SketchUp Extension Warehouse Developer Terms
Last updated: March 11, 2016
© 2016 Trimble Navigation Limited. All rights reserved.
Copyright & Trademarks
1. Acceptance of Developer Terms Through Use; Changes to Developer Terms
Welcome to the SketchUp Extension Warehouse Developer Program.
These Developer Terms (“Developer Terms”) apply to you when posting Extensions or other Developer Materials or operating in any manner as a developer of SketchUp Extensions (“Developer” or “you”) in connection with the Trimble Navigation Limited (“Trimble”) SketchUp Extension Warehouse and any other elements of that website or subdomains (collectively, the (“Warehouse”). These Developer Terms incorporate the SketchUp Extension Warehouse Developer Center Guidelines (“Developer Guidelines”) found here.
PLEASE READ THESE DEVELOPER TERMS CAREFULLY BEFORE SUBMITTING, UPLOADING OR POSTING ANY EXTENSIONS OR OTHER DEVELOPER MATERIALS TO THE WAREHOUSE. YOUR SUBMITTING, UPLOADING OR POSTING OF ANY EXTENSIONS OR OTHER DEVELOPER MATERIALS TO THE WAREHOUSE INDICATES YOUR AGREEMENT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS CONTAINED OR REFERENCED IN THESE DEVELOPER TERMS. IF YOU DO NOT AGREE TO THESE DEVELOPER TERMS, YOU MAY NOT OPERATE AS A DEVELOPER.
Changes to Terms
: Please note that Trimble reserves the right to update and change these Developer Terms from time to time in its discretion and will post a notice on the Warehouse when these Developer Terms have changed. Please also check these Developer Terms periodically for changes. Your continued use of the Warehouse following the posting of any changes to these Developer Terms will confirm your acceptance of those changes. These Developer Terms constitute a binding, legal agreement between you and Trimble and are intended to have the same force and effect as if you signed them. The Warehouse and other services are only available to persons who can form legally binding contracts under applicable law. If you do not qualify, you may not use the Warehouse.
2. Becoming a Developer
In order to become a Developer, you must first create a Warehouse account and then apply to become a Developer. Trimble may approve or reject your application in its sole discretion, but in each case will notify you by email. Once you have been approved as a Developer, you may submit Extensions for distribution to end users through the Warehouse for free or for a fee as further described below. Trimble may terminate your status as a Developer at any time in accordance with Section 13 (Termination of Developer Terms and Activities).
3. Distribution of Extensions through the Warehouse
A. Submission of Extensions.
Subject to your compliance with these Developer Terms, the Developer Guidelines and any other qualifications or requirements of Trimble for Extensions (collectively, “Qualifications”), you may submit, upload and post Extensions for distribution to end users through the Warehouse (“Distribute” or “Distribution”). You may elect to make Extensions available for free or for a fee in accordance with Section 9 (Offering Extensions for Purchase). Each Extension you submit must comply with the Qualifications and will be made available in the Warehouse in the discretion of Trimble. “Extensions” are individual, separate software programs or applications created, designed, and developed to interface and work with one or more of Trimble’s SketchUp software products. Trimble is not responsible for any Extensions you Distribute.
Trimble may in its discretion set and revise from time-to-time the Qualifications. Trimble may choose to waive or impose additional Qualifications for a particular Extension in its discretion. Trimble may decline to make an Extension available on the Warehouse or remove any previously posted Extension for any reason or no reason at any time.
4. Posting and Availability of Extensions
A. Delivery of Extensions and Developer Materials.
You must deliver Extensions to Trimble on or prior to the initial availability date you request for the Extension.
You are responsible for providing the following at the time of delivery:
i. Acceptable, accurate and adequate end user documentation for each Extension you Distribute, including any information that Trimble reasonably requires;
ii. The metadata, graphics, artwork, images, screenshots, trademarks, trade names, logos and other descriptive or identifying information and materials associated with you or a particular Extension that you wish to appear in connection with your Extension (“Developer Materials”); and
iii. Any applicable EULA.
B. Removal of Extensions.
You may request that an Extension be removed from the Warehouse at any time (and Trimble will promptly do so) provided that: (i) removal shall not affect the license granted to end users who have downloaded such Extension and (ii) you provide notice to such end users prior to discontinuing support or reinstallation availability. You do not need to provide such prior notice to end users (1) if you notify Trimble in writing that such removal is necessary due to an allegation of or actual infringement of the intellectual property rights of any person or an allegation or determination that such Extension did not comply with applicable law or (2) if the Extension is provided at no charge. Notwithstanding any removal of your Extensions from the Warehouse, Trimble may maintain copies to satisfy obligations to existing end users.
Regardless of how you choose to Distribute your Extension through the Warehouse, you must allow end users to reinstall Extensions they have previously purchased and/or downloaded at any time and from time-to-time without additional cost or fees. If an end user previously downloaded your Extension at no charge and you are now only offering that Extension for a fee through the Warehouse, you may require that the end user now purchase the Extension. This right to reinstall does not apply to Extensions removed from the Warehouse by Trimble in its discretion for any or no reason or by you following your permitted removal of such Extension as described above.
D. Charging for Existing Extensions.
The Warehouse supports Distribution of Extensions to end users on both a no-charge basis and a license fee basis. If you have already Distributed an Extension through the Warehouse at no charge and would now like to begin charging a fee for that Extension, you must submit an update for approval in accordance with the Developer Guidelines. If you choose to charge end users a fee for Extensions you Distribute through the Warehouse, the terms in Section 9 (Offering Extensions for Purchase) apply.
