1. Your use of our Services
By using the Services, you may, subject to this Terms and Conditions, make content and other software applications (“Applications”) produced by you available to users in such countries where Samsung Apps TV is available. Unless otherwise set forth herein, Samsung, a Samsung Affiliate or a third party designated by Samsung or Samsung Affiliate will collect the revenues if any arising out of the transaction.
“We,” “us” or “Samsung” means Samsung Electronics Co., Ltd, whose principal place of business is at 129, Samsung-Ro, Yeongtong-gu, Suwon-City, Gyeonggi-do, 443-742, South Korea . You may contact us at the Support menu of the Seller Office. “Samsung Affiliate”(s) shall mean any entity controlling, controlled by or under common control with Samsung Electronics Co., Ltd hereto, where ‘control’ means the direct or indirect ownership of more than fifty percent (50%) of such entity's capital or equivalent voting rights.
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 you and Samsung relating to the Services and your use of the Seller Office website (the “Agreement”); provided, that, in the event there is a separate written agreement that has been entered into or is to be entered into between you and Samsung or between you and a Samsung Affiliate 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 but only to the extent of the inconsistency.
3. Registration for Services
- 3.1 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 update such information as required and keep it accurately as part of your continued use of the Services.
- 3.2 You may also be required to provide a username using your email address, your date of birth, your passwords and any other information related to the Application and seller as requested by Samsung 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. Except as addressed in your applicable Private Policy, 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.
- 3.3 Upon completion of registration for the Services by you and verification of your registration details by us, if you wish to distribute the Application(s) in accordance with Section 5 of these Terms, then you will be able to upload the specific Application for its Quality Assurance and distribution. Applications may be distributed on a chargeable or a non-chargeable basis and this will be agreed during the registration process.
- 3.4 We shall not reject the registration of your Application without having a reason to do so. If the registration of your Application is rejected for any reason, we will notify you of such reason upon your written request.
4. Privacy and your personal information
- 4.1 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. By using the Service, you consent to Samsung’s collection and use of your personal information in the manner set out below.
5. Submission, Certification, and Distribution of Applications
- 5.1 Submission. You must submit to Samsung each Application you wish to distribute on a website designated by Samsung or a Samsung Affiliate for the purposes of testing and certification in accordance with certification requirements including any requirements in the documentation provided to you by Samsung, a Samsung Affiliate, and/or a third party designated by us or a Samsung Affiliate. (“Quality Assurance”) 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 (defined in Section 5.2). 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.
- 5.2 Compliance. For each Application that you submit to Samsung, you agree to comply and remain in compliance with all requirements and obligations detailed in these Terms and/or other documentation we may provide to you from time to time for your compliance with matters such as support requirements, content guidelines, payment process, technical specifications, Samsung Advertising Guidelines (Appendix III) and submission guidelines (“Documentation”), including complying with all applicable laws. Samsung may revise the Documentation from time to time in its sole discretion and will provide you with a reasonable time-frame within which 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.
- 5.3 Certification and Classification. You shall submit your Application to Samsung, provided that you have accepted any additional terms of service from Samsung, a Samsung Affiliate and/or Samsung’s designated certification vendors and agree that Samsung or a Samsung Affiliate and/or Samsung’s designated certification vendor (as applicable) will evaluate the Application to determine whether the Application complies with the Quality Assurance. Any such certification or evaluation by Samsung in no way affects your responsibility under the Terms or can be construed as a waiver of rights of Samsung. Your Application should be capable of being installed into our target devices and work in accordance with your Application description, 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 of which you are notified and/or suggestions made by us and/or Samsung Affiliate for improvement are made prior to such resubmission.
- 5.4 Distribution. Samsung has no obligation to distribute any Application you submit and is not obligated to give you any reason for such refusal. Samsung will not distribute any Application unless and until the Application has successfully completed Samsung’s Quality Assurance process and 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.
- 5.5 Application Placement. Samsung and/or a Samsung Affiliate (as applicable) reserves the right, in its sole discretion, to make all decisions regarding placement or promotion for an Application.
- 5.6 Removal. Samsung reserves the right to remove any Application from the STORE for any reason and is not obligated to give you any reason for such removal. Such reasons may include, without limitation, (i) your breach of these Terms, separate written agreement 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 breaches any applicable law; or (iv) user complaint(s) about the content or quality of your Application;(v) at the request or order of any judicial or administrative body.
- 5.7 Samsung Applications. We may also make our own Applications available to users and in this case, Samsung or a Samsung Affiliate would contract with users directly 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.
