Developer Terms of Service

Catalog Onboarding Terms and Conditions

Updated and posted June 26, 2017

Welcome, and thank you for your interest in AppDirect, Inc. (“AppDirect”) and AppDirect.com. AppDirect provides technology which enables users to browse, purchase and manage subscriptions to third-party software applications or other products or services. End users can access applications purchased in this manner through a single sign on system (the “Distribution Program”). These terms and conditions govern your use of AppDirect’s APIs, and your provision of Catalog Materials (as defined below), in anticipation of participation in AppDirect’s Community or Core Distribution Program. Participation in the AppDirect Community Distribution Program will be at Developer’s option, and will require Developer to enter into agreements directly with third-party resellers to market and sell its Applications as described in the Catalog. Participation in the AppDirect Core Distribution Program will be subject to AppDirect and Developer entering into a separate agreement governing the resale of the Applications by AppDirect or its resellers via the Core Distribution Program.

THE FOLLOWING TERMS AND CONDITIONS (the “Agreement”) CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN APPDIRECT AND YOU, AN INDEPENDENT APPLICATION DEVELOPER (“Developer”), AND GOVERNS THE TERMS UNDER WHICH DEVELOPER MAY SUBMIT DEVELOPER’S APPLICATION TO APPDIRECT TO BE CONSIDERED FOR INCLUSION IN THE COMMUNITY OR CORE DISTRIBUTION PROGRAM. BY CLICKING “I AGREE” TO THESE TERMS AND CONDITIONS ON APPDIRECT’S WEBSITE, SUBMITTING THE APPLICATION FORM SUBMITTING CATALOG MATERIALS OR CREATING A DEVELOPER ACCOUNT, DEVELOPER IS INDICATING THAT DEVELOPER HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THE FOLLOWING TERMS.

1. DEFINITIONS.

1.1 “API” means an application program interface, which interface exposes certain features, inputs, or outputs of a program available to external applications.

1.2 “Application” means each software as a service application or other product or service that Developer wishes to make available in the Catalog or Distribution Program, via the Developer Center.

1.3 “Catalog” means AppDirect’s catalog of Applications that have integrated and published to the distribution API for general availability to Channel Partners.

1.4 “Developer Center” means AppDirect’s Internet portal that enables Developers to set up Application profiles and distribution options, as well as manage customers and invoices.

1.4 “End User” means any user of the Applications, or any portion thereof.

1.5 “Intellectual Property Rights” means rights in patents, copyrights, trademarks, service marks, and trade names, and analogous rights in works of authorship, inventions, discoveries, improvements, methods, processes, formulas, designs, techniques, including, without limitation, applications and registrations for the foregoing, trade secret rights, and all other intellectual property or proprietary rights (whether registered or not) and arising under the laws of any jurisdiction.

1.6 “Usage Data” means data generated in connection with End User use of the Catalog or Distribution Program, including, but not limited to, transactional and Single Sign On data generated in connection with End User access and use of Applications.

2. ACCOUNT SETUP, INTEGRATION, AND LICENSE.

2.1 Developer Center Account Setup. To submit an Application for inclusion in the Catalog, Developer must create an account on the Developer Center, and choose a password. Developer will remain solely liable for maintaining the confidentiality of Developer’s password, and for any and all activity on the Developer Center taking place under the password. Developer must keep any and all required profile information accurate and up to date, including, without limitation, any payment information.

2.2 Application Integration.

Single Sign On. Developer will be responsible for implementing and maintaining support for Single Sign On access to each Application, which AppDirect currently enables through Open ID (http://openid.net).
AppDirect API Set. Developer will integrate the Application with the Distribution Program through the APIs documented in the AppDirect Developer Center currently located at devcenter.appdirect.com or such future location as AppDirect chooses (the “AppDirect APIs”), including, without limitation, APIs for billing, user management, provisioning, upgrade, downgrade, import, sync, and other features for each Application, and to maintain and enhance them throughout the term of this Agreement.
Developer API Uptime. Developer will be responsible for maintaining a 99.99 percent uptime with the API integration to AppDirect Community Distribution Program. In the case of an outage, AppDirect will notify the Developer who commits to responding to AppDirect within six hours and thereafter providing updates, no less frequently than daily, until the outage is resolved.

2.3 Application Hosting. As between the parties, Developer shall be solely responsible for hosting any Application that is a “software as a service” application that is not distributed to End Users, and for all associated network connectivity, maintenance, backup, and other hardware, software, and support and other services required to provide the Application to End Users, and shall bear all costs and expenses associated therewith.

