As I am sure many of you are aware the Notion Ink (NI) Adam Android tablet opened the flood gates to a lucky few loyal followers of their NotionInk.Wordpress blog at approximately 11:59 PM IST December 9th. For those of us that followed the Adam device closely over the past year yet did not contribute to the WordPress blog community NI has communicated that the “Public” Pre-Ordering will be open for business at 6 AM IST December 10th. An unofficial URL has been spotted on the NotionInk website which instructs users to come back later – (http://notionink.com/order.php) Also spotted on the NI website is a hint that some sort of Development community is underway. As of now NI is sharing very little information about their plans as you will notice the only glimpse of their plans is a Developers link that routes users to http://development.notionink.com with a sleek splash screen which reads “be the revolution”. Wow so not only is this device shaping up to be the most powerful android tablet on the market today we can also look forward to a large development backing? What support from NI will the development community have? How will developers in the community distribute their applications? Since Android is open source will the development community have access to NI source code? Before now most of those questions would be nearly impossible to answer. With a little poking around and some luck I was able to come across the “Notion Ink ISV Program Agreement”. Ok so whats so special about that you may ask. Hmm take a look for yourself.
Highlights in the document:
Application Programming Interface Documentation (“API”)
Software Development Kit (“SDK”)
Developer Support Forums (“Forums”)
Developer Support Website (“Site”)
Genesis Market (guessing this is where the development community can market and sell their apps?)
Now for the good stuff — the actual agreement:
NOTION INK ISV PROGRAM AGREEMENT
1. SCOPE
This agreement covers your (“Application Provider”) registration with Notion Ink as an Independent Software Vendor (ISV) for Notion Ink’s Independent Software Vendor Program. Your registration as an ISV will enable you to access the following Notion Ink services (“Services”):
– Notion Ink Independent Software Vendor Program (“Program”)
– Genesis Apps Service (“Genesis”)
– Application Programming Interface Documentation (“API”)
– Developer Support Website (“Site”)
– Developer Support Forums (“Forums”)
– Software Development Kit (“SDK”)
You must accept and agree to all the provisions of this agreement to complete the registration, create your developer account and be licensed to access the abovementioned Services.
2. DEFINITIONS
“Application” means the object code version (including without limitation any third party software contained therein) of a software application (or other downloadable content, identified in the Developer Websites as types of products which may be made available for the Notion Ink Devices) developed or customized by you for use on Notion Ink Devices, including both free Applications and paid Applications, together with all updates, replacements or modifications thereof.
“Authorized Users” has the meaning set forth in Section 3.3.
“Confidential Information” means all non-public information that Notion Ink designates, either in writing or verbally, as being confidential, or which, under the circumstances of disclosure, ought to be treated as confidential. Confidential Information includes: (a) information relating to business policies or practices, customers or suppliers, products and business, or Notion Ink’s development plans and milestones, and (b) any information received from others that Notion Ink is obligated to treat as confidential, but does not include information that was known to you prior to disclosure by Notion Ink, or information that becomes publicly available through no fault of yours.
“Developer Websites” means the websites, currently at http://developers.notionink.com and http://genesis.notionink.com, through which Notion Ink communicates with Application Provider and through which Application is submitted for review, approval and distribution through Genesis.
“FOSS” means free and open source software.
“Marks” means the trademarks, logos, icons, short and long product descriptions, and screenshots you provide to Notion Ink for use in connection with the distribution of your Application through Genesis.
“ISV Account” means a service account for the Developer Websites and Genesis Apps, which includes a user name and password.
“Notion Ink Devices” means all Notion Ink hardware devices in the market, whether at present or in future, including but not limited to Adam.
“Notion Ink Platform” means the operating system used in Notion Ink Devices.
“Purchaser” means any end user customer of Genesis who downloads an Application, regardless of whether such customer pays a fee to obtain the Application.
“SDK” means the software development and testing kit provided by Notion Ink under this agreement.
3. AUTHORIZED USES
3.1. You may access the abovementioned Services only for the purpose of developing Applications for Notion Ink Devices and for distributing your Applications to users of such Notion Ink Devices exclusively through Genesis in accordance with the provisions of this agreement.
