1. Your use of our Services
By using the Services, you can make content and other software applications (“Applications”) produced by you available to customers in countrie(s) listed in section 20.10. Based on our business model, in the countrie(s) listed in section 20.10 (“Commissionaire Countrie(s)”), we, Samsung affiliate or a third party designated by us, will licence our customers directly. Samsung or its designee (being a Samsung affiliate or a third party) will collect the revenues (if any) arising out of the transaction.
“We” or “Samsung” means Samsung Electronics Co., Ltd, whose principal place of business is at 416, Maetan-3 dong, Yeongtong-gu, Suwon-City, Gyeonggi-do, 443-742, South Korea. You may contact us at the Support menu of the Seller Office.
It is important that you take the time to read these Terms carefully. These Terms and any of the documents referred to in the Terms form the legally binding agreement between us relating to the Services and your use of the Seller Office website (the “Agreement”); provided, that, in the event there is any separate written agreement that have been entered into or is to be entered into between you and Samsung regarding a provision of the Applications produced by you and there is any inconsistency between such separate written agreement and this Agreement, such separate written agreement shall prevail to the extent of the inconsistency.
3. Registration for Services
In order to access certain Services, you may be required to provide information about yourself as part of the registration process for the Services, or as part of your continued use of the Services.
You may also be required to provide a username using your email address, your date of birth and passwords to create your account with us (“Seller Office Account”). You understand that you are responsible for maintaining the confidentiality of your username, your date of birth and passwords. Accordingly, you agree that you will be solely responsible to Samsung for all activities that occur under your Seller Office Account and we are not responsible for problems with your Seller Office Account due to misuse of your username and/or passwords. If you become aware of, or suspect, any unauthorized use of your username, your date of birth, passwords or of your Seller Office Account, you agree to notify us immediately at the Support menu of the Seller Office.
Upon completion of registration by you and verification of your registration details by us and successful certification of the Applications you wish to distribute in accordance with section 5 of these Terms, you will be entitled to upload Applications for distribution. Applications may be licensed on a chargeable or a non-chargeable basis and this will be agreed during the submission and certification process.
4. Privacy and your personal information
In order to make the Services available to you and process the transactions contemplated by these Terms, Samsung will have to collect information and/or personal data from you. This information may be subject to data privacy laws in your jurisdiction.
You agree to the use of your data in accordance with Samsung’s privacy policies.
5. Submission, Certification, and Distribution of Applications
Submission. You must submit to Samsung each Application that you wish to distribute through the Seller Office. You are solely responsible and liable for the Applications you submit and for complying with any support requirements, if any, set forth in the Documentation. All copies of the Application (e.g. the electronic files) you submit will be retained (or destroyed) by Samsung and will not be returned. You are responsible for retaining a back up copy of your Application.
Compliance. For each Application that you submit to Samsung, you agree to comply and remain in compliance with all requirements and obligations detailed in the Terms and/or other documentation we may provide from time to time for your compliance for matters such as support requirements, content guidelines, payment process, technical specifications, advertising guidelines (Appendix II) and submission guidelines (“Documentation”). Samsung may revise the Documentation from time to time in its sole discretion and will provide you with a reasonable time-frame to bring your Application into compliance with such revisions. Failure to comply with the obligations in the then-current Documentation may, among other things, result in removal of your Application from the Seller Office and possible revocation of your Seller Office Account.
Certification and Classification. Within a reasonable period of time after you submit an Application to Samsung, and provided that you have (i) paid any applicable certification or other fees, if any, and (ii) accepted any additional terms of service from Samsung and/or Samsung’s designated certification vendors, Samsung (or Samsung’s designated certification vendor) will evaluate the Application to determine whether the Application complies with the certification requirements (including any requirements in the Documentation). Your Application should be capable of being installed into our target devices and work in accordance with your user manual, as installed, without causing any adverse effect to our devices. Samsung shall inform and update you regularly of the progress of the certification process. Resubmission of your Application is permitted provided any defects notified to you and/or suggestions made by us for improvement are made prior to the resubmission.
