01. Introduction
In order to sell a product within the AppThemes Marketplace, you are required to agree to the following Developer Terms of Service (D-TOS). These terms are cumulative with the overall AppThemes Terms of Service (TOS).
02. Definitions
“AppThemes” – AppThemes, Inc., a California corporation.
“Developer” or “you” – a person who is selling a product in the AppThemes Marketplace.
“Marketplace product” – an extension, plug-in, add-on, child theme, regular theme, or any other code related to AppThemes and/or WordPress that has been submitted for approval in, or currently for sale in the AppThemes Marketplace.
03. Compatibility
AppThemes is committed to its customers to support all major browsers and WordPress. These include the latest versions of: Firefox, Safari, Chrome, Internet Explorer 9+, and WordPress 3.5+. All Marketplace products must also maintain this compatibility. Marketplace products that do not maintain required compatibility may be removed from the Marketplace at the discretion of AppThemes.
04. Payment Processing
The Marketplace will use one or more payment processing systems. You agree to abide by the terms and conditions of those payment processing systems. You agree that AppThemes may change its payment processor(s) at any time. You agree that you will be responsible for any consumer initiated refund requests to their issuing bank (“chargebacks”) relating to purchases of your Marketplace products, and that AppThemes may deduct such chargebacks from your earnings.
05. Licensing
WordPress and AppThemes products are licensed under version 3 of the GNU General Public License (“GPLv3”) or later. Because Marketplace Products will necessarily be derivative works (in the copyright-law sense) of AppThemes and WordPress, they must also be licensed under the GPLv3 or later. As an exception to this, you may license Cascading Style Sheets (“CSS”) and images under a proprietary license, but such proprietary license must give purchasers in the Marketplace a perpetual, royalty-free, irrevocable license to copy, display, and make derivative works of the CSS and images, either for personal or commercial use.
06. Product Updates
You are responsible for providing periodic updates to your Marketplace products. These updates may contain bug fixes, enhancements, new features, and general maintenance in order to keep your products “fresh” and working properly. Failure to do so, as determined by the sole discretion of AppThemes, is a breach of these Developer Terms of Service.
When you provide updates to your Marketplace products, you must provide such updates free of charge for twelve (12) months after the date of a customer’s purchase.
07. Product Support
AppThemes will provide an optional dedicated forum space to you to support your Marketplace Product(s). If you decline to use this forum, you must provide an alternative method to provide support. This may include: email, a help desk system, forums, phone, or in person via your own website or cloud-based solution. You must specify your support model under the “Support” tab on your Marketplace product page.
If you decide to use our dedicated forum space, you may use it to promote or link to products sold in the AppThemes Marketplace. You may NOT use the promotional page or forum space to promote or link to any products (whether or not sold in the AppThemes Marketplace) anywhere in the AppThemes forums or website.
Failure to provide reasonable support to your customers, as determined by the sole discretion of AppThemes, is a breach of these Developer Terms of Service.
08. Pricing
You acknowledge and agree that AppThemes will, in its sole and exclusive discretion, determine the fee payable for each Marketplace Product. If you disagree with this price, fail to generate any sales, or wish to increase it, AppThemes is willing to discuss a price adjustment.
09. Privacy
Developers shall not use customer information in ways that violate the AppThemes Privacy Policy. The customer information provided (username, name, and email) are to allow Developers to provide support and confirm they are actually their customer.
10. Representations and Warranties
Developer warrants to AppThemes and each buyer of Developer’s Marketplace Product(s) that your product does not infringe the intellectual property rights of any third party. This means that your product:
- is not false, inaccurate or misleading
- is not fraudulent, stolen or an unlawful item
- is not forked or copied code (GPL or paid) from any other person (unless specific permission has been obtained and verified by AppThemes)
- does not violate any applicable law, statute, ordinance or regulation in any jurisdiction (including but not limited to, those governing export control, consumer protection, unfair competition, criminal law, anti discrimination or trade practices or fair trading laws)
- is not hateful, defamatory, unlawfully threatening or unlawfully harassing
- is not obscene, does not contain any sort of pornography, and does not constitute or contain material that is adult in nature, or harmful to person under the age of 18
- does not contain viruses or other computer code, files, or programs which are designed to limit or destroy the functionality of other computer software or hardware
- would not create liability for AppThemes or cause us to lose (in whole or in part) the services of its ISP or other suppliers
- would not cause AppThemes to violate any applicable law, statute, ordinance or regulation in any jurisdiction
11. Indemnification
Developer agrees to indemnify, defend, and hold harmless AppThemes for any lawsuit or legal proceeding arising out of a breach of any warranty made in this agreement. In the event of a breach of a representation or warranty as determined in AppTheme’s sole and exclusive discretion, AppThemes may suspend or terminate your account, and take possession of all undistributed earnings by you for sales in the AppThemes Marketplace.
