Developer Programme Agreement

Canonical Terms of Service

Canonical Group Ltd registered in England company number 6870835 (“Canonical”, “us” or “our”) distributes Apps and provides Services through the Developer Site. This is a legal agreement (the “Agreement”) covering distribution of your Apps between Canonical and you as an individual or an entity (“you” or “your”). If you register for a Developer Account on behalf of a company or other entity, you represent that you have the full legal authority to bind the company to this Agreement and you are agreeing to this Agreement on behalf of that company. To register for a Developer Account and use the Services, you must be of a legal age to form a binding contract with Canonical, and in any event at least 13 years old.

1. Definitions.

a. App(s): one or more applications or content items owned by you which you submit through the Developer Site and any associated screen shots and marketing materials provided by you.

b. Client Software: any utilities in Ubuntu, such as the Ubuntu Software Centre, which enable end users to discover, install, and remove software including Apps.

c. Developer Account: Your account on the Developer Site.

d. Developer Site: Canonical’s websites for uploading and managing Apps.

e. Publishing Policy: the Developer Site policy for accepting Apps for publishing, as updated from time to time.

f. Services: Canonical’s services for publishing, discovery, installation, and removal of your Apps and payment collection.

g. Term: the term of this Agreement, as set out in Clause 10.

h. Ubuntu: any desktop versions of the Linux-based operating system known as Ubuntu.

2. Your App.

a. Once you are accepted for a Developer Account, you may submit Apps to the Developer Site.

b. Canonical may publish the Apps you submit through the Client Software, but is not obligated to do so.

c. You are the owner of the Apps and are solely and entirely responsible for your Apps and the distribution of your Apps through the Client Software.

d. You agree that Apps you submit to the Developer Site do not infringe any intellectual property right of any third party, the Publishing Policy or any applicable law or regulation, and will not contain any material from a third party, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to distribute the material.

e. Canonical expressly disclaims any and all liability in connection with your App. Except with respect to open source software, you will indemnify Canonical against any third party claim resulting from Canonical’s publishing of your App through the Client Software.

f. Canonical may remove your App from the Client Software or Developer Site at any time and for any reason.

g. You may remove your App from the Client Software at any time, through the Developer Site. Removing an App from the Client Software will prevent new discovery and installation, but will not remove the App from the computers of those users who have previously installed it.

3. Your obligations.

a. Prior to submitting an App, you must first test the App to confirm it is compatible with the current released version of Ubuntu (as available from www.ubuntu.com at the date of your submission). Your App will not be automatically ported to versions of Ubuntu released after your initial submission. When it is time to publish your App for a new release of Ubuntu, you must test compatibility with that release. Your Apps must comply with the Publishing Policy.

b. You will set the price, if any, that end users will be charged for your Apps.

c. You are responsible for determining applicable taxes in connection with distributing your App, and you shall pay applicable taxes to the applicable tax authorities.

d. You will include the licence applicable to users of your App with your App. If you require an agreement to be displayed to the end user, you will configure your App to display it upon installation or first run of the App. Your App may include third party open source software so long as you comply with all applicable third party open source software licenses. This Agreement shall not override any open source software license terms.

e. If your advertisements and marketing materials for your App mention any distribution channel, you may include the Ubuntu logo provided in the Developer Site by Canonical and a statement that the App is available through Ubuntu.

4. Pricing, fees and payment.

a. If you elect to distribute an App without charge, the payment terms of this Agreement will not apply with respect to the free App.

b. If you set a price for your App we will collect fees from end users that purchase your App at the price you set. Within 30 days of the end of each calendar quarter, we will provide you with a report of the number of copies of each of your Apps sold and the amount of any payment due, which shall be the fee multiplied by the number of copies sold less any applicable taxes and our commission. Our commission is 20% of the total fees charged for the sale of your App, less any applicable taxes.

c. In some cases (e.g. content such as magazines), we may mutually agree to a different commission rate which will be incorporated into this Agreement through an amendment.

d. We may display and collect the fees for your Apps in different currencies. We will convert payments made in other currencies to the currency in which you set your price at the applicable exchange rate utilised by Canonical which is in effect on the day of our payment to you.