Where applicable, we provide a content classification for each Application we place on the Samsung Apps website or on-device clients placed on applicable Samsung devices where customers buy paid or free software applications (the “STORE”). We rely upon and use the classification you provided. Your classification must comply with the applicable standard classification procedures in your jurisdiction. You will indemnify Samsung and its affiliated companies from any liability arising from your failure to provide classification in accordance with the applicable standard in your jurisdiction.
Distribution. Samsung has no obligation to distribute any Application you submit, and Samsung will not distribute any Application unless and until the Application has been certified to Samsung’s satisfaction. In addition, Samsung has sole discretion to determine the device or devices on which any Application is made available for distribution. If Samsung chooses to distribute your certified Application through the STORE, we will do so in accordance with these Terms.
Application Placement. Samsung or its designee (being a Samsung affiliate or a third party) reserves the right, in its sole discretion, to make all decisions regarding placement or promotion for an Application.
Removal. Samsung reserves the right to remove any Application from the STORE for any reason. Such reasons may include, without limitation, (i) your breach of these Terms or the Documentation; (ii) your express termination of this Agreement or of the license grants associated with an Application; (iii) an assertion or claim that your Application infringes the intellectual property rights of a third party or otherwise contains illegal content; or (iv) customer complaint(s) about the content or quality of your Application. Unless your Application is removed for breach of this Agreement or in response to an infringement or illegality allegation, Samsung will pay to you the amounts owed, if any, in connection with the distribution of your Application before removal.
Samsung Applications. We may also make our own Applications available to buyers and in this case, Samsung would contract with buyers in respect of Samsung Applications. Nothing in this Agreement shall restrict or limit Samsung’s ability to produce Applications even if such Applications contain functionality which is similar to or equivalent to your Applications.
10. Representation and Warranties
You represent and warrant to Samsung, its affiliated companies and a third party designated by Samsung that:
You have the power and authority to enter into this Agreement and to fully perform your obligations under this Agreement.
The Application is your own original work and does not violate any Samsung or third-party intellectual property rights, and you have obtained any and all consents, approvals or licenses (including written consents of third parties where applicable) required for you to submit and license your Application under this Agreement and for your Application to access any Internet-based services, if any, to which the Application enables access.
Listing, marketing, distribution, installation and use of your Application in the STORE does not violate any agreements to which you are a party or of which you are otherwise aware; If your Application includes any open source software, your Application complies with any corresponding license obligations for such open source software.
Your Application does not contain any viruses, hidden content or other malicious applications (including, for example, any “trap doors,” “worms,” “Trojans,” or “time bombs”) or other unauthorized or hidden programs, and your Application does not collect any user information for which you have not obtained the buyer’s consent.
Your Application does not contain any unauthorized third party content or prohibited content (as identified in the Documentation) and otherwise complies with the Documentation and with the applicable laws of each jurisdiction, including any US or foreign export control laws, to which you are submitting the Application for distribution; For the avoidance of doubt, your Application does not (i) depict explicit sexual activity; (ii) depict or endorse acts that cause or are intended to cause excessive pain or suffering; (iii) promote or endorse the misuse of alcohol, tobacco, illegal drugs or other addictive substances; (iv) promote intolerance or discrimination based on racial, political, ethnic, religious, gender or sexuality; (v) promote invasion of rights or privacy; (vi) promote gambling or (vii) promote illegal activity.
You are 18 or over on the date you submit your Application to Samsung.
The information you provide to Samsung under or in connection with this Agreement is true, accurate, current and complete.
You shall use the Services only for purposes that are permitted by the Terms and applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdiction.
If you use the Services to distribute the Application, you shall protect the privacy and legal rights of users. If the users provide you with, or your Application accesses or uses, user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to you and/or your Application and you shall provide legally adequate privacy notices and protection of that information for those users. Further, your Application may only use that information for the limited purposes for which the user has given you permission to do so.