12. Review Process
You acknowledge and agree that before any Marketplace Product is offered for sale by you on AppThemes.com, it must first be submitted to AppThemes to check the quality of the Marketplace Product and the information provided with the Product.
AppThemes may refuse, in its sole discretion, to allow you to offer the Marketplace Product for sale on AppThemes.com. AppThemes may or may not, in its discretion, give reasons for refusing to allow you to offer a Marketplace Product for sale on AppThemes.com.
AppThemes may, from time to time, conduct a review of Marketplace Products for compliance with these Developer Terms of Service and other requirements for Marketplace Products to ensure compliance with AppThemes high quality of standards. If your item does not pass review, you will receive email notification and your item will become inactive after 30 days if you do not take corrective action.
13. Exclusivity
If your Marketplace Product is accepted for sale within the AppThemes Marketplace, you agree that the AppThemes Marketplace is the exclusive place where it will be sold. You will not sell the product, or any product AppThemes determines, in its sole discretion, is substantially similar, elsewhere.
You may also NOT copy, fork, or sell another person’s code (open source or paid) without their explicit consent. Slightly altering an existing product (free or paid) does not mean it’s “unique” and yours to sell. Failure to follow these guidelines will result in termination of your AppThemes Marketplace account and any future earnings.
14. Promotional Use
You agree and acknowledge that AppThemes may use a Marketplace product, or any part thereof (including images and screen captures) to promote AppThemes. Such promotional usage may be within AppThemes Marketplace, elsewhere on AppThemes.com, or in advertisements elsewhere on the internet. AppThemes may also use your Marketplace product in demonstration versions of the Marketplace product available on the AppThemes Marketplace or elsewhere on AppThemes.com. No compensation is due or payable for such uses of your product.
15. Disclaimer Of Warranty
You acknowledge and agree that AppThemes may, at its sole discretion, elect at any time and for any reason to remove your Marketplace products from AppThemes.com without notice to you. AppThemes is not responsible for any loss that you may suffer as a result of a Marketplace product being removed from AppThemes.com. AppThemes is not liable for any loss suffered by you as a result of a buyer making use of a Marketplace product that you offer for sale on AppThemes.com contrary to the conditions on which the Marketplace product was sold to the buyer.
OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, NEITHER APPTHEMES NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT ITS GOODS OR SERVICES. FOR EXAMPLE, APPTHEMES DOESN’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE MARKETPLACE, THE SPECIFIC FUNCTIONALITY OF ANY APPTHEMES PRODUCT, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. APPTHEMES PROVIDES ITS GOODS AND SERVICES, INCLUDING THE MARKETPLACE, “AS IS”.
SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, APPTHEMES EXCLUDES ALL WARRANTIES.
WHEN PERMITTED BY LAW, APPTHEMES, AND APPTHEMES SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
16. Limitation On Liability
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF APPTHEMES, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID APPTHEMES TO USE APPTHEMES’S GOODS AND/OR SERVICES.
IN ALL CASES, APPTHEMES, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
17. Changes To These Terms of Service
The D-TOS may be updated from time to time, but never retroactively. We will post notice of modifications to the D-TOS on this page, and they will become effective no less than fourteen days after they are posted. However, changes addressing new functionality, or to address changes in the law, or for other urgent legal reasons may be made effectively immediately.
18. Termination
These terms will continue to apply until terminated by either you or AppThemes. If you want to terminate these terms, you may do so by removing or disabling your Marketplace products. AppThemes may at any time terminate these terms if you have breached any provision of these terms; or if AppThemes is required to do so by law; or if AppThemes decides to cease to provide the Developer program. On termination, sections 9, 10, 11, 15, 16, 18 and 19 of these terms of service shall remain in force.
19. Miscellaneous
If there is a conflict between this TOS and those for a specific AppThemes service, the more specific terms will prevail.
No Third Party Beneficiaries
These terms control the relationship between AppThemes and you. They do not create any third party beneficiary rights.
No Waiver
If you do not comply with these terms, and AppThemes does not take action right away, this doesn’t mean AppThemes are giving up or waiving any rights, such as the right to take action in the future.
Severability
If a particular term in the TOS is not legally enforceable, it will not affect the other terms.
Applicable Law and Venue
The laws of California, USA, excluding California’s conflict of laws rules, will apply to any disputes arising out of or relating to these terms or the Services. All claims arising out of or relating to these terms or the Services will be litigated exclusively in the federal or state courts in Contra Costa County, California, USA, and you and AppThemes consent to personal jurisdiction in those courts.