5. Licence. You hereby grant to Canonical and its group companies, for the Term, a worldwide, non-exclusive licence to install, deploy, reproduce, and run your Apps for the purposes of testing and evaluation and to reproduce and distribute your Apps to end users through the Client Software. You hereby grant to Canonical and its group companies, for the Term, a licence to use any trade marks and branding you provide as part of the App in the Client Software and in associated uses such as use in marketing materials and advertising relating to the App, the Developer Site, or the Client Software.

6. Support. Canonical will not provide any end user support for your App.

7. Trial versions. You may distribute a no-charge trial version of any App through the Developer Site. However, if you charge for another version of the App (e.g. a “full” version) or upgrading from the trial version, then the commercial terms in this Agreement apply.

8. Marketing. Canonical may make logos or phrases available to you to publicise your App’s availability through the Client Software. Canonical hereby grants you a worldwide, non-exclusive licence during the Term to use such logos or phrases for the purpose of marketing your App in connection with its availability through the the Client Software, subject to Canonical’s trade mark policy and brand guidelines, which Canonical may update from time to time at http://www.ubuntu.com/aboutus/trademarkpolicy.

9. Ratings, reviews and popularity information. We may allow third parties to publish ratings and reviews of your App. Canonical may use these ratings and information about the popularity of your App, including the number of times your App has been downloaded or purchased in publicity for Ubuntu or the Developer Site, in publicising the Apps or as Canonical otherwise sees fit, from time to time. If you consider a review to be inaccurate, you may report this, but should your use of this reporting system be, in Canonical’s opinion an abuse of that reporting system, Canonical may terminate this Agreement and remove your Apps from the Client Software at any time thereafter.

10. Term and termination. This Agreement begins when you accept its terms by creating a Developer Account and will continue in force unless terminated in accordance with this Clause 10. You may terminate this Agreement at any time by closing your Developer Account. We may terminate this Agreement immediately if you breach its terms or on 30 days’ notice by email at any time. Upon termination for any reason, we will remove your Apps from the Client Software in no more than 30 days from the end of the notice period. Unless terminated for your breach, we will provide a final report and payment after the calendar quarter during which this Agreement was terminated.

11. Changes to the Services or this Agreement. We aim to continually improve our Services and, as a result, may change the Services from time to time. We may occasionally change the terms of this Agreement, in which case the updated terms will apply when you accept them in the Developer Portal. If you do not accept the updated terms, we may suspend your Developer Account.

12. Collection and use of your data. We may collect certain data relating to your use of the Services on behalf of Canonical and its group companies. All use of your personal data is subject to our privacy policy and shall comply with all applicable regulation.

13.Limitation of liability. Canonical will provide the Services using reasonable skill and care. CANONICAL MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND CANONICAL SPECIFICALLY DISCLAIMS AND EXCLUDES TO THE FULLEST EXTENT PERMITTED BY LAW, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORINESS FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Under no circumstances will Canonical or its suppliers be liable for any direct, special, punitive, consequential or indirect damages, or for any loss of profits or economic advantage. Canonical is not responsible for the loss of any of your data or any loss of business or financial disadvantage to you as a result of any loss of or damage to your data as a consequence of your use of the Services. You should make suitable backups of all data. These limitations of liability do not apply with respect to any death or personal injury, or to any representations.

14. General. This Agreement is the entire agreement between you and Canonical with regard to the Services described herein. This Agreement is governed by the laws of England and you and Canonical submit to the jurisdiction of the courts of England. You may not assign this Agreement. Your Apps may be subject to export control laws of the United States and other countries and you shall comply with any such laws. You must comply with all applicable laws, including export control laws in your provision of your Apps through the Ubuntu Software Centre. Failure by Canonical to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. The terms of this Agreement do not affect your statutory rights. Any notices should be sent by registered post to Canonical Group Ltd, 5th Floor, Blue Fin Building, 110 Southwark Street, London, England, SE1 0SU.

Last updated: 27 Jan 2012