on the rates and fees imposed by your financial institution and on any applicable tax withholding requirements, and that the amount you receive will be inclusive of any sales, use, or value-added taxes that may be chargeable between you and AbanteCart Marketplace in connection with the Marketplace Fee. You must provide AbanteCart (or its third party payment processor) with all financial, tax and banking information requested in order to make payment of amounts owed under this Agreement. AbanteCart Marketplace will notify you of any changes to the required information via updates to the Documentation. Failure to provide such information or to keep such information current and accurate, may result in AbanteCart Marketplace removal of your Extension from AbanteCart Marketplace and forfeiture of amounts owed to you under this Agreement.
- Taxes on payments. You are responsible for your own taxes, including taxes unique to where you reside, related to payments you may receive under this Agreement. You are also responsible for paying any sales, use, or value-added taxes (if any) that are chargeable by you to AbanteCart in connection with the Marketplace Fee that AbanteCart collects as a fee for acting as your agent in making the Extension(s) available in AbanteCart Marketplace. If taxes are required to be withheld on any amounts to be paid by AbanteCart to you, AbanteCart will deduct such taxes from the amount owed and pay them to the appropriate taxing authority and will secure and deliver to you an official receipt for any such taxes withheld. AbanteCart shall use reasonable efforts to minimize such taxes to the extent permissible under applicable law, and each party shall reasonably cooperate with the other to obtain the lowest tax rates or elimination of such taxes pursuant to the applicable income tax treaties.
- Reconciliation and Offset. You are responsible for all costs and expenses for returns and chargebacks of your Extensions, including the full refund and chargeback amounts paid or credited to Purchasers. Refunds processed after you receive the Extension Proceeds will be debited against your account. AbanteCart Marketplace may offset any amounts owed to AbanteCart Marketplace against amounts AbanteCart Marketplace owes to you.
7) Warranties. You represent and warrant to AbanteCart Marketplace and each Covered Party, as applicable, that:
- You have the power and authority to enter into this Agreement and to fully perform your obligations under this Agreement;
- You are at least 18 years of age (or of an age of full legal capacity in the location where you reside) on the date you submit your Extension(s) to AbanteCart Marketplace;
- In making your Extension available in the AbanteCart Marketplace, you are not and will not violate any agreements to which you are a party or of which you are otherwise aware;
- You have obtained any and all consents, approvals or licenses (including written consents of third parties where applicable) required for you to make your Extension available in AbanteCart Marketplace and for your Extension(s) to access any Internet-based services, if any, to which the Extension(s) enables access; and
- The information you provide to AbanteCart Marketplace under or in connection with this Agreement is true, accurate, current, and complete.
- Confidential Information. Each party agrees that at all times during the term of this Agreement, and for five (5) years thereafter, the recipient of Confidential Information under this Agreement will hold in confidence, and will not use or disclose any Confidential Information to any third party (other than in response to lawful requests from law enforcement authorities or to Covered Parties or permitted contractors to the extent they are performing the receiving party’s obligations under this Agreement subject to confidentiality obligations. The term “Confidential Information” means all non-public information that a party designates, either in writing or verbally, as being confidential, or which, under the circumstances of disclosure, ought to be treated as confidential. Confidential Information includes information relating to (i) business policies or practices of a party, (ii) customers or suppliers of a party, or (iii) information received from others that the disclosing party is obligated to treat as confidential, but does not include information that was known to the receiving party prior to disclosure by the disclosing party, or information that becomes publicly available through no fault of the receiving party. If you have any questions as to what comprises AbanteCart Confidential Information, you agree to consult with AbanteCart.
9) Disclaimer, Limitation of Liability, and Defense of Claims.
- DISCLAIMER OF WARRANTY. WE PROVIDE THE ABANTECART MARKETPLACE SERVICE "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE." YOU BEAR THE RISK OF USING THE ABANTECART MARKETPLACE SERVICE TO OFFER AND PROVIDE YOUR EXTENSION(S) TO PURCHASERS. TO THE EXTENT PERMITTED BY LOCAL LAW, ABANTECART, ON BEHALF OF ITSELF AND EACH COVERED PARTY, EXCLUDES ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE OF PRODUCT LIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT, RELATING TO THE ABANTECART MARKETPLACE SERVICE. WITHOUT LIMITING ANY OF THE FOREGOING, COVERED PARTIES EXPRESSLY DISCLAIM ANY WARRANTIES THAT ACCESS TO OR USE OF THE ABANTECART MARKETPLACE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.
- LIMITATION OF LIABILITY. UNDER THIS AGREEMENT, YOU CAN RECOVER FROM ABANTECART AND ITS AFFILIATES ONLY DIRECT DAMAGES UP TO AN AMOUNT EQUAL TO YOUR ACCOUNT FEE. YOU AGREE NOT TO SEEK TO RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES FROM ANY COVERED PARTY. THESE LIMITS AND EXCLUSIONS APPLY EVEN IF COVERED PARTY KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU BECAUSE YOUR STATE OR COUNTRY MAY NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES.
- Duty to defend. You will defend, indemnify and hold harmless each Covered Party, as applicable, from and against any and all claims made or brought by an unaffiliated third party, and costs, losses, damages and expenses (including reasonable attorneys’ fees) relating thereto: (i) alleging that your Extension infringes its copyright, trademark, or patent rights, or misappropriates its trade secret or undisclosed information; (ii) arising from a failure of your Extension to comply with any of the Extension Requirements; (iii) relating to the use of or inability to use the Extension, including any product liability claims; or (iv) arising from any breach of any warranty in this Agreement by you. Your obligations under this subsection are subject to all of the following conditions: Covered Party will (A) notify you promptly in writing of the claim; provided however, a Covered Party’s failure to notify you shall not relieve you of any liability that you may have, except to the extent that such failure materially prejudices your legal rights; and (B) provide you with reasonable assistance in defending the claim (and you will reimburse Covered Party for any reasonable out-of-pocket expenses incurred in providing that assistance). You will not make any settlement or compromise of a claim, or admit or stipulate any fault or liability on the part of a Covered Party, with respect to any claim without such Covered Party’s express prior written consent.
10) Term and Termination.
This Agreement will remain in effect until terminated.
- Termination for convenience. Either of us may terminate this Agreement at any time and for any reason (or no reason) by giving at least sixty (60) days written notice.
- Termination for breach. Either of us may terminate this Agreement immediately in the event of a material breach of this Agreement by the other party which is not cured within thirty (30) days after receipt of written notice of the breach.
- If you or AbanteCart Marketplace terminate this Agreement, or if you request that AbanteCart remove your Extension from the AbanteCart Marketplace, you agree that AbanteCart may retain a copy of the affected Extension(s) and, unless the Extension was removed from the AbanteCart Marketplace because of an allegation or judgment of intellectual property infringement, you grant to AbanteCart a perpetual, limited license to reproduce and provide such Extension(s) to Purchasers who previously downloaded the Extension(s) and need to re-download the Extension(s) as a result of storage management, backup and restore, technical or other reasons.