2.4 Catalog Authorization. Developer hereby authorizes AppDirect to promote Developer’s Applications on the Catalog.

2.5 Catalog Materials. For each Application submitted to the Catalog, Developer shall upload and submit certain promotional and documentation content to its account on the Developer Center (the “Catalog Materials”) for use by AppDirect in connection with creating a profile page for the purpose of identifying, indexing, marketing, promoting, and supporting the Applications on the Catalog. Catalog Materials may include, but are not limited to marketing and promotional materials, logos, diagrams, specifications, FAQs, documentation, end user terms, descriptions of Applications and features, and support materials. Developer shall ensure that all such materials are accurate, compliant with law, and not misleading. Developer shall update such materials from time to time and ensure their continued accuracy.

2.6 No Obligation to Publish; Compliance with Policies. Applications and Catalog Materials must not contain infringing material, and must comply with the AppDirect policies as may be made available on the Developer Center as modified from time to time. AppDirect is under no obligation to publish any Application or Catalog Materials, and may, in its discretion, remove any Application or Catalog Materials at any time from the Distribution Program or any part thereof, and for any reason, including, without limitation, for failure to comply with any policies promulgated by AppDirect relating to Catalog Materials. Removing all Applications from the Distribution Program will constitute termination of this Agreement by Developer.

2.7 Licenses. In order to facilitate the inclusion of the Application on the Catalog, each party needs to grant the other certain rights, as follows:

Developer. Developer hereby grants AppDirect worldwide, nonexclusive, sublicensable, fully paid up, royalty free, rights and licenses to (i) market and promote in any medium, the Applications in the Catalog , on a standalone basis or bundled with other Applications; (ii) reproduce, distribute, display publicly, perform publicly, transmit, modify, and otherwise use the Catalog Materials; and (iii) reproduce, distribute, display publicly, transmit, and otherwise use Developer’s trademarks and logos (“Developer Marks”) in connection with the promotion of the Applications via the Catalog, it being understood that any and all goodwill generated through the use of Developer Marks inures solely to the benefit of Developer.
AppDirect. AppDirect hereby grants to Developer permission during the term of this Agreement to access and use the AppDirect APIs and related documentation made available by AppDirect through the Developer Center, solely for the purpose of integrating the Applications into the Catalog and Distribution Program for access and use by End Users.

3. INTELLECTUAL PROPERTY OWNERSHIP.

3.1 Developer IPR. As between the parties, Developer shall retain exclusive right, title and interest in and to the Applications (including any modifications or enhancements made thereto during the Term), the Catalog Materials, the Developer Marks and any and all Intellectual Property Rights in any of the foregoing.

3.2 AppDirect IPR. As between the parties, AppDirect shall retain exclusive right, title and interest in and to the (a) Distribution Program, (b) all visual interfaces, text graphics and other content included on the Distribution Program, (c) all underlying technology, software, Usage Data and other data, and other materials that implement and/or operate the Distribution Program (including, without limitation, the AppDirect APIs), (d) any and all modifications and enhancements made to (a) through (d) during the Term, and (e) any and all Intellectual Property Rights in or related to (a) through (d). For the avoidance of doubt, as between the parties, AppDirect shall retain rights to all AppDirect APIs and any other software or other technology (excluding the Application) that AppDirect, AppDirect’s employees or agents develop or integrate with the Distribution Program in connection with integration of any Application or otherwise supporting interoperation of the Application and the Distribution Program.

3.3 No Implied Licenses. All rights not expressly granted under this Agreement are hereby reserved. Except as expressly stated herein, nothing in this Agreement shall confer to either party any license or right of ownership in material owned by the other party.

4. TERM; SURVIVAL. This Agreement will continue until terminated by either AppDirect or Developer, for any reason or no reason, upon notice. Sections 1 and 3 through 9 will survive termination of this Agreement for any reason.

5. REPRESENTATIONS AND WARRANTIES.

5.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that:

it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required of it under this Agreement;
entering into of this Agreement and performance of its obligations under this Agreement do not and shall not violate any other agreement to which it is a party; and
this Agreement constitutes the legal, valid and binding obligation of such party.

