Marketplace Developer Agreement

Developer Agreement

Note: The proposed full version of the Developer Agreement for the Mozilla Marketplace is currently under review and comment on our governance mailing list. When the Mozilla Marketplace is fully launched, we will ask for your consent to the final Developer Agreement.

February 23, 2012

Summary

This top section is a summary of the terms below. It is provided as an aid to your understanding - but be sure to read the entire document, because when you agree to it, you are indicating you accept all of it, not just this summary:

1. You must be at least 18 to be a Developer of Marketplace Content or have your parent consent, supervise and interact with the Mozilla Marketplace on your behalf. Regardless, you have to be at least 13 years old.

2. You must comply with all terms and policies with respect to the Mozilla Marketplace, including guidelines around privacy and content.

3. Our use of your data will be in accordance with our privacy policy.

4. We can remove your App or Add-on from the Mozilla Marketplace if we find it harmful or objectionable or if you violate our policies or these Terms.

5. You are the merchant of record for each sale of your App or Add-on, which means you’re responsible for taxes, pricing, export regulations, compliance with laws, refunds and support with respect to your App.

6. Don’t do anything illegal or that could hurt us or others.

7. We’re not responsible for your use of the Mozilla Marketplace, your Marketplace Content, or the actions of other users, including other developers.

8. You’ll be responsible for your Marketplace Content and your use or misuse of the Mozilla Marketplace.

Introduction

Mozilla Corporation (“Mozilla”, “us” or “we”) is committed to promoting choice and innovation on the web. That is why Mozilla created the “Mozilla Marketplace” &endash; a publicly available website allowing developers to distribute their (i) client applications (“Apps”) or (ii) extensions or themes that extend the functionality of the Firefox browser (“Add-ons”) (together, “Marketplace Content”) to users for use on their devices. Terms Governing Your Use of Mozilla Marketplace

As a developer, you are welcome to use the Mozilla Marketplace to facilitate the distribution of your Marketplace Content. Your use of the Mozilla Marketplace is subject to the terms and conditions of this Developer Agreement, the Mozilla Marketplace Terms of Use as well as the related Mozilla Marketplace Policies referred to in this agreement as well as posted in the Mozilla Marketplace (collectively, the “Terms”).

Acceptance of Terms

By indicating your acceptance below or otherwise using the Mozilla Marketplace to distribute an App, you represent that you are at least 18 years of age, and have the full power, capacity, and authority to accept these Terms. If you are under 18 or do not have full power, capacity and authority to accept these Terms, then your parent or legal guardian needs to consent to your development of the Marketplace Content, agree to be bound by these Terms and interact with the Mozilla Marketplace on your behalf. Regardless, you represent that you are over the age of 13, as the Mozilla Marketplace is not available to users under the age of 13.

If you are submitting Marketplace Content on behalf of your employer or other entity you represent than you must have the authority to accept these Terms on behalf of 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 Mozilla Marketplace to distribute your Marketplace Content. As we innovate and introduce new features for the Mozilla Marketplace, 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 Mozilla Marketplace describing the changes that were made, so make sure to check back periodically. If you have any questions about these Terms or the Mozilla Marketplace, please email us. Mozilla Marketplace Privacy Policy

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 Mozilla Marketplace as a Developer. You agree that any payment information provided to payment providers will always be accurate, correct and up to date. By using the Mozilla Marketplace, you agree that Mozilla will use your information in conjunction with our operation of the Mozilla Marketplace in accordance with the information handling practices in the Mozilla Marketplace Privacy Policy.

Management of Mozilla Marketplace

You are the merchant of record for your Marketplace Content. Because we need to be able to manage the Mozilla Marketplace (including preventing abuse), the inclusion and display of any Marketplace Content in the Mozilla Marketplace is at Mozilla’s sole discretion. While Mozilla is not obligated to review or test any Marketplace Content or its content, Mozilla or its community may at any time review or test any of your Marketplace Content for compliance with these Terms and any other applicable terms, obligations, laws, or regulations.

