Effective as of_______This Developer Agreement (“Agreement”) is a legal agreement between you and ZEASN or its subsidiaries and affiliated companies (“ZEASN,” “we,” or “us”) stating the terms that govern your participation as a registered smart TV application developer. Please read this agreement before pressing the "Agree" Button and checking the box at the bottom of this page. By pressing "Agree," You are agreeing to be bound by the terms of this agreement. If you do not agree to the terms of this agreement, press "Cancel" And you will be unable to become a smart TV application developer (“developer”).
ZEASN: Beijing ZEASN Information Technology Co., Ltd. was established in Beijing in 2011. Headquartered in Beijing, China, it has branches in Fuzhou, Taipei, Hong Kong and Rotterdam, the Netherlands. In 2012, the first smart TV with ZEASN App Store was produced and sold in China. At present, tens of millions of users are using home digital entertainment devices such as smart TV and set-top box with ZEASN service every month.
Whale Ecosystem: jointly built by ZEASN Cloud services and global developers, it is being provided to more than 50 TV brands with customized and diverse Home Digital Entertainment solutions covering more than 100 countries.
Whale Developer Portal: The whole developer platform website, including homepage and The Developer Center.
Developer or You: Any person or company who uploads and manages applications through the Whale Developer Portal may be the copyright owner, or the authorized developer, product, operations, etc.
End user: Users who using products distributed by developers via Whale Developer Portal on smart TV devices.
Developer Account: The account owned by the developer.
Message: Notice sent to developers through Whale Developer Portal, related to application state change or bug feedback, etc.
The Developer Center: A console used by developers to manage their own products or view the data of products.
Intellectual Property Rights: All patent rights, copyrights, trademark rights, rights in trade secrets, database rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.
Affiliates: all persons and entities directly or indirectly controlling, controlled by or under common control with a person, where control may be by management authority, equity interest or otherwise.
- Accepting this Agreement
2.1 This agreement ("Agreement") forms a legally binding contract between You and ZEASN in relation to Your use of Whale Developer Portal.
2.2 If you register as Developer, you will get access to the developer web pages of the Developer Portal. On the developer pages you will find more information about ZEASN and how to develop a service application (“APP”). Furthermore, you will find the software development kit on the developer pages, you need for the development of the APP. All information, documentation, materials and/or software (altogether referred to as “Content”, or “Software” when referred only to the software) you find on the developer pages, is made available to you only for your own use in connection with your participation as a Developer. After you have developed your APP, you can submit your APP to have it verified and tested by ZEASN. Only after approval of your APP your APP shall be displayed on the devices and made accessible for consumers. When you submit your APP, you shall be asked and to complete the registration process to become an accepted Content Partner. Part of the completion of that registration process is that you or your legal entity has to accept the terms and conditions of the Developer Agreement. ZEASN may change, suspend or discontinue providing the Developer Portal, Content or parts thereof at any time, and may impose limits on certain features and materials offered or restrict your access to parts or all of materials without notice or liability.
3.1 You authorize ZEASN to copy, perform, display, analyze, and use Your Products in connection with (a) the provision of hosting services to You and on Your behalf to allow for the storage of and user access to the Products and to enable third party hosting of such Products, (b) improve to Whale Developer Portal, the Developer Center; and (c) Confirm compliance with this Agreement. This license is free of copyright tax, non-exclusive, and applicable worldwide.
3.2 You grant users a non-exclusive permanent license to perform, display, and use the product in the worldwide. If You choose, you also include a separate end user license agreement (“EULA”) in Your Product to restrict users' rights, but, to the extent that EULA conflicts with this Agreement, this Agreement will supersede the EULA. You confirm that the EULA of each product just applies to You and your users. ZEASN will not be responsible for any EULA.
4.Use of Whale Developer Portal by You
4.3 You must upload Your Product to Whale Developer Portal, providing Product information and support required by users, and truthfully disclose the permissions necessary for the Product to perform on the user’s devices.
4.4 In addition to the license rights granted by You in this Agreement, ZEASN agrees that it will not obtain any rights, ownership or interest of your product from you or your licensor under this agreement, including the intellectual property of these products.
4.5 You agree to use Whale Developer Portal only for the purposes permitted by this agreement and any applicable laws, regulations or generally accepted practices or guidelines in the relevant jurisdictions (including any laws relating to the export of data or software to Europe and from Europe to other countries).
4.6 You promise that the product you upload in the Whale Developer Portal meets the requirements to protect the privacy and legitimate rights of users. If the users provide You with, or Your Product accesses or uses, registration information or other personal information, you agree to make the users aware that the information will be available to Your Product, and You agree to provide legally adequate privacy notice and protection for those users. You may only use that information for the limited purposes for which the user has given You permission to do so. If Your Product stores personal or sensitive information provided by users, you agree to guarantee the security of the storage, and the time shall not exceed the necessary period. You can choose to enter into a separate agreement with the user that allows You or Your Product to store or use personal or sensitive information directly related to Your Product (not including other products or applications), then the terms of that separate agreement will govern Your use of such information.