5.2 Developer Representations and Warranties. Developer hereby represents and warrants to AppDirect that:

Developer is the creator and owner of, or has the necessary licenses, rights, consents, and permissions to grant and authorize AppDirect, its third-party resellers and End Users to access and use the Applications, the Developer Marks and Catalog Materials as necessary to exercise the rights and licenses granted in this Agreement and in the manner contemplated by AppDirect and this Agreement.
Developer will properly implement the AppDirect APIs and will perform in accordance with applicable descriptions and specifications (including, without limitation, any such descriptions and specifications provided in the Catalog Materials) and with the AppDirect Program Policies (including, without limitation, any applicable user interface guidelines), and Developer’s marketing and promotional materials related to the Applications (including, without limitation, any applicable Catalog Materials), are not false or misleading.
The Applications, Catalog Materials, and Developer Marks and AppDirect’s, its third-party resellers’, and their respective End Users’ interaction with, access to, or use of, the Applications, Catalog Materials, and the Developer Marks as permitted hereunder does not and will not: (a) infringe, violate, or misappropriate any third-party right, including, without limitation, any Intellectual Property Right; (b) slander, defame, libel, or invade the right of privacy, publicity or other rights of any person or entity, or contain false or misleading information; or (c) violate any law or governmental rule or regulation, including, without limitation, any law related to the collection, storage, processing, use, and disclosure of personal information.
Developer shall comply with all applicable laws and regulations, including without limitation any applicable data protection, privacy and anti-spam laws and regulations. Developer is responsible for ensuring that, if credit card data is stored or processed by Developer or in the Core Catalog Product(s), it complies with applicable Payment Card Industry Data Security Standards (“PCI DSS”) requirements and shall not store credit card and social security data in the Core Catalog Product except in the designated encrypted fields for such data.

5.3 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS OR WARRANTIES, AND THE PARTIES EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AND NEITHER MAKES ANY WARRANTS THAT ANY PARTICULAR RESULTS WILL BE DERIVED FROM THE USE OF THE DISTRIBUTION PROGRAM OR THE APPLICATIONS, OR ANY MATERIALS, DELIVERABLES, RECOMMENDATIONS OR SERVICES PROVIDED UNDER THIS AGREEMENT. SPECIFICALLY, EXCEPT AS EXPRESSLY STATED OTHERWISE HEREIN, THE DISTRIBUTION PROGRAM AND THE APPLICATIONS ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATION OR WARRANTY.

6. LIMITATION OF LIABILITY. IN NO EVENT SHALL APPDIRECT BE LIABLE TO DEVELOPER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES IN ANY MANNER IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT APPDIRECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER. IN NO EVENT WILL APPDIRECT’S TOTAL AGGREGATE LIABILITY TO DEVELOPER EXCEED THE AMOUNT OF DISTRIBUTION FEE ACTUALLY COLLECTED BY APPDIRECT HEREUNDER IN THE TWELVE MONTHS PRECEDING ANY CLAIM GIVING RISE TO LIABILITY. THE FOREGOING CAP IS AN AGGREGATE FOR ALL CLAIMS AND SHALL NOT BE INCREASED BY MULTIPLE CLAIMS.

7. INDEMNIFICATION. Developer shall indemnify, defend and hold harmless AppDirect and its third-party resellers, and its and their respective directors, officers, shareholders, agents and employees from and against any and all suits, actions, damages, costs, losses, expenses (including, without limitation, reasonable outside attorneys’ fees) and other liabilities (each, a “Claim”) arising from or in connection with (i) allegations that any Application, Catalog Materials or Developer Mark violates or infringes any Intellectual Property Right of a third party, invades or infringes any right of privacy, or right of publicity, or any other Intellectual Property Right of any third party, or is slanderous, defamatory, or libelous of any third party or that Developer or any Application, Catalog Materials or Developer Mark otherwise violates or infringes any other right of any person or entity and (ii) a breach or alleged breach of any of Developer’s representations or warranties set forth in this Agreement. Developer will have the right to conduct the defense of any such Claim and all negotiations for its settlement or compromise; provided, however, that (a) no settlement or compromise of such a Claim shall be entered into or agreed to without AppDirect’s prior approval (not to be unreasonably withheld or delayed) and (b) AppDirect shall have the right to participate, at its own expense, in the defense and/or settlement of any such Claim to the extent necessary to protect its own interests.

