ISV Terms

2. vSTORE MARKETPLACE: PLUGIN PRICING, PAYMENTS, TRANSACTIONS AND TAXES

2.1 Prior to developing and/or marketing and/or selling a Plugin in the vStore, You must have a valid License Agreement in effect with the Hybrid Solutions.

2.2 The currency of the vStore is the U. S. dollar. For the avoidance of doubt, all payments and fees referred to in this License Agreement are in U.S. dollars.

2.3 Appointment of Hybrid Solutions. Hybrid Solution’s role is to provide the technology and services to enable the vStore, and to process the related purchases, returns and chargebacks for You. You hereby appoint Hybrid Solutions to act as your agent or commissionaire, as applicable, for these purposes and You acknowledge that You, not Hybrid Solutions, are the distributor of the Plugin. You give Hybrid Solutions the right to appoint sub‐agents for these purposes as Hybrid Solutions deems fit.

2.4 Plugin Pricing. When You submit a Plugin, you will designate the price to be charged to end users and Hybrid Solutions will charge end users that price for the license to Plugin as acquired through the vStore.

2.5 Store Fee. Hybrid Solutions shall charge a [10] % of the Plugin cost to the end customer as a Store Fee in exchange for availing the Plugin to the vStore’s end users.

2.6 Payment Process. Hybrid Solutions will pay You the Plugin proceeds 14 days after receipt of payment by the Hybrid Solutions from the end user. Hybrid Solutions shall deduct the Store Fee as per Clause 2.5 in exchange for its services. For the avoidance of doubt, Hybrid Solutions’ sole obligation under this agreement is to facilitate payment in accordance with this clause.

2.7 Refund, Reconciliation and Offset. You are responsible for all costs and expenses for returns and chargebacks of Your Plugin, including the full refund and chargeback amounts paid or credited to end users. Hybrid Solutions may offset any amounts owed to Hybrid Solutions (including the refund and chargeback costs described in this paragraph) against amounts Hybrid Solutions owes you. You grant Hybrid Solutions a right to provide refunds to end users in accordance with Hybrid Solutions’ prevailing policies and applicable laws from time to time.

2.8 Taxes on Payments. You are responsible for Your own taxes, including taxes unique to where You reside, that are related to payments received under this License Agreement. You are also responsible for paying any sales, use, or value‑added taxes (if any) in connection with the Store Fee that Hybrid Solutions collects from You.

2.9 Plugin Availability. Hybrid Solutions has no obligation to make any Plugin available that You submit or to maintain the availability of the Plugin, even if that Plugin has been approved by Hybrid Solutions.

2.10 Removal Policies. Hybrid Solutions may remove or suspend the availability of any Plugin from the vStore for any reason. Reasons may include, without limitation, (i) Your breach of the terms of this Agreement; (ii) Your express termination of this Agreement or of the license grants associated with a Plugin; (iii) an assertion or claim that Your Plugin infringes the intellectual property rights of a third party; Hybrid Solutions also may disable previously downloaded copies of a Plugin if Hybrid Solutions believes that the Plugin could cause harm to end users or their devices, third parties, or to comply with any judicial process, government order or lawsuit settlement. Unless the Plugin that accrued is removed or disabled for breach of this Agreement or in response to an infringement allegation (in which case Clause 5 will apply), Hybrid Solutions will pay to the You the amountsowed, if any, in connection with the distribution of Your Plugin that accrued before removal or disablement. Hybrid Solutions’ termination and suspension rights are without prejudice to its other rights and remedies.

2.11 Response to Complaints. If Hybrid Solutions receives a complaint from a third party requesting that Your Plugin be changed or removed, Hybrid Solutions may, at its sole discretion, remove the Plugin and/or refer that complaint to You. You must respond to the complaint as soon as reasonably practicable, and comply with any other requirements the situation may demand. If You discover that Your Plugin violates the terms of this Agreement, You must immediately notify Hybrid Solutions without delay.

2.12 Modification or Discontinuance. The vStore is the property of the Hybrid Solutions. Hybrid Solutions may, in its sole discretion, change, modify or discontinue the vStore at any time.