3.2. As part of the Program, you may be granted access to additional software or services which may be subject to additional license terms and conditions. By accessing, downloading or using such software or services, you must agree to all such terms and conditions.
3.3. You may create copies of the documentation and other content made available to you as part of the Program for limited distribution within your company, organization or group and grant others within your company, organization or group (“Authorized Users”) access to the abovementioned Services, only on need to know basis, subject to the condition that all such copies contain a copy of this agreement and all such Authorized Users agree to and comply with all the provisions of this agreement.
3.4. Any other use is prohibited, including without limit:
3.4.1. Distribution of Notion Ink’s software or documents, except under the provisions of this agreement or with the written consent of Notion Ink
3.4.2. Distribution of Applications, except:
3.4.2.1. Through Genesis
3.4.2.2. To a reasonable number of test devices
3.4.2.3. As authorized in writing by Notion Ink
3.4.3. Use of Notion Ink or Adam trademarks or logos
3.4.4. Use of Notion Ink’s software or services made available under this agreement or engage in any activity on Genesis that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of Notion Ink or any third party or to commit an illegal act.
3.4.5. Use information obtained from Genesis to sell or distribute Application outside of Genesis.
4. WARRANTIES
4.1. You represent that you have the legal right to enter this agreement in your jurisdiction.
4.2. If you are entering this agreement on behalf of a company, organization or group, you represent that you are authorized to do so by the company, organization or group.
4.3. The information you provide to Notion Ink as part of the registration process and at any point in time subsequently is and shall be true, complete, accurate and current.
4.4. 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(s) under this agreement and for your Application(s) to access any Internet-based services, if any, to which the Application(s) enables access.
4.5. Listing and distribution of your Application in Genesis does not violate rights of any third party or any agreements to which you are a party or of which you are otherwise aware.
5. REGISTRATION AND ACCOUNT
5.1. In order to gain access to the Notion Ink’s software and Services covered by this agreement, you are required to register with Notion Ink and create a Market Account.
5.2. You must not share your Market Account details with any third party or enable others to use your Market Account for availing Notion Ink’s software or documents.
5.3. You are solely responsible for any activity that takes place on or using your Market Account.
5.4. You must keep your Market Account in good standing, which includes without limit complying with this agreement and providing true, complete, accurate and current information in connection with your Market Account.
5.5. Notion Ink may verify any information you submit at the time of or after registration, which may include sharing your information with third party offering verification services.
5.6. Failure to keep your ISV Account in good standing may, among other things, result in the revocation of your Market Account, removal of your Application(s) from Genesis, and loss of Application ratings and reviews.
6. GENESIS MARKET
6.1. TERMS OF SERVICE
6.1.1. By submitting the executable binary files of your Application to Notion Ink for review (technical, functional, content, and other requirements), approval and possible distribution through Genesis, you accept and agree to the terms under this Section 6 of this agreement.
6.1.2. All copies of the Application (e.g. the electronic files) you submit will be retained (or destroyed) by Notion Ink and will not be returned.
6.1.3. You accept and agree that Notion Ink may refuse to distribute your Application for any reason, including, without limit, non-compliance with the Application requirements set forth under Section 6.3 of this agreement. Notion Ink will not be liable for any costs, losses or liabilities incurred as a result of non-approval of your Application.
6.1.4. You will not attempt to hide features, content or functionality of your Application from the Notion Ink application reviewers.
6.1.5. You accept and agree that Notion Ink may require from you additional information or access in order to review your Application completely.
6.1.6. You accept and agree that if you make changes, update or improvement to the Application after its initial approval, you must resubmit the Application with Notion Ink for its review and approval.
6.1.7. Your license agreement with the Purchaser of your Application must include the minimum standard terms set forth in Appendix A.
6.1.8. Except as set forth in this agreement and license granted hereunder, Notion Ink will not have any right, license or ownership in and to your Application (s).