Pricing and Transaction Fees

You are the merchant of record for the sales of your Marketplace Content. As such, you may choose to distribute your Marketplace Content for free or for a fee and you are solely responsible for setting any price associated with the download of your App. 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 that payment processor, which authorizes the payment processor to collect and remit payments on the your behalf for Marketplace Content sold via the Mozilla Marketplace.

We offer certain integrated payment processors for App purchases. If you charge a fee for your App and you use one of the integrated payment processors, then we will charge you a fee for each transaction. Our fees will be deducted by the payment processor out of the gross amounts collected for your App(s) or be separately payable by you to us. You can find our current fee schedule at https://developer.mozilla.org/en/Apps/Marketplace_Payments. We reserve the right to modify the fees from time to time in our sole discretion.

Taxes

Since you, not Mozilla, are selling your Marketplace Content as the merchant of record, you 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. For clarity, Mozilla does not have any tax obligations to you with respect to such Marketplace Content, 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. Please see Mozilla’s Tax FAQ for more information and make sure to consult your attorney or tax board to determine whether you need to collect and remit taxes.

Refunds

The applicable payment processor's standard terms and conditions regarding refunds will apply to the purchases of Apps. Additionally, we require that you consent to certain minimum refund rules, as laid out in this section.

You authorize Mozilla to give the buyer a full refund of the Marketplace Content price on your behalf if the buyer requests the refund within 30 minutes after purchase. After that period, refund requests may be approved or rejected by you. You must respond to refund requests within 30 days of the request and refund requests that remain outstanding after 30 days may be sent to Mozilla by the buyer 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 piece of Marketplace Content 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 App ratings, less prominent App exposure, low sales, billing disputes, and suspension or removal from the Mozilla Marketplace.

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. All Apps are required to have a privacy policy. Add-ons are required to have a privacy policy if any information about the user or usage of an Add-on is collected or transmitted outside of the user’s device on which the Add-on is installed. You may only use user information for the purpose and in the manner authorized by the user and applicable law. You must have a data security and deletion policy that adequately protects your users by treating, storing, using and deleting information in accordance with your privacy policy and applicable laws. You will adhere to our privacy related guidelines and follow applicable industry best practices.

You will ensure that any advertising presented to end users of your Marketplace Content complies with all requirements of these Terms. For example, (i) embedded advertising and your use of data derived from such advertising must comply with our privacy-related requirements as well as applicable law; (ii) embedded advertising must comply with applicable laws and our policies; (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.

Marketing Your App in Mozilla Marketplace

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

Any Marketplace Content you distribute in the Mozilla Marketplace must adhere to Mozilla’s content and other policies for developers. You can find our current policies here: https://developer.mozilla.org/en/Apps/Marketplace_Review.

BrowserID

Certain Marketplace Content uses BrowserID for authentication. We will provide you with receipts for purchases of your Marketplace Content by users. You represent and warrant that any information you are provided from Mozilla about users will be used solely in accordance with a user’s consent and your privacy policy.

Firefox Sync Add-ons

If your App or Add-on utilizes any Firefox Sync APIs or software, you agree (a) that you and your App or Add-on will use the Firefox Sync API solely for its intended purpose; (b) that your App or Add-on 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 or Add-ons 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

Mozilla Marketplace allows end users who install Marketplace Content to rate that Marketplace Content and provide commentary. Mozilla may provide aggregate statistics regarding Marketplace Content usage to the developer of Marketplace Content, 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 Marketplace Content in the Mozilla Marketplace and may be displayed publicly in the Mozilla Marketplace and through our APIs. While we use information about your Marketplace Content to provide and promote the Marketplace Content and Mozilla Marketplace, certain features of the Mozilla Marketplace allow you to keep some of the raw Marketplace Content statistics private against other developers and users.

Withdrawals, Takedowns and Termination

Removal by You

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

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

If you remove all your Marketplace Content from the Mozilla Marketplace, you may terminate these Terms by providing Mozilla with 30 days prior written notice of such termination. All of your obligations under these Terms related to your Marketplace Content shall survive any termination of these Terms, including your obligation with respect to outstanding refunds, any representations and warranties as well as indemnification to Mozilla.

