AMO/Draft Developer Agreement

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The purpose of this Alpha version of the Developer Agreement is to help you understand what we are thinking about when it comes to developer app store terms. This document is still in flux and we continue to improve it, and any term may change (in some cases, significantly) before the final launch of the Firefox Market. So: use them to understand our mindset, but don’t rely on them to stay the same.

DEVELOPER AGREEMENT **Alpha**

Introduction

Mozilla Corporation (“Mozilla”, “us” or “we”) is committed to providing the best experiences possible for users of the Web. That is why Mozilla created the Firefox Market - a publicly available website allowing developers to distribute their client applications, add-ons, and Personas (“Apps”) to users for use on their devices.

Terms Governing Your Use of Firefox Market

As a developer, you are welcome to use the Firefox Market to facilitate the distribution of your App. Your use of the Firefox Market is subject to the terms and conditions of this Developer Agreement as well as the related Firefox Market policies referred to in this Agreement as well as posted in the Firefox Market (collectively, the “Terms”).

Acceptance of Terms

By indicating your acceptance below or otherwise using the Firefox Market to distribute an App, you represent that you are at least 18 years of age, and have full power, capacity, and authority to accept these Terms on behalf of yourself, or if applicable, your employer or such other entity that you represent. If you do not agree to these Terms or cannot make the foregoing representations, then you cannot use the Firefox Market to distribute your Apps. As we innovate and introduce new features for the Firefox Market, these Terms may need to change. We reserve the right to change these Terms in our sole discretion and if we do make changes, we will post a notice on the Firefox Market describing the changes that were made, so make sure to check back periodically. If you have any questions about these Terms or the Firefox Market, please email [TBD].

Management of Firefox Market

The inclusion and display of any App in the Firefox Market is at Mozilla’s sole discretion and you will be required to provide information about yourself (such as identification or contact details) as part of your registration for and use of the Firefox Market. You agree that any information you give to Mozilla will always be accurate, correct and up to date and that we may use that information in conjunction with our operation of the Firefox Market. While Mozilla is not obligated to review or test any App or its content, Mozilla may at any time review or test any of your Apps for compliance with this Agreement, the Firefox Market Policies, and any other applicable terms, obligations, laws, or regulations.

Pricing and Transaction Fees

You are responsible for setting any price associated with the download of your App and you may choose to distribute one or more Apps for free. If you want to charge a fee, you must have a valid payment account with a payment processor authorized by Mozilla. A “payment account” means an account issued by an authorized payment processor to you pursuant to a separate agreement between you and a payment processor, which authorizes the payment processor to collect and remit payments on the Developer’s behalf for Apps sold via the Firefox Market.

If you charge a fee for your App, then you are the merchant of record and will be charged a fee by Mozilla. The fee will be deducted by the payment processor out of the gross amounts collected for your App(s) or be payable by you to Mozilla. You can find the current fees at [TBD]. Mozilla reserves the right to modify the fees from time to time in its sole discretion.

Taxes

You, not Mozilla, are solely responsible for determining whether charging a fee to a user for downloading an App is taxable and the applicable tax rate for the payment processor to collect for each taxing jurisdiction where the App is made available for download for a fee. You are solely responsible for remitting taxes to the appropriate taxing authority based on the transaction and Mozilla does not have any obligations with respect to such Apps, including without limitation obligations to track and process payments, authenticate paid or previously paid downloads, maintain payment records, or pay, report, or charge sales, use or excise taxes.

Refunds

The applicable payment processor's standard terms and conditions regarding refunds will apply except the following terms apply to your distribution of Apps on the Firefox Market.

You authorize Mozilla to give the buyer a full refund of the App price if the buyer requests the refund within 30 minutes after purchase. After that period, refund requests may be approved or rejected by you, provided you respond within 30 days of the request. Refund requests that remain outstanding after 30 days may be escalated to Mozilla for our investigation.

As part of the Market enrollment process, you must authorize the applicable payment processor to allow Mozilla to grant refunds on your behalf. Mozilla may investigate abnormal volumes of refund requests for a particular App to ensure its quality and listing accuracy.

Support

You are solely responsible for providing reasonable technical support to end users and you will make appropriate support contact information available (including by displaying it in each App’s detail page) for customer support purposes. Failure to provide adequate support for your App(s) may result in low Apps ratings, less prominent Apps exposure, low sales, billing disputes, and suspension or removal from the Firefox Market.

