DEVELOPER TERMS OF SERVICE FOR ALTERNATIVE BILLING SYSTEM

Effective Date: September 1, 2022

The following terms of service (the “Terms”) will apply to Developer’s use of an Alternative Billing System.  

The terms set forth in the Google Play Developer Distribution Agreement, currently available at https://play.google.com/about/developer-distribution-agreement.html  (“DDA”), will continue to apply to Developer with the consideration of respective changes that are set forth in these Terms. If there is any conflict between these Terms and the DDA concerning Developer’s offer of an Alternative Billing System for transactions with users in the Territories, for apps that are distributed through Google Play, these Terms will prevail. 

  1. Definitions.  Please see below for the meaning of the capitalized terms used in these Terms.  Those that are capitalized but not defined in these Terms have the meaning set forth in the DDA.   

“Alternative Billing System” means a billing system that Developer offers to users of apps distributed through Google Play in the Territories; which is not Google Play’s billing system.  

Developer’s Product” means software, content, digital materials, and other items and services as made available to users by Developers.

EEA” means the European Economic Area. 

Equivalent Service Fee” means the Service Fee (as defined in the DDA) that will be applicable, if Paid Transaction was made through Google Play’s billing system, as opposed to Alternative Billing System.

EULA” means an end user license agreement or equivalent terms of supply.  

Paid Transaction” means the transaction for a purchase of any Developer’s Products (including in-app purchases, subscriptions and the associated auto-renewals) using an Alternative Billing System. 

Payment Due Date” means the deadline, by which Developer should pay to Google all service fees and Taxes that are due and payable under these Terms, and is the 30th calendar day from the date of the respective invoice.    

Report” means a detailed statement of information in regard to Paid Transactions, including any adjustments for refunds, reversals and chargebacks, for a calendar month, in the form instructed by Google (as may be modified by Google from time to time) and to Google’s satisfaction. 

Taxes” means all government-imposed charges, levies, including taxes, duties, imposts, and withholdings, but excludes telecommunication taxes and similar fees and surcharges, property taxes, and taxes based on a Party’s net income, franchise taxes, business and occupation taxes, and other similar transaction types.

Territories” means the EEA and the countries/territories described here.

 

2    Roles and Responsibilities for Alternative Billing System transactions

2.1  Participation in Alternative Billing System.  Use of an Alternative Billing System by Developer is subject to these Terms and Google’s approval, which may be denied or revoked at Google’s reasonable discretion.

2.2  Developer’s Roles and Responsibilities. Developer contracts directly with users for Paid Transactions and is responsible for issuing users all mandatory disclosures required under applicable laws, including invoices and payment receipts. In particular, Developer will: 

(a) inform users in the EEA in a prominent manner and using clear and intelligible language, prior to the user concluding a transaction, that Developer is the merchant of record for Paid Transactions; 

(b) inform users in a prominent manner and using clear and intelligible language, prior to the user concluding a transaction, that for Paid Transactions, Developer, and not Google, is the supplier of Developer’s Products and solely responsible for Developer’s Products (including any statutory guarantees under applicable laws) and the processing of the Paid Transaction; and 

(c) subject to Section 5 (Taxes) of these Terms, inform users in a prominent manner and using clear and intelligible language, prior to the users concluding a transaction, that any transaction Taxes or VAT/GST, or similar tax due on Paid Transactions, are the sole responsibility of Developer. 

Developer is solely responsible, and Google will have no responsibility, for providing support to users for Paid Transactions and handling any complaints about the Paid Transactions or any Developer’s Products sold. 

2.3  Google’s Role. Google does not act as either agent or merchant of record for Paid Transactions and does not intervene in delivery of Developer’s Product and/or related services.  Google is not involved in collecting or processing payments from users for Paid Transactions and does not authorize the charge nor set any additional terms and conditions in relation to such Paid Transactions. 

2.4  EULA. Notwithstanding Section 5.3 of the DDA, in relation to Paid Transactions, if Developer provides a separate EULA to govern the user’s rights to Developer’s Product, the EULA will supersede the DDA and these Terms with respect to the user’s right to Developer’s Product. 

2.5  Promotions. Section 7.1 of the DDA does not apply in relation to Paid Transactions.

 

3. Developer Obligations

3.1  Developer will: 

(a) meet the requirements available at https://support.google.com/googleplay/android-developer/answer/12348241 (which may be updated by Google from time to time) if Developer offers an Alternative Billing System only and does not offer Google Play’s billing system when permitted; 

(b) meet the requirements available at https://support.google.com/googleplay/android-developer/answer/12570971 (which may be updated by Google from time to time) if Developer offers an Alternative Billing System alongside Google Play’s billing system when permitted;

(c) successfully complete and submit the declaration form available at https://support.google.com/googleplay/android-developer/contact/alternative_billing for an Alternative Billing System and a Google payments profile setup; and

(d) pay the service fee for Paid Transactions, which is equal to the Equivalent Service Fee reduced by (i) 3% (if Developer only offers an Alternative Billing System and does not offer Google Play’s billing system when permitted), or (ii) 4% (if Developer offers an Alternative Billing System alongside Google Play’s billing system when permitted).