6.2. LICENSE GRANT
6.2.1. You explicitly agree that the Application developed by you shall be distributed to the Purchaser only through Genesis. You hereby appoint Notion Ink as your legal worldwide agent, distributor or commissionaire, as applicable, to host, reproduce, market, promote, and deliver the Application (s) to the Purchaser. You authorize and instruct Notion Ink to:
6.2.1.1. Solicit and obtain orders on your behalf for the Application in the countries you designate
6.2.1.2. Store copies of and format the Application for distribution to Purchaser, including adding security solutions
6.2.1.3. Allow Purchasers to download the Application from Genesis
6.2.1.4. Use Marks you submit with Notion Ink for promotion, except those Marks that you do not have the right to use in promotion, which you must expressly identify and inform to Notion Ink, at the time of submission of your Application for review and approval.
6.2.2. If you wish to charge Purchasers a fee for the license to use the Application, in addition to the above provisions you authorize and instruct Notion Ink to:
6.2.2.1. Collect from the Purchaser the specified Application license fee using any payment method selected by Notion Ink and remit that amount to an Application Provider Account maintained by Notion Ink on your behalf.
6.2.2.2. Withhold Notion Ink’s commission and transfer the remaining license fee amount to you, as specified in the Commercial Terms below.
6.2.3. Notion Ink’s relationship with you is that of an agent, distributor or commissionaire, as applicable, with you as principal, and any claims and liabilities involving the Application will be solely your responsibility. This relationship is non-exclusive.
6.3. APPLICATION REQUIREMENTS
6.3.1. Application (s) may use only documented application programming interfaces (APIs) and cannot call any private APIs
6.3.2. Application (s) may not download or install any executable code, including without limit program updates and patches.
6.3.3. Applications may not download or install additional features or functionality through mechanisms other than Genesis, except with the prior written consent of Notion Ink.
6.3.4. You and your Application (s) must comply with all applicable criminal, civil and statutory laws and regulations, including all applicable privacy and data collection laws and regulations in all jurisdictions in which your Applications are distributed. You and your Application (s) must also comply with any Notion Ink requirements related to such aspects.
6.3.5. Application (s) that record audio, images, video or location data must include a visual indication while such recording is taking place.
6.3.6. Application (s) must not disable, override or otherwise interfere with the Notion Ink Devices or any Notion Ink implemented system alerts, warnings, display panels, consent panels and the like, including, but not limited to, those that are intended to notify the Purchaser or obtain their consent for access to personal information or other features of the Notion Ink Device. Applications may not attempt to perform any actions for which the Purchaser’s consent has been denied or withdrawn.
6.3.7. You must own or obtain an appropriate license for all copyrighted music, images, video and other content or intellectual property included or used in the Application.
6.3.8. Applications may not contain any obscene, pornographic, offensive or defamatory content.
6.3.9. Your Application must comply with any other guidelines or documentation provided by Notion Ink from time to time.
6.3.10. Application (s) may not contain any malicious or harmful programs or components (e.g. computer viruses, Trojan horses, “backdoors”) that could adversely affect other software, firmware, hardware, data, systems, services or networks of Notion Ink, the Purchaser or any third party.
6.3.11. You must comply with all licensing terms of FOSS if your Application uses it. You may not use FOSS in your Application in such a way as to cause non-FOSS portions of Notion Ink Software or any other software made available at Genesis to be subject to any FOSS licensing terms or obligations.
6.3.12. Application (s) may not provide voice over internet protocol (VoIP) functionality over the cellular network, unless permitted to do so through a separate agreement with Notion Ink.
6.3.13. Any additional services provided to you by Notion Ink for use in connection with your Application may be subject to separate terms and conditions.
6.4. COMMERCIAL TERMS
6.4.1. If you do not wish to charge a license fee for your Application, you may distribute it worldwide through Genesis at no charge.
6.4.2. If you wish to charge a license fee for your Application, you may only distribute it, through Market, in the countries and territories where Notion Ink supports paid Applications. Also, you must be a legal resident of, or representative of a legal entity registered in, one of the countries or territories where Notion Ink supports paid application developers.
6.4.3. Notion Ink charges 30% of the license fee as a commission for distributing your Application and the remaining 70% license fees will be credited to Application Provider Account with Notion Ink. The Application Provider Account will be denominated in US Dollars.
6.4.4. If the balance in your Application Provider Account at the end of each month exceeds a minimum amount of $20, the same will be paid to you through the transfer method that you choose from among those offered by Notion Ink. Any charges for the transfer will be deducted from your account. If you wish to be paid in a currency other than US Dollars, the exchange rate offered by the transfer processor at the time of the transfer will be applied and all expense and compliances in relation to such transfer shall be your responsibility.