4.7 Users may give you some feedbacks on any problems with your product in accordance with the instructions. You must take full responsibility for such feedbacks. ZEASN is not responsible for the support and maintenance of your products, nor does it have to deal with all complaints related to your products. Your contact information will be displayed on the details page of your product, so that users can get in touch with you in a timely manner. You agree to provide real and valid contact information, and update relevant information in time. For Your paid Products or in-app transactions, you agree to respond to customer support inquiries within 3 business days, and within 24 hours to any support or Product concerns stated to be urgent by ZEASN. Failure to provide adequate information or support for Your Products may result in less prominent Product exposure or removal from Whale Developer Portal by ZEASN.
4.8 You understand and agree that by becoming a Developer that you are of the legal age of majority in the jurisdiction in which you reside (at least 18 years of age in many countries) and you represent that you are legally permitted to become a Developer. This Agreement is void where prohibited by law and the right to become a Developer is not granted in such jurisdictions. Unless otherwise agreed or permitted by ZEASN in writing, you cannot share or transfer any rights you receive from ZEASN in connection with being a Developer.
4.9 You warrant that you will not engage in or participate in any interference, interruption, disruption or unauthorized access to any third party's equipment, servers, networks or other property or services, including but not limited to ZEASN, when using the Whale Developer Portal (including the provision of your product through the Whale Developer Portal). Unless expressly permitted herein or otherwise permitted in a separate agreement with ZEASN, you may not modify, publish, network, rent, lease, loan, transmit, sell, participate in the transfer or sale of, reproduce, create derivative works based on, redistribute, perform, display, or in any way exploit any of the Developer Portal, Content in whole or in part. You may not decompile, reverse engineer, disassemble, attempt to derive the source code of any software or security components of the Developer Portal or of the Content. Use of the Developer Portal or Content to violate, tamper with, or circumvent the security of any computer network, software, passwords, encryption codes, technological protection measures, or to otherwise engage in any kind of illegal activity, or to enable others to do so, is expressly prohibited.
You shall be solely responsible for Your product (including any use of the Whale Developer Portal API) and the resulting consequences (including any loss or damage that ZEASN may incur), and ZEASN shall not be liable to you.
5.1 You may remove your products from the Whale Developer Portal at any time if you no longer distribute products in the Whale Developer Portal. You agree to comply with this agreement including, but not limited to, refund requirements before removing the product. If You remove Your Products from the Whale Developer Portal, it will not(a) affect the rights of users who have previously purchased or downloaded Your Products; (b) remove Your Products from Devices or from any part of Whale Developer Portal where previously purchased or downloaded applications are stored on behalf of users; or (c) change Your obligation to deliver or support Products or services that have been previously purchased or downloaded by users.
5.2 Despite the clause 5.1, You must remove any product from Whale Developer Portal and provided written notice to ZEASN that such removal was due to (a) an allegation of infringement, or actual infringement, of any third party Intellectual Property Right; (b) an allegation of, or actual violation of, third party rights; or (c) an allegation or determination that such Product does not comply with applicable law (collectively "Legal Takedowns").If a Product is removed from Whale Developer Portal due to a Legal Takedown, ZEASN will not retain the Product in any part of the Whale Developer Portal, includes, but is not limited to, parts of the Whale Developer Portal that store previously purchased or downloaded applications for the user. If an end user purchased such Product within a year (or a longer period as local consumer law mandates) before the date of takedown, at ZEASN's request, you agree to refund to the end user all amounts paid by such end user for such Product.
5.3 ZEASN does not undertake an obligation to monitor the Products or their content. If ZEASN becomes aware and determines in its sole discretion that a Product or any portion thereof (a) violates any applicable law; (b) violates this Agreement, as may be updated by ZEASN from time to time in its sole discretion;(c)creates liability for or has an adverse impact on ZEASN, then ZEASN may reject, remove, suspend, or reclassify the Product from Whale Developer Portal or from Devices. ZEASN reserves the right, at its sole discretion, to suspend and/or bar any Product and/or Developer from Whale Developer Portal or from Devices. If Your Product contains elements that could cause serious harm to user devices or data, ZEASN may at its discretion disable the Product or remove it from Devices on which it has been installed. If Your Product is rejected, removed, or suspended from ZEASN Play or from Devices pursuant to this Section5.3, then ZEASN may withhold payments due to Developer.
6.Privacy and Information
6.1 ZEASN committed to protecting user privacy and providing a safe and secure environment for our users. Apps that are deceptive, malicious, or intended to abuse or misuse any network, device, or personal data are strictly prohibited.