8. CONFIDENTIALITY. In connection with this Agreement, Developer may be exposed to and will be furnished with certain proprietary or non-public information, material or data relating to AppDirect’s businesses, technologies, products, productions, or services, or plans therefor, which are confidential and not otherwise available or known to the public, including, without limitation, the terms of this Agreement and the financial interests of the parties in the Agreement, and any unpublished APIs (“Confidential Information”). Develop shall keep confidential and not reveal or disclose any Confidential Information, during the term of this Agreement or thereafter to any third party; provided, however, that Developer may disclose Confidential Information to its employees and independent contractors with a need to know to perform Developer’s obligations under this agreement, and third-party counsel, advisors and accountants so long as all such third-party disclosures are made pursuant to written obligations of confidentiality no less protective than the terms of this Agreement. Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a wrongful disclosure by or at the direction of Developer, (b) is or becomes available to Developer on a non-confidential basis from a source that is entitled to disclose it to such party, (c) was known to Developer prior to receipt from AppDirect, or (d) is developed by Developer without the benefit of the Confidential Information. Notwithstanding any of the foregoing, Developer may disclose Confidential Information if and solely to the extent that such disclosure is required by law, court order, judicial process, subpoena, or similar process, or applicable rule or regulation, provided that Developer shall use commercially reasonable efforts to seek confidential treatment for any such disclosed Confidential Information, and to the extent legally permissible, promptly notify the disclosing party of such disclosure.

9. MISCELLANEOUS.

9.1. Non-waiver. The failure by a party to take action by reason of any default by the other party, whether in a single instance or repeatedly shall not constitute a waiver of any such default or of the performance required of the defaulting party. The express waiver by a party of any provision of this Agreement or a default by the other party in any one instance shall not be construed as a waiver of the same provision or default in any subsequent instance.

9.2 Notices. Any notice required or permitted under this Agreement or by law shall be in writing by email, and shall be deemed given upon sending, unless the sender receives a notice of non-delivery within 4 hours of sending. In the case of AppDirect, notices should be sent to developers@appdirect.com, and in the case of Developer, to the email address listed in Developer’s profile in the Developer Center.

9.3 Entire Agreement. This Agreement constitutes the entire agreement between Developer and AppDirect pertaining to the subject matter hereof, and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

9.4 Modifications. AppDirect may modify this Agreement this Agreement from time to time for a variety of reasons, for example, to reflect changes to the law or changes to the Distribution Program. Developer should take the time to review this Agreement regularly. AppDirect will notify Developer of any material modifications to this Agreement electronically (by email, newsletter, on our website, through the Developer Center or otherwise). AppDirect will use commercially reasonable efforts to provide such notice no less than 30 days prior to the effective date of the modification, but will not be obligated to do so in the event the modification is necessary for AppDirect to avoid liability or comply with law. Any such modifications will not apply retroactively and will become effective as of the date the revised Agreement is posted. If Developer does not agree to the modified Agreement, Developer may discontinue Developer’s participation in the Distribution Program and terminate this Agreement. Developer’s continued participation under this Agreement after the effective date of modification will constitute Developer’s agreement to the Agreement as revised.

9.5 Headings and Captions. The headings and captions used in this Agreement are for convenience of reference only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions hereof.

9.6 Governing Law and Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of California, without regard its choice of law or conflict of law provisions. The resolution of any dispute arising out of this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts in Santa Clara County, California, and both parties hereby submit to the exclusive jurisdiction of, and agree that venue is proper in, these courts in the resolution of any such dispute.

9.7 Severability. If any provision of this Agreement as applied to either party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, it shall be revised so as to effectuate the intent of the parties to the maximum extent possible, of if not capable of such revision will be deemed severed from this Agreement, and the remaining provisions of this Agreement will remain in force and unaffected.

9.8 Assignment. Developer may not assign its rights or delegate its obligations hereunder, including, without limitation, by operation of law, without the express prior written approval of AppDirect, except that prior written approval shall not be required for Developer to assign this Agreement, along with all its rights, licenses, and obligations, to an entity that succeeds to all or substantially all of Developers assets related to this Agreement in the event of a merger (irrespective of which party to such merger is the surviving party), change of control, acquisition, or other corporate reorganization. AppDirect may assign its rights or delegate its obligations hereunder without the consent of Developer in AppDirect’s sole discretion. Any attempt to assign this Agreement other than as permitted herein shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

9.9 Independent Contractors. Each party’s performance of its duties and obligations under this Agreement shall be that of an independent contractor and nothing herein shall create or imply an agency relationship between the parties, nor shall this Agreement be deemed to constitute a joint venture or partnership between the parties.