6.4.5. Notion Ink will charge and remit any sales, use, goods and services, value added or other similar tax in any country and territory where you license or offer to license Application to the Purchaser.
6.4.6. If Notion Ink removed any Application(s) of yours from Genesis for any reason, Notion Ink will deduct any costs incurred in connection with the removal of such Application(s) from the Application license fee payable to you under this Section 6.4.
6.4.7. You are responsible for your own taxes, including taxes unique to where you reside, related to payments you may receive under this agreement. If taxes are required to be withheld on any amounts to be paid by Notion Ink (and, if applicable, its third party payment processor) to you, Notion Ink will deduct such taxes from the amount owed and pay them to the appropriate taxing authority and will secure and deliver to you an official receipt for any such taxes withheld. Notion Ink shall use reasonable efforts to minimize such taxes to the extent permissible under applicable law, and both parties shall reasonably cooperate with each other to obtain the lowest tax rates or elimination of such taxes pursuant to the applicable income tax treaties.
7. DOCUMENTS AND SUPPORT
7.1. All Notion Ink Software/Documents are the intellectual property of Notion Ink and may not be copied, transmitted or distributed except under the terms of this agreement.
7.2. You agree to abide by any rules, regulations or codes of conduct formulated by Notion Ink for use of the Notion Ink Services, Developer Websites and support forums. You accept and agree that your access to Developer Websites may be suspended any time by Notion Ink without giving any warning or reason.
7.3. Notion Ink does not guarantee any level of service, accuracy or completeness of information on the developer support forums or Developer Websites, irrespective of whether the information is provided by a Notion Ink employee or a third party. Under no circumstance is Notion Ink liable for any costs, losses or liabilities incurred due to any inadequacies of Developer Websites or Services.
8. CONFIDENTIALITY
8.1. You must not disclose to any third party any Confidential Information received from Notion Ink as part of the Program.
8.2. You agree that at all times during the term of this agreement, and for five (5) years thereafter, you will hold the Confidential Information in confidence, and will not use or disclose it to any third party (other than in response to lawful requests from law enforcement authorities or to distributors or permitted contractors to the extent they are performing your obligations under this agreement subject to confidentiality obligations that are at least as protective as those contained in this Section 8.1.), any Confidential Information.
9. INDEMNIFICATION
9.1. You agree to indemnify, defend and hold harmless Notion Ink, its directors, agents, employees or independent contractors of any claim arising due to any content or feature in your Applications, or any shortcomings, failures or unintended effects of your Applications, irrespective of whether such failure was caused or aggravated by any deficiency in any Notion Ink provided hardware, software or services or a claim arising out of any infringement of any third party’s intellectual property.
10. TERM AND TERMINATION
10.1. The term of this agreement is one year commencing on the date of activation of your ISV Account.
10.2. This agreement may be terminated by either party:
10.2.1. at any time and for any reason (or no reason) by giving at least sixty (60) days written notice.
10.2.2. immediately in the event of a material breach of this Agreement by the other party which is not cured within thirty (30) days after receipt of written notice of the breach.
11. DISCLAIMER
11.1. Notion Ink does not guarantee any maintenance, support or upgrades to the SDK
11.2. Notion Ink provides the Notion Ink Services “as-is,” “with all faults,” and “as available.” You bear the risk of using the Notion Ink Services to distribute your Application(s). To the extent permitted by applicable law, Notion Ink excludes any implied warranties or conditions, including those of product liability, merchantability, fitness for a particular purpose, workmanlike effort, and non-infringement, relating to the Notion Ink Services. Without limiting any of the foregoing, Notion Ink expressly disclaims any warranties that access to or use of its Services will be uninterrupted or error free.
12. GENERAL TERMS
12.1. Certain Services made accessible to you may be provided by third parties. You acknowledge that Notion Ink will not have any liability or responsibility to you or any other person (including to any Purchaser) for any third-party services or for any Notion Ink Services.
12.2. Notion Ink reserves the right to change, suspend, remove, or disable your access to any Services at any time. In no event shall Notion Ink be liable for any claims on account of the removal of or disabling of your access to any such Services.