3.2  Report. Within five (5) business days following the end of each calendar month, Developer will provide Google with a Report.

 

4. Payment Terms

4.1  Invoicing. Google will issue an invoice to Developer for all service fees and applicable Taxes in regard to Paid Transactions owed following Google's receipt of the applicable Report for the covered calendar month. Developer will pay all service fees and Taxes in regard to Paid Transactions in the currency stated in the invoice by Payment Due Date, using a payment method approved by Google for such Developer (as may be modified by Google from time to time). 

4.2  Payment Disputes & Refunds. Any payment dispute must be submitted before the Payment Due Date. If the parties determine that certain billing inaccuracies are attributable to Google, Google will issue a subsequent corrected invoice. If a refund is issued to Developer, it will be in the form of credit for the applicable amount. 

4.3  Delinquent Payments; Offsetting. Late payments may bear interest at the rate of 1% per month (or the highest rate permitted by law, if less) from the Payment Due Date until paid in full. Developer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Google in collecting such delinquent amounts. Further, in addition to Google’s rights in the DDA, if Developer fails to pay Google any undisputed amounts owed under these Terms, Google reserves the right to offset those amounts against any other amounts that Google owes to Developer under any other contract that Developer has with Google.

 

5. Taxes

5.1  Taxes on Paid Transactions. Except for Paid Transactions which meet certain conditions as may be described in https://support.google.com/googleplay/android-developer/answer/138000 (which may be updated by Google from time to time), Developer is responsible for Taxes on Paid Transactions, including (but not limited to): 

(a) determining if a Paid Transaction is taxable; 

(b) charging and collecting such Taxes at the applicable rate; 

(c) remitting such Taxes to the appropriate taxing authority; and 

(d) providing any required documentation to the user or appropriate taxing authority. 

If Google determines that it is obligated to collect or remit any Taxes in respect of a Paid Transaction, such Taxes (and any information required by Google to determine such Taxes) will be separately collected by Google from Developer, and Developer will remit such Taxes to Google in accordance with Section 4 (Payment Terms) of these Terms. Where Google is required under applicable law to withhold and deposit any Taxes as an e-commerce operator, then Google will collect from Developer the amount of such Taxes in addition to, over, and above the service fees.

5.2  Taxes on Service Fee. All payments from Developer to Google under these Terms are exclusive of Taxes. Developer is responsible for paying any Taxes arising on service fees in regard to Paid Transactions. If Google is obligated to collect or pay any Taxes in respect of Developer’s payment to Google, the Taxes will be separately invoiced to Developer, and Developer will pay such Taxes to Google. To the extent Taxes are required under applicable law to be deducted from or in respect of any amount payable to Google under these Terms, Developer will: 

(a) pay such additional amounts as may be necessary to ensure that Google receives a net amount equal to the full amount which it would have received under these Terms if no deduction or withholding had been made; 

(b) make such deductions; 

(c) deposit such Taxes with the relevant governmental tax authority within the time as prescribed under applicable law; and 

(d) provide Google with documentation, reasonably satisfactory to Google, of such remittance.

5.3  Tax Documentation and Representations. Developer will timely provide Google with any applicable tax documentation, certification, or information requested by Google. Developer hereby represents and warrants that Developer is not acting as an agent or appointee on behalf of any other person in respect of any Paid Transaction, and Developer agrees to provide written notification to Google at least ninety (90) days prior to any such agency or appointment taking effect. Unless Developer is a resident of the United States or Singapore for income tax purposes, Developer hereby represents and warrants that any services that Developer provides to users through Developer’s Product are not performed in the United States or Singapore, respectively, and furthermore Developer agrees to provide written notification to Google at least ninety (90) days prior to any such services being performed in the United States or Singapore. Written notification on change in agency status or service location may be emailed to play-tax-notices@google.com.

5.4 Tax Indemnity. Developer will, at its own expense and at the request of Google, indemnify Google and be liable to pay or reimburse Google for any Taxes, interest, penalties, or fines arising out of any mis-declaration or delay in providing declaration by Developer with respect to Taxes or information sought by Google.

 

6. Representations and Warranties 

6.1  Developer represents and warrants that all of the information that Developer provides to Google in connection with these Terms, including in the declaration form for Alternative Billing System (as referenced in Section 3.1(c) hereof) and in the Report, is and will remain to be current, true, accurate, supportable and complete as long as Developer remains subject to these Terms. 

6.2  Developer represents and warrants that Developer is and will remain solely responsible for compliance worldwide with all applicable laws and obligations, in connection with any matters that arise from Developer’s provision of the Alternative Billing System to users, including its compliance obligations as the merchant of record for Paid Transactions.