You shall not engage in any activity with the Services, including the development or distribution of any Applications that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including but not limited the Seller Office users, Samsung or any third party network operator designated by Samsung.
You shall not use customer information obtained from the Services to sell or distribute the Application without using the Services or Seller Office.
You agree to defend, indemnify and hold harmless Samsung and its affiliated companies from and against any and all third party claims and all liabilities assessments, losses, costs or damages resulting from or arising out of your breach of the Terms, this section 10 and/or misuse of the Services by a third party where such misuse was caused in whole or in part by your failure to take reasonable measures to protect your username and passwords against misuse.
13. Software updates and availability of Services
The software which you use during the Services may automatically download and install updates from time to time from Samsung. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Samsung to deliver these to you) as part of your use of the Services.
Samsung reserves the right, in its sole discretion, to change, improve and correct the Services. The Services may not be available during maintenance breaks and other times. Samsung may also decide to discontinue the Services or any part thereof in its sole discretion. In such case, you will be provided with prior notification.
For the security purposes, Samsung reserves the right, in its sole discretion, to apply or update security patches to the Application or modify the Application to the extent required for such purpose without prior notification to You. In such case, however, Samsung shall make relevant subsequent notice to You as soon as commercially reasonable.
14. Ending your relationship with Samsung
This Agreement will continue to apply until terminated by either you or Samsung as set out below.
If you want to terminate the Agreement, you may do so by (a) completing the form for termination available at the Seller Office and (b) closing your Seller Office Account for all of the Services which you use by going through the process set out in this section. Upon completion of the form, we will give you a notice of closure of your Seller Office Account by email and your account will be closed. You will be required to settle (or we will settle) any outstanding sum by the next immediate settlement date following the notice of closure from us. Termination of your relationship with Samsung as seller will not affect your use of our Services as buyer.
Samsung may at any time, terminate the Agreement with you by giving written notice of termination to the email address held in our records for you. Following delivery of this email notice, your account will be closed. You will be required to settle (or we will settle) any outstanding sum by the next immediate payment/settlement date following the date of closure of your account. Termination of your relationship with Samsung as seller will not affect your use of our Services as buyer.
Nothing in these Terms excludes our liability (if any) to you for:
· personal injury or death resulting from our negligence;
· any matter which it would be illegal for us to exclude or to attempt to exclude our liability.
We do not warrant or guarantee that the Services will be:
(a) compatible with all or any hardware and software which you may use;
(b) available all the time or at any specific time, uninterrupted, secure or error free; or
(c) suitable for your requirements or meet any specific level of performance or functionality
We reserve the right to withdraw or modify the Services at any time.
We are only liable to you for direct losses which you suffer as a result of a breach of these terms and conditions by us. We are not responsible to you for any losses which you may incur which were not a foreseeable consequence of us breaching these terms and conditions, for example if you and we could not have contemplated those losses before or when you access the Services. Our liability to you shall not in any circumstances include any business losses that you may incur, including but not limited to lost data, lost profits or business interruption. In any event, our liability to you for any breach of this Agreement, negligence or other default shall not exceed the revenue paid to you during the 3 month period up to the date of the event giving rise to the liability.
The information, documents, software and other materials contained on the Seller Office website are provided “as is”. We try and ensure that such materials are accurate and up to date, but we cannot be responsible for any errors, faults or inaccuracies. Our liability to you as explained above remains unaffected by this.
To the fullest extent permitted by law, we expressly exclude all representations, conditions, warranties or other terms which apply to the Services and associated content/information including any implied warranties of satisfactory quality, merchantability, fitness for a particular or any purpose or non-infringement which might otherwise apply but for this section.
If in a relevant jurisdiction, these limitations and exclusions are not permitted then our liability shall be limited and excluded to the fullest extent permitted by law.
16. Copyright and Trade mark policies
It is Samsung’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law and to terminate the accounts of repeat infringers.