12.3. You consent to the collection and use of data relating to your ISV Account and use of the Services provided as part of the Program.
12.4. Your rights under this agreement cannot be transferred without prior written agreement from Notion Ink. Notion Ink may assign or transfer its rights under this agreement freely.
12.5. Program requirements or the terms of this agreement may change at any time at the sole discretion of Notion Ink. You must accept and agree to the new Program requirements and/or new terms of this agreement to continue accessing Notion Ink software and Services
12.6. This agreement does not restrict Notion Ink from developing any other software, devices or services including those that may compete with your Application (s).
12.7. Any notices to Notion Ink should be sent through e-mail to: legal@notionink.com
12.8. If any applicable law prevents the enforcement of any clause of this agreement, then such clause shall be enforced to the maximum extent permissible under applicable law and all other clauses will be fully enforced. If any applicable law prohibits you from carrying out your obligations under this agreement, this agreement will immediately terminate.
12.9. Notion Ink’s failure to enforce any provision of this agreement shall not be deemed a waiver of future enforcement of that or any other provision.
12.10. This Agreement is governed by the laws of India, which apply to the interpretation of this agreement and to any claims for breach of it, regardless of conflict of laws principles. You irrevocably consent to the exclusive jurisdiction and venue of the courts at Bangalore, India for all disputes arising out of or relating to this agreement.
APPENDIX A
INSTRUCTIONS FOR MINIMUM STANDARD LICENSE TERMS
1. Acknowledgement: You and the Purchaser must acknowledge that the Purchaser License Agreement (“PLA”) is concluded between you and the Purchaser only, and not with Notion Ink, and you, not Notion Ink, are solely responsible for the Application and the content thereof. The PLA may not provide for usage rules for Application that are less restrictive than the usage rules set forth for the Application in or otherwise be in conflict with the ISV Program Agreement or Notion Ink’s Terms of Service for Genesis (“Terms of Service”) as of the effective date of the PLA (which you acknowledge you have had the opportunity to review).
2. Scope of License: The license granted to the Purchaser for the Application must be limited to a non-transferable license to use the Application only on the Notion Ink Device that the Purchaser owns or controls and as permitted by the usage rules set forth in the Terms of Service.
3. Maintenance and Support: You must be solely responsible for providing any maintenance and support services with respect to the Application, as specified in PLA, or as required under applicable law. You and the Purchaser must acknowledge that in any circumstances Notion Ink shall not have any obligation whatsoever to furnish any maintenance and support service with respect to the licensed Application.
4. Warranty: You must be solely responsible for any Application warranties, whether express or implied by law, to the extent not effectively disclaimed. Notion Ink will have no warranty obligations whatsoever with respect to the licensed Application and any other claims, losses, liabilities, damages, costs or expenses attributable to Application’s failure to conform to any warranty and the same will be exclusively your responsibility.
5. Product Claims: You and the Purchaser must acknowledge that you, not Notion Ink, are responsible for addressing any claims of the Purchaser or any third party relating to the licensed Application, including but not limited to product liability claim, any claim that the licensed Application fails to conform to any applicable legal or regulatory requirement and claim arising under consumer protection or similar legislation. The PLA may not limit your liability to the Purchaser beyond what is permitted by applicable law.
6. Intellectual Property Rights: You and the Purchaser must acknowledge that, in the event of any third party claims that the licensed Application or the Purchaser’s possession and use of that Application infringes that third party’s rights, you, and not Notion Ink, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
7. Legal Compliance: The Purchaser must represent and warrant that he/she is not listed on any Indian government list of prohibited or restricted parties.
8. Application Provider Name and Address: You must state in the PLA your name and address and the contact information (telephone number; email address) to which any Purchaser questions, complaints or claims with respect to the licensed Application should be directed.
9. Third Party Beneficiary: You and the Purchaser must acknowledge and agree that Notion Ink is third party beneficiary of the PLA and that upon the Purchaser’s acceptance of the terms and conditions of the PLA, Notion Ink will have the right (and will be deemed to have accepted the right) to enforce the PLA against the Purchaser as a third party beneficiary thereof.
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