 

7. Audit 

7.1  During the Term and for one year thereafter, Google may examine and audit Developer's books and records relating to any service fees and Taxes in regard to Paid Transactions, payable hereunder to verify the accuracy of such payments. To satisfy an audit request, Developer must, within thirty (30) days of the request: 

(a) provide Google with a copy of the most current, independent third-party assessment of Developer’s controls performed in accordance with international attestation standards SSAE18 / ISAE3402 - SOC 1 Type II report (or a successor report); or 

(b) allow an audit to take place. If Developer elects an audit, such audit must: (i) take place at a mutually agreed time during Developer’s normal business hours; (ii) not occur more than once during any twelve (12) consecutive months; and (iii) only cover statements rendered since the last audit conducted by Google (if any). 

7.2  Google will be responsible for all costs of any audit Google conducts; however, if the audit reveals a deficiency greater than five percent (5%) in the amount of the service fees paid to Google, Developer will reimburse Google for the audit costs.

 

8. Term, Termination, and Disqualification  

8.1  These Terms will continue to apply until terminated.  

8.2  Google may terminate these Terms immediately upon written notice, or with thirty (30) days prior written notice if such notice is required by applicable law in the following events: 

(a) Developer has breached any provision of these Terms or the DDA; 

(b) Google is required to terminate these Terms by law; 

(c) Developer ceases being an authorized Developer, a Developer in good standing under the DDA or related policies held by Google, or is barred from using Android software; or 

(d) when Google’s API(s) for Alternative Billing Systems are made available, if Google decides to terminate the Terms, instead of amending them subject to Section 10 hereof. 

8.3  Where allowed by applicable laws, Google may terminate these Terms upon written notice for any other reason with thirty (30) days prior written notice. 

8.4  If Developer breaches any provision of these Terms, Google may take any action described in the Enforcement Process, currently available at: https://support.google.com/googleplay/android-developer/answer/9899234.

8.5  Google will be entitled to withhold and/or recover any amounts obtained by Developer in breach of these Terms. 

8.6  Developer may terminate these Terms, and cease to offer an Alternative Billing System, upon written notice to Google at: https://support.google.com/googleplay/android-developer/contact/alternative_billing_q.

 

9. Limitation of Liability; Indemnification

9.1  Google will have no liability for any claims arising out of or relating to Developer’s use of an Alternative Billing System for users in the Territories , including but not limited to any unauthorized transaction involving an Alternative Billing System. 

9.2  Developer will defend and indemnify Google, its affiliates, directors, officers, and employees against any third-party legal or regulatory proceeding to the extent arising from Developer’s use of an Alternative Billing System for users in the Territories.

 

10. Changes to the Terms

10.1  Google may make changes to the Terms at any time with notice to Developer and the opportunity for Developer to decline. Developer should look at the Terms and check for notice of any changes regularly. Changes to the Terms will not be retroactive; will become effective, and will be deemed accepted in the following cases: 

(a) immediately if Developer becomes a Developer after the notification is posted; or 

(b) if Developer is a pre-existing Developer, on the date specified in the notice, which will be no sooner than thirty (30) days after the changes are posted (except changes required by law which will be effective immediately). 

10.2  If Developer does not agree with the changes to the Terms, Developer may cease using an Alternative Billing System, which will be Developer’s sole and exclusive remedy. Developer agrees that Developer’s continued use of an Alternative Billing System for users in the Territories will mean that Developer has accepted the Terms and agrees to be bound by the Terms.

 

11. General Legal Terms  

11.1  Developer agrees that if Google does not exercise or enforce any legal right or remedy contained in these Terms (or which Google has the benefit of under any applicable law), this will not be taken to be a formal waiver of Google's rights and that those rights or remedies will still be available to Google.

11.2  If any court of law having the jurisdiction to decide on this matter rules that any provision of the Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

11.3  Developer acknowledges and agrees that each member of the group of companies comprising Google will be a third -party beneficiary to the Terms and that such other companies will be entitled to directly enforce, and rely upon, any provision of these Terms that confers a benefit on (or rights in favor of) them. Other than this, no other person or company will be a third-party beneficiary to the Terms.

11.4  The rights granted in the Terms may not be assigned or transferred by either Developer or Google without the prior written approval of the other party. Any other attempt to assign is void.

11.5  If Developer experiences a change of control (for example, through a stock purchase or sale, merger, by operation of law, or other form of corporate transaction): 

(a) Developer will give written notice to the Google within thirty (30) days after the change of control; and 

(b) Google may immediately terminate the Terms any time between the change of control and thirty (30) days after it receives that written notice.

11.6  All claims arising out of or relating to the Terms or Developer’s relationship with Google under the Terms will be governed by the laws of the State of California, excluding California’s conflict of laws provisions. Developer and Google further agree to submit to the exclusive jurisdiction of the federal or state courts located within the county of Santa Clara, California to resolve any legal matter arising from or relating to the Terms or Developer’s relationship with Google under the Terms, except that Developer agrees that Google will be allowed to apply for injunctive relief in any jurisdiction. To the extent required under applicable law, Developer may have other ways to resolve disputes with Google as described in the Developer Program Policies

11.7  Sections 3.2 (Report), 4 (Payment Terms), 5.4 (Tax Indemnity),  6 (Representations and Warranties) 7 (Audit), 9 (Limitation of Liability; Indemnification) and 11 (General Legal Terms) will survive any expiration or termination of the Terms.

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