Privacy-Related Obligations

You agree to provide end users with a legally adequate privacy notice that accurately describes any collection, use or disclosure of information provided by end users. If any information about the user or usage of the App is collected or transmitted outside of the user’s device on which the App is installed, the details of this collection will be provided in the description of the App and you will provide a link to a privacy policy detailing how the information is managed and protected. You may only use information for the purpose and in the manner authorized by the user and applicable law. You must have a data security retention policy that adequately protects your users by treating, storing, using and deleting the information in accordance with your privacy policy and applicable laws. You will adhere to our privacy related guidelines and follow applicable industry best practices.

Marketing Your App in Firefox Market

You are responsible for uploading your Apps to the Firefox Market, providing accurate App product and service information to users regarding the principal features and functionality of the App, and accurately disclosing the security permissions and user data necessary for the App to function on user devices. If any product and service information is inaccurate or needs to be updated or modified, you will promptly make such updates or modifications. Your App shall not imply in any way that it is produced or endorsed by Mozilla, unless you’ve received prior written approval from Mozilla.

App Content

Any App you distribute in the Firefox Market must adhere to Mozilla’s content and other policies for Developers. You can find our current policies here: [TBD].

Embedded Advertising

You will ensure that any advertising presented to end users of your App(s) complies with all requirements of this Agreement. For example, (i) your access to and use of information related to App end users’ use of embedded advertising must comply with our privacy-related requirements as well as applicable law; (ii) embedded advertising must comply with applicable laws and our policies at the time such advertising is accessed by any App end user; (iii) embedded advertising must not contain any “spyware,” “malware” or harmful code and must not cause injury to any person or damage to any property; and (iv) you must provide meaningful notice and have a procedure for end users to opt-out or opt-in (depending on applicable law and industry standards) to any tracking that leads to you or third parties tailoring advertisements or promotions to users.

Firefox Sync Add-ons

If your App utilizes any Firefox Sync APIs or software, you agree (a) that you and your App will use the Firefox Sync API solely for its intended purpose; (b) that your App will not hide or mask its identity as it uses Mozilla’s hosted Firefox Sync services and/or Firefox Sync APIs, including by failing to follow required identification conventions; and (c) that you and your Apps will not use the Firefox Sync APIs for any application or service that replicates or attempts to replicate Mozilla’s hosted Firefox Sync services or experience unless such use is non-confusing.

App Ratings & Statistics

Firefox Market allows end users who install an App to rate the App and provide commentary. Mozilla may provide aggregate statistics on App usage to the Developer of an App, including but not limited to: ratings, number of daily, weekly, and monthly installs, downloads, active daily users, and revenue. This information may be used to determine the placement of Apps in the Firefox Market and may be displayed publicly in the Market and through our APIs. While we use information about your Apps to provide and promote the Apps and Firefox Market, you may choose to keep some of the App statistics private against other developers and users.

Withdrawals and Takedowns

Removal by Developer

You may remove any of your Apps from future distribution via the Firefox Market at any time, but you must comply with this Agreement and any applicable terms in your agreement with the payment processor including but not limited to refund requirements. Removing an App from future distribution via the Firefox Market does not (a) affect the license rights of users who have previously purchased or downloaded the App, (b) remove your App from user machines, hardware, or other devices, or from any part of the Firefox Market where previously downloaded applications are stored on behalf of users, or (c) change your obligation to deliver or support such App or services that have been previously purchased or downloaded by users. Mozilla will not maintain on any portion of the Firefox Market any App that you have removed from the Firefox Market and provided written notice to Mozilla 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 App does not comply with applicable law.

If you remove an App from the Firefox Market pursuant to clauses (i), (ii), (iii) or (iv) of the preceding paragraph, and an end user purchased such App within a year before the date of takedown, at Mozilla's request, you will refund to each end user who purchased such App in the 365 days preceding the date of takedown, the amount paid by such end user for such affected App, less the transaction fee specifically allocated to the credit card/payment processing for the associated transaction.

Mozilla Takedowns

If Mozilla is notified by you or otherwise becomes aware and determines in its sole and reasonable discretion that any App or any portion thereof (including without limitation any trademark, logo or other brand feature associated with such App(s)); (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 Mozilla’s hosting policies or other terms of service; (d) is being distributed by you improperly; (e) may create liability for Mozilla or any third party; (f) is deemed by Mozilla to have a virus or is deemed to be malware, spyware or have an adverse impact on Mozilla’s or a third party’s network; (g) violates the Terms; or (h) the display of the App(s) is impacting the integrity of Mozilla servers (i.e., users are unable to access such content or otherwise experience difficulty), Mozilla may prevent the App(s) from being made available in the Firefox Market, remove the Apps from the Firefox Market, flag, filter, modify related materials (including but not limited to descriptions, screenshots, or metadata), reclassify the Apps, or take other reasonable corrective action, at its sole discretion. If you have any questions or concerns regarding a removal, you may contact us at [____].