6.2 You must be transparent in how you handle user data (e.g., information collected from or about a user, including device information). That means disclosing the collection, use, and sharing of the data, and limiting the use of the data to the purposes disclosed, and the consent provided by the user. These ZEASN requirements are in addition to any requirements prescribed by applicable privacy or data protection laws.
6.3 If your products will handle the personal and sensitive user data includes, but isn't limited to, personally identifiable information, financial and payment information, authentication information, phonebook, contacts SMS and call related data and sensitive device or usage data, then you must:
6.3.1 Limit your collection and use of this data to purposes directly related to providing and improving the features of the app.
6.3.3 Handle all personal or sensitive user data securely.
6.4 In some cases, users may not expect applications to provide personal or sensitive user data in order to provide or improve functionality, you must provide an in-app disclosure statement that describes how data is collected and used.
6.4.1 Your app must provide an in-app disclosure of your data collection and use. The in-app disclosure:
(a) must appear in the application and must not be placed only in the Whale Developer Portal product details or on the website;
(b) It must be displayed in the normal use of the application by the user and can be viewed without the user opening any menus or settings;
(c) The data to be collected must be specified;
(d) The use of the data must be stated;
(f) Not to be included in other disclosure statements that are not related to personal data or sensitive data collection.
6.4.2 In the in-app disclosure statement, you must request the user's consent. In seeking the user's consent, the following requirements must be met:
(a)The consent box must be presented in a clear and unambiguous manner;
(b)The user must be required to perform a clear confirmation operation to grant authorization;
(c) Not to begin collecting personal or sensitive data without the express permission of the user;
(d) The user's action to leave the disclosure page (including clicking another location to leave or clicking the Back or Home screen buttons) shall not be deemed to be consent;
(e) messages which will automatically close or have a time limit shall not be used.
6.4.3 if you publish products in Whale Developer Portal that process users' financial information, payment information or official ID numbers, you may not publicly disclose any personal or sensitive user data related to financial, payment activities or government-issued ID numbers.
6.4.4 If the products you publish in Whale Developer Portal will deal with the non-public telephone directory or contact information of users, you shall not publish or disclose the non-public contact information of others without authorization.
6.5 If your products published in Whale Developer Portal are accessing, using or processing personal information provided by ZEASN which is from the EU or Switzerland and which can be identified directly or indirectly ("EU personal information"), you must:
(a) Comply with all applicable laws, decrees, regulations and provisions relating to privacy, data security and data protection;
(b) Access, use or processing of EU personal information for the purposes agreed to by the parties to the information;
(c) To take appropriate organizational and technical measures to protect EU personal information from loss, misuse, unauthorized or unlawful access, disclosure, alteration and destruction;
You must regularly monitor your compliance with these conditions. In the event that you are unable to comply with these conditions (or where there is a substantial risk that you will be unable to comply), you must immediately notify us in writing and in such circumstances you should immediately cease to process EU personal information or take reasonable and appropriate measures to ensure that the user's information security continues to be adequately safeguarded.
6.6 In order to continuously innovate and improve Whale Developer Portal, related products and services, and the experience of users and developers using ZEASN products and services, ZEASN may collect certain usage statistics through Whale Developer Portal and devices, including but not limited to products, Whale Developer Portal and information on current usage of the device.
6.7 ZEASN will use the collected data to improve the experience of Whale Developer Portal, related products and services, and users and developers using ZEASN products and services. Developers can access certain data collected by ZEASN through The Developer Center.
7. Term and Termination
7.1 ZEASN may terminate or suspend you as a Developer at any time in ZEASN’s sole discretion. If ZEASN terminates you as a Developer, ZEASN reserves the right to deny your reapplication at any time. You may terminate your participation as a Developer at any time, for any reason, by sending an email to . Upon any termination or, at ZEASN’s discretion, suspension, all rights and licenses granted to you by ZEASN will cease, including your right to access the Developer Portal, and you agree to destroy any and all Confidential Information that is in your possession or control. No refund or partial refund of any fees paid for the Services shall be made for any reason. The surviving clauses listed in Article 13.8 after the termination of this Agreement are still valid
7.2 ZEASN may suspend or terminate this Agreement at any time if: (a) you violate any of this Agreement or any other relevant agreement; (b) the law requires ZEASN to suspend or terminate this Agreement; (c) you do not the authorized developer or a reputable developer; or (d) ZEASN decided not to provide Whale Developer Portal.8.Declaration and guarantee
8.1 You represent and warrant that you own all intellectual property rights (including trademarks, copyrights, patents, trade secrets and other proprietary rights) of your products and will not encourage or induce others to infringe intellectual property rights. Before you publish your app, check to see if your app contains any invocation of copyright infringement in any way, and if necessary, legal advice.