Mozilla Takedowns

Mozilla has the right (though not the obligation) to, in Mozilla’s sole discretion, remove any content that, in Mozilla’s reasonable opinion, violates any Mozilla policy or is in any way harmful or objectionable.

Without limiting the foregoing, if Mozilla is notified by you or otherwise becomes aware and determines in its sole and reasonable discretion that any Marketplace Content or any portion thereof (including without limitation any trademark, logo or other brand feature associated with such Marketplace Content): (a) violates the intellectual property rights or any other rights of anyone; (b) violates applicable law or is subject to an injunction; (c) violates Mozilla’s Content Policy or other posted policy; (d) is being distributed by you improperly; (e) may create liability for Mozilla or anyone else; (f) is deemed by Mozilla to have a virus or be malware, spyware or have an adverse impact on Mozilla’s or anyone else’s networks or computers; or (g) violates these Terms, Mozilla may prevent the Marketplace Content from being made available in the Mozilla Marketplace, remove the Marketplace Content from the Mozilla Marketplace, flag, filter, modify related materials (including but not limited to descriptions, screenshots, or metadata), reclassify the Marketplace Content, or take other corrective action, at its sole discretion. If you have any questions or concerns regarding a removal, you may contact us at app-reviews@mozilla.org.

Mozilla may at any time suspend or terminate these Terms with you if Mozilla is no longer going to provide the Mozilla Marketplace or Mozilla believes you have violated any policies or breached these Terms.

Licenses

Mozilla encourages you to make your Marketplace Content available under an open source license such as the MPL for source code and a Creative Commons license for creative works. You grant the following license to Mozilla in order for us to facilitate the distribution of your App in the Mozilla Marketplace: 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 Marketplace Content, including any updates, solely in connection with Mozilla’s provision of the Mozilla Marketplace. Mozilla and its affiliates may also (i) bundle and/or package, and permit users to bundle and/or package, your Marketplace Content with third party Marketplace Content for delivery and promotion of the Marketplace Content to users; and (ii) include your name, logo and/or Marketplace Content title in menus and other categories relating to the selection of Marketplace Content.

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 these Terms, 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 these Terms, you grant to Mozilla and its affiliates a limited, non-exclusive license during the term to display your Brand Features for use in connection with the Mozilla Marketplace. Nothing in these Terms gives you 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 Marketplace Content and any content contained in, accessed by, or transmitted through your Marketplace Content 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 Marketplace, Mozilla products and services, or publicizing your Marketplace Content. 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 Marketplace Content over the Web, worldwide, as well as the rights to authorize others (including Mozilla) to do the same;

- If your Marketplace Content 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 Marketplace Content is collected or transmitted outside of the user's computer, the details of this collection will be provided in the description of the Marketplace Content and you will provide a privacy policy detailing how the information is managed and protected;

- The descriptions and other data you provide about the Marketplace Content are true to the best of your knowledge;

- The Marketplace Content are accompanied by an accessible license that describes the rights of users;

Disclaimer of Warranties

The Mozilla Marketplace 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’S AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS 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.

Release; Indemnification

You release Mozilla, its officers, employees, agents and successors from claims, demands and damages of every kind or nature arising out of or related to any disputes with other users, including developers of Marketplace Content.

If any third party brings a claim against Mozilla related to your use of the Mozilla Marketplace or your Marketplace Content, 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

These Terms constitute the whole legal agreement between you and Mozilla and governs your use of the Mozilla Marketplace, and completely supercedes any prior agreements between you and Mozilla in relation to the Mozilla Marketplace. Nothing in these 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 these Terms (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 these Terms are invalid, then that provision will be removed from these Terms without affecting the rest of these Terms. The remaining provisions of these Terms will continue to be valid and enforceable.

EXPORT RESTRICTIONS. YOUR DISTRIBUTION OF MARKETPLACE CONTENT ON THE MOZILLA MARKETPLACE 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 MARKETPLACE CONTENT. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, USERS AND END USE.

The rights granted in these Terms 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 these Terms without the prior written approval of Mozilla.

These Terms, and your relationship with Mozilla under these Terms, 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 these Terms. 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.