- 5.8 Hacking. Hacking means the unauthorized access or circumvention of security measures of a website, device, network or server, (including using another member’s username and password), to interrupt, disrupt, damage, interfere or otherwise access in an unauthorized manner the operation and enjoyment of such device, computer system, network, server or website. You shall not develop or provide an Application that has any Hacking capabilities purposes or properties. If Samsung, in its discretion, reasonably determines that any Application has any Hacking capabilities, purposes or properties, Samsung reserves a right to terminate this Agreement pursuant to Section 14. Samsung does not warrant that STORE will be free from risk of Hacking activities. For the avoidance of doubt, Samsung shall have no liability in connection with Hacking including without limitation, any liability for damage to any device, computer system, network, server or website.
10. Representation and Warranties
You represent and warrant to Samsung, Samsung Affiliates and any third party designated by Samsung or a Samsung Affiliate that:
- 10.1 You have the power and authority and full capacity to enter into this Agreement and to fully perform your obligations under this Agreement.
- 10.2 The Application is your own original work and does not violate any Samsung, Samsung Affiliate or third-party intellectual property or other proprietary 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 or a separate written agreement related to the Services and for your Application to access any Internet-based services, if any, to which the Application enables access.
- 10.3 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. You shall avoid taking or performing any action in a manner that would require Samsung products, software, and any derivative work thereof to be licensed under open source license terms.
- 10.4 Your Application does not contain any viruses, hidden content, Hacking capabilities, purposes or properties, 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 or personal data for which you have not obtained the user’s consent.
- 10.5 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.
- 10.6 You are legally eligible to submit your Application to Samsung in accordance with applicable laws in your relevant jurisdiction.
- 10.7 The information you provide to Samsung under or in connection with this Agreement is true, accurate, current and complete.
- 10.8 You shall use the Services only for purposes that are permitted by the Terms and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdiction.
- 10.9 If you use the Services to distribute the Application, you shall protect the privacy and legal rights of users in accordance with all applicable laws. Your Application will comply with all applicable laws, rules and regulations, including without limitation, the Children’s Online Privacy and Protection Act, all other laws governing the collection, use, storage and transfer of personal data or personal information, and any laws that apply to in-app purchases. Just as the definition of what constitutes personal information is evolving, Samsung trusts that Your Application will evolve and keep up not only with the law and but also with industry best practices in Applications that are designed for use by children. 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.
- 10.10 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, Samsung Affiliate or any third party or network operator designated by Samsung or Samsung Affiliate.
- 10.11 You shall not use user information obtained from the Services to sell or distribute the Application without using the Services or Seller Office.
- 10.12 You agree to defend, indemnify and hold harmless Samsung and Samsung Affiliates from and against any and all third party claims and all Losses resulting from or arising out of your breach of the Terms, any separate written agreement related to the Services, 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.
- 10.13 You shall be responsible for users’ claims and shall indemnify and hold Samsung and any Samsung Affiliate harmless from and against, Samsung and Samsung Affiliates’ Losses arising out of any errors of your Application or any errors or Losses to or arising from Samsung devices caused by your Application.
- 10.14 You shall be fully responsible for paying any and all royalties payable to third parties in relation to the provision of, streaming, and/or download of content supplied through the Application including (without limitation) to relevant collection societies in all relevant territories.
13. Software updates and availability of Services
- 13.1 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.
- 13.2 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.
- 13.3 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 and users as soon as commercially reasonable.
14. Activation and Support
- 14.1 Samsung provides technical support to you when software errors and defects are found in your Application distributed via STORE.
- 14.2 2 You shall register your Application after fixing any defects with Samsung’s technical assistance within a reasonable period of time. If the defect(s) cannot be fixed within such reasonable period of time or at all, you agree on making any additional efforts as shall be required by with Samsung or a Samsung Affiliate to remedy the defect.
15. Ending your relationship with Samsung
- 15.1 This Agreement will continue to apply until terminated by either you or Samsung as set out below. Any provision that, by its terms, is intended, to survive the expiration or termination of this Agreement, shall remain in full force and effect.
- 15.2 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 a seller will not affect your use of our Services as a user.
- 15.3 Samsung may at any time and without reason, 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.
- 15.4 Upon termination of this Agreement, Samsung shall delete your Application and any related documentation as well as promptly delete the Application from the STORE, provided that Samsung may keep a copy of the Application and/or any related documentation for the purpose of legitimate technical support for the existing users.
- 15.5 Upon any discontinuation or disruption in end user’s use of your Application, you shall notify the users of such discontinuation or disruption and mitigate any harm to such users. You shall indemnify, defend and hold harmless Samsung and Samsung Affiliates from any claims, disputes, expenses or costs arising from such discontinuation or disruption.
- 15.6 Either You or We can terminate this agreement immediately if the other party breaches the Agreement and fails to remedy the breach within 14 days of receipt of a written notice that they have breached the Agreement.
Nothing in these Terms excludes Samsung’s 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.
17. Copyright and trade mark policies
It is Samsung’s policy to respond to notices of alleged copyright infringement that comply with applicable international or respective national intellectual property law and to terminate the accounts of repeat infringers.