8.2 If you use third party content, you represent and warrant that you have the right to issue such third-party content in the corresponding product. You agree that you will not submit any content subject to third party intellectual property rights to Whale Developer Portal unless you are the owner of such rights or the legal owner of such rights allows you to submit such content.
8.3 You represent and warrant that the content of the products you publish on the Whale Developer Portal complies with local laws. If your product is intended for minors, you agree that your product will not have an adult theme.
8.4 You represent and warrant that the products you publish on the Whale Developer Portal do not contain or promote pornographic content (such as obscene content) or any content or service related to sexual pleasure. This is not the case if nudity is primarily used for educational, scientific, scientific, or artistic purposes, and is necessary for inclusion or promotion.
8.5 You represent and warrant that the products you publish on the Whale Developer Portal will not send or send spam to users in the Whale Developer Portal (e.g. spam or mail to the user), or without the user confirming the content and recipients In the case of a user, send a text message, email or other message on behalf of the user.
8.6 You represent and warrant that the products you publish on Whale Developer Portal can provide a stable, engaging and responsive user experience.
8.7 You represent and warrant that as a subject of trading with the User, you are solely responsible for complying with all applicable laws and other obligations on a global basis.9.Disclaimer
9.1 You understand and expressly agree to use the Whale Developer Portal and The Developer Center at your own risk.
9.2 The use of The Developer Center and Whale Developer Portal and any content obtained by downloading or otherwise through either is at your sole discretion and at your own risk; You will be responsible for any damage or loss of data to your computer system or other equipment as a result of such use.
9.3 ZEASN further expressly States that ZEASN disclaims all warranties and conditions, express or implied, of any kind, including, but not limited to, implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement of the rights of others.10.Limitation of liability
To the fullest extent permitted by law, you understand and expressly agree that ZEASN and its subsidiaries, affiliates, for any indirect, incidental, special, consequential or punitive damages (including any loss of data) resulting from your actions. Neither the company nor the licensor is liable to you, whether based on any liability theory or whether ZEASN or his representative has been informed or should have been aware of the possibility of any such loss.11. Compensation
To the fullest extent permitted by law, you agree to any third party claims, legal actions, legal actions and legal proceedings, and any loss, liability, damage, expense and expenses (including reasonable attorneys' fees) for the following reasons defend and provide damages to ZEASN, its affiliates, their respective directors, officers, employees and agents from damage: (a) You action violates this Agreement when you use the Developer Center and Whale Developer Portal; (b) your product infringes or violates any intellectual property rights or any other rights of any other person; or (c) you or your product violates any law.12. Amendment
ZEASN reserves the right, at its discretion, to modify this Agreement, including any rules and policies at any time. You will receive a notice of such modification with the request to accept the change to the agreement. However, it is your responsibility to review and become familiar with any such modifications (including new terms, updates, revisions, supplements, modifications, and additional rules, policies, terms and conditions) (“Additional Terms”) before you accept them. After your acceptance the Additional Terms shall be considered incorporated into this Agreement.13. General legal provisions
13.1 This Agreement, including any addenda You may have agreed to separately, constitutes the entire legal agreement between You and ZEASN and governs Your use of Developer Portal. The English language version of this Agreement will control and translations, if any, are non-binding and for reference only.
13.2 If any court of law having the jurisdiction to decide on this matter rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable.
13.3 Products on Developer Portal may be subject to Europe and other jurisdictions export laws and regulations. You agree to comply with all domestic and international export laws and regulations that apply to your distribution or use of products. These laws include restrictions on destinations, users, and end use.
13.4 You agree that this agreement shall be governed by the laws of the People's Republic of China without regard to the applicable principles of conflict of laws. All disputes arising from or in connection with this contract shall be submitted to Beijing Arbitration Commission for arbitration in accordance with its rules of arbitration in effect at the time of applying for arbitration. The seat of arbitration shall be Beijing. The arbitral award is final and binding upon both parties.
13.5 Whale Developer Portal may be subject to united states and other jurisdictions export laws and regulations. You agree to comply with all domestic and international export laws and regulations that apply to your distribution or use of products. These laws include restrictions on destinations, users, and end use.
13.6 In the event of a change in your control, ZEASN may, at its option, immediately terminate this Agreement.
13.7 All claims arising out of or relating to this Agreement or Your relationship with ZEASN under this Agreement will be governed by the laws of the People's Republic of China, without regard to its conflict of laws provisions. All disputes arising from or in connection with this contract shall be submitted to Beijing Arbitration Commission for arbitration in accordance with its rules of arbitration in effect at the time of applying for arbitration. The seat of arbitration shall be Beijing. The arbitral award is final and binding upon both parties.