2.13 Marketing Rights. You hereby grants Hybrid Solutions, its agents, contractors, licensees, marketing partners, and Affiliates the right to use, reproduce, display, publicly perform and publish Your entity name, Plugin or portion of the Plugin, and to modify the Plugin description to correct obvious spelling, grammatical or typographical errors, in connection with (i) the marketing of the Plugin through the vStore, (ii) advertising or promoting the Plugin in any and all media, and (iii) in any marketing, presentations, demonstrations, trade shows, industry events, and press releases, for any other Hybrid Solutions products and services related to the vStore. Nothing in this Agreement, however, will preclude Hybrid Solutions from using the Plugin as permitted by law without a license (e.g., fair use under applicable copyright law or “referential” use under trademark law).

2.14 Plugin Placement and Promotion. Hybrid Solutions reserves the right, in its sole discretion, to make (or to designate Affiliates or third parties to make) all decisions regarding placement or promotion of Plugins anywhere in the vStore.

2.15 Privacy Policy. You must maintain a privacy policy if (1) Your Plugin accesses, collects or transmits any Personal Information to You or a third party, (2) otherwise required by law. You are responsible for informing end users of its privacy policy (including by submitting that policy to us for display to end users). Your privacy policy must (i) comply with applicable laws and regulations, (ii) inform users of the information accessed, collected or transmitted by its Plugin and how that information is used, stored, secured and disclosed, and (iii) describe the controls that users have over the use and sharing of their information, and how they may access their information. Covered Parties’ privacy policies will not apply to a Customer’s use of Your Plugin. License to end user for vStore. You, not the Hybrid Solutions, will license the right to install and use each Plugin to end users. You may provide a license agreement to the end user. That license agreement or other terms that govern the end user’s use of Your Plugin (including any privacy policy), or a link to them, must be delivered to Hybrid Solutions for publication via the Plugin description materials You provide to Hybrid Solutions.

2.16 License for Use of Plugin. You, not Hybrid Solutions, will license the right to install and use each Plugin to the end users. You may provide a license agreement to the end user for Your Plugin. That license agreement or other terms that govern an end user’s use of Your Plugin or a link to them, must be delivered to Hybrid Solutions.

5. DISCLAIMER, LIMITATION OF LIABILITY, AND DEFENSE OF CLAIMS.

5.1 DISCLAIMER OF WARRANTY. HYBRID SOLUTION PROVIDES THE VSTORE “AS‑IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” YOU BEAR THE RISK OF USING THE VSTORE. YOU HEREBY EXCLUDE ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE OF PRODUCT LIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON‑INFRINGEMENT, RELATING TO THE STORE AND DEVELOPER CENTER. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF AND SOLELY TO THE EXTENT THAT THEY ARE APPLICABLE. WITHOUT LIMITING THE FOREGOING, COVERED PARTIES EXPRESSLY DISCLAIM ANY WARRANTIES THAT ACCESS TO, OR USE OF, THE VSTORE OR THE KIT WILL BE UNINTERRUPTED OR ERROR

5.2 LIMITATION OF LIABILITY. YOU CAN RECOVER FROM HYBRID SOLUTIONS AND ITS AFFILIATES ONLY DIRECT DAMAGES UP TO AN AMOUNT EQUAL TO HYBRID SOLUTIONS ACCOUNT FEE (OR $1, IF THERE IS NO ACCOUNT FEE). YOU AGREE NOT TO SEEK AND WAIVE ANY RIGHT TO RECOVER ANY OTHER LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, PUNITIVE OR INCIDENTAL DAMAGES FROM ANY COVERED PARTY. THESE LIMITS AND EXCLUSIONS APPLY EVEN IF THE
COVERED PARTY KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU BECAUSE YOUR STATE OR COUNTRY MAY NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES.

5.3 Duty to Defend. You will defend, indemnify and hold harmless each Hybrid Solutions, as applicable, from and against (including by paying any associated costs, losses, damages or expenses and attorney’s’ fees) any and all third party claims: (i) alleging that Your Plugin infringes any proprietary or personal right of a third party; (ii) arising from a failure of Your Plugin to comply with any of the Evaluation Requirements; (iii) alleging Your breach of this agreement, (iv) relating to the use of or inability to use the Plugin including any product liability claims; or (v) by any tax authority based on any nonpayment or underpayment of any sales, use, goods and services, value added or other similar tax, including any associated penalties and interest, which You are obligated to pay.