Licenses

Mozilla encourages you to make your App available under an open source license such as the MPL for source code and a Creative Commons license for creative works. If you choose not to use such a license, then you grant the following license to Mozilla in order for us to facilitate the distribution of your App in the Firefox Market: You grant to Mozilla and its affiliates a non-exclusive, worldwide, royalty-free, sublicensable license to distribute, transmit, reproduce, publish, publicly and privately perform and display and otherwise use the App, including any updates, solely in connection with Mozilla’s provision of the Firefox Market. Mozilla and its affiliates may also (i) bundle and/or package, and permit users to bundle and/or package, your Apps with third party Apps for delivery and promotion of the Apps to users; and (ii) include your name, logo and/or App title in menus and other categories relating to the selection of App.

Each party shall own all right, title and interest, including without limitation all intellectual property rights, relating to its Brand Features. "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. 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 Mozilla and its affiliates a limited, non-exclusive license during the term of this Agreement to display your Brand Features for use in connection with the Firefox Market and in order to fulfill its obligations under this Agreement. Nothing in this Agreement gives Developer a right to use any of Mozilla’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

Publicity

Mozilla and its affiliates may include your Brand Features, screenshots, videos, and demonstrations of your App(s) and any content contained in, accessed by, or transmitted through the App(s) in presentations, marketing materials, marketing events, developer events, financial reports, website listings (including links to your website), press releases, and customer lists (which includes, without limitation, customer lists posted on Mozilla web sites) for purposes of marketing the Mozilla Firefox Market, Mozilla products and services, or publicizing your App.

Representations and Warranties

You represent and warrant that:

• You have and will maintain all necessary rights to post, display, perform, use, reproduce and transmit your App over the Web, worldwide, as well as the rights to authorize others (including Mozilla) to do the same;
• If your App contains any commercial identifiers such as a trademark, service mark, or trade dress, you have worldwide legal rights to use and authorize the use of the artwork, design, emblems, names, and other elements.
• If any information about the user or usage of the Apps is collected or transmitted outside of the user's computer, the details of this collection will be provided in the description of the App and you will provide a link to a privacy policy detailing how the information is managed and protected;
• The descriptions and other data you provide about the Apps are true to the best of your knowledge;
• The Apps are accompanied by an accessible license that describes the rights of users;

Disclaimer of Warranties

THE FIREFOX MARKET IS PROVIDED “AS IS”. MOZILLA, ITS CONTRIBUTORS, LICENSORS AND DISTRIBUTORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, EXCEPT AS REQUIRED BY LAW, MOZILLA, ITS CONTRIBUTORS, LICENSORS, SUBSIDIARIES, AFFILIATES AND DISTRIBUTORS WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT MOZILLA OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. IN NO EVENT SHALL MOZILLA AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT BE IN EXCESS OF THE GREATER OF (i) $100 OR (ii) THE TOTAL AMOUNTS PAID TO YOU BY MOZILLA IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIM.

Indemnification

If any third party brings a claim against Mozilla related to your actions or your App(s), you will defend and hold Mozilla harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.

General Legal Terms

This Agreement constitutes the whole legal agreement between you and Mozilla and governs your use of the Firefox Market, and completely replaces any prior agreements between you and Mozilla in relation to the Firefox Market. Except as otherwise expressly stated herein nothing in the Terms shall be deemed to grant you any right to use the trademarks, trade names, service marks, or trade dress of Mozilla or its licensors and Mozilla hereby reserves all right, title and interest therein. For information on our trademarks, please see our Trademark and Logo Usage Policies.

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

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.

EXPORT RESTRICTIONS. YOUR DISTRIBUTION OF APPS ON THE FIREFOX MARKET MAY BE SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO YOUR DISTRIBUTION OF APPS. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, USERS AND END USE.

The rights granted in this Agreement may not be assigned or transferred by you without the prior written approval of Mozilla. You are not permitted to delegate your responsibilities or obligations under this Agreement without the prior written approval of Mozilla.

This Agreement, and your relationship with Mozilla under this Agreement, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Mozilla agree to submit to the exclusive jurisdiction of the courts located within the county of Santa Clara, California to resolve any legal matter arising from this Agreement. Notwithstanding this, you agree that Mozilla shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Term and Termination

This Agreement will continue to apply until terminated by either you or Mozilla as set out below.

If you want to terminate this Agreement, you must provide Mozilla with thirty (30) days prior notice.

Mozilla may at any time suspend or terminate this Agreement with you if Mozilla is no longer going to provide the Firefox Market or Mozilla believes you have violated any policies or breached this Agreement.