5. Support of Extensions by Developer
Trimble will not provide any technical support for your Extensions. You are solely responsible for providing support and maintenance to end users directly. You must provide Trimble with your support contact information for posting on the Warehouse and keep such information current. You may determine the level of support you will provide for your Extensions.
Trimble may refer any complaints about your Extensions directly to you and you will respond promptly to the end user to resolve the issue.
You may choose whether to Distribute updates or upgrades to the Extensions you Distribute, and whether to charge a fee for such updates or upgrades.
By offering an Extension on the Warehouse, you agree that Trimble may provide your contact information to end users who have installed or purchased your Extension for purposes of enabling communications regarding support, updates, upgrades or other messages. Trimble is not responsible for the content or results of any such communications.
6. License to Trimble and Developer’s Rights
A. Grant of License to Trimble.
For all Extensions you Distribute on or through the Warehouse, you hereby grant to Trimble a nonexclusive, worldwide, perpetual, transferrable (with the right to sublicense through multiple tiers), irrevocable license (under all applicable intellectual property rights) to copy, publicly perform and display, use, distribute, store, transmit and otherwise make available on or through the Warehouse each Extension and any related Developer Materials as necessary to (a) promote, market, support, distribute and offer for purchase (as applicable) each Extension and (b) promote, operate and make available the Warehouse and any related Trimble products or services. You also grant Trimble the right to test and review your Extension (including the decrypted software code for your Extension) solely for compliance with these Developer Terms and all Qualifications.
B. Reservation of Ownership by Developer.
As between you and Trimble, except for the limited license rights granted herein, all right, title and interest in and to the Extensions you Distribute and your Developer Materials shall remain yours.
C. Trimble Not Responsible for Your Extensions.
Trimble does not and will not endorse, guarantee or provide a warranty for your Extensions and may or may not review them for compliance with law or Trimble policies or Qualifications. Distribution of your Extensions and Developer Materials on the Warehouse is at your own risk.
7. Developer’s Representations and Warranties
You represent and warrant that you have all intellectual property rights, including patent, copyright, trademark, trade secret, right of privacy or publicity or other proprietary rights, in and to each Extension you Distribute and all Developer Materials you provide to Trimble. If your Extension or Developer Materials include third-party materials or content, you represent and warrant that you have the right to Distribute the third party materials or content or otherwise grant Trimble all rights and licenses to such Extension or Developer Materials as set forth herein. You shall not Distribute Extensions or provide any Developer Materials unless you are the owner of such Extensions and Developer Materials and/or have all the necessary rights or permissions from applicable third parties.
8. End User Data
9. Offering Extensions for Purchase
A. Designation of Extensions for Sale.
You may designate any one or more Extensions as being available only upon payment of a fee by end users by indicating as such when you submit such Extensions to the Warehouse (each, a “Paid Extension”).
B. Authorization of Trimble.
When you designate an Extension as a Paid Extension, in addition to the other distribution rights you grant Trimble under Section 6 (License to Trimble and Developer’s Rights), you authorize Trimble to sell or otherwise offer that Extension for a fee (each such sale, a “Transaction”). You acknowledge that Trimble utilizes the services of third party payment processors (the “Payment Service”) to process payments for Transactions. Trimble will inform you of a completed Transaction using its standard procedures.
C. Price for Extensions; Developer Share; Payments to Developer.
You must designate a list price for each Paid Extension, provided that the list price may not be less than the minimum list price designated in the Developer Guidelines. Trimble reserves sole control over the price at which Trimble offers Paid Extensions to end users. Subject to Subsection D (Refunds; Chargebacks), upon collection of payment for a Paid Extension, Trimble will pay you seventy percent (70%) of your designated list price, less taxes (“Developer Share”). On a quarterly basis, Trimble shall remit to you your accrued Developer Share for the preceding calendar quarter. Trimble shall endeavor to remit payment to you with sixty (60) days after the end of the calendar quarter.
D. Refunds; Chargebacks.
Trimble reserves the right to seek reimbursement from you if Trimble, in its sole discretion, decides to issue a refund to an end user for a Transaction or receives a chargeback from an end user’s credit card issuer for the amount of such Transaction. Trimble will notify you in such event and if you have already received the Developer Share for such Transaction, the amount of such Developer Share may be deducted or offset from the following quarter’s accrued payment of Developer Share, or, if you are not owed any further Developer Share, you agree to promptly remit such Developer Share to Trimble.
E. Reserved Rights; Disclaimers.
Trimble reserves the right to impose transaction limits on Developers relating to the value or number of Transactions or Developer Share disbursements. Trimble may refuse to offer any particular Paid Extension or to cease allowing any Developer to offer Paid Extensions for any reason. Trimble may also withhold for investigation, refuse to process, stop or cancel any Transaction in Trimble’s discretion. If Trimble reasonably concludes that Developer’s actions and/or performance in connection with the Warehouse may result in end user disputes, excessive chargebacks or other claims, then Trimble may, in its sole discretion, delay initiating any Developer Share payments to be made or that are otherwise due in connection with any Transactions while it completes any related investigation, or otherwise suspend or terminate Developer’s ability to sell Extensions through the Warehouse. Trimble will not be liable to Developer if it does not proceed with a Transaction or disbursement that would exceed any limit described above or if Trimble permits an end user to withdraw from a Transaction because the Payment Service is unavailable or for any other reason Trimble deems reasonably necessary.
If any sales tax is due in connection with a Transaction, Trimble will collect such taxes from the end user and remit such taxes to the applicable taxing authorities. If any withholding or similar tax is due in connection with any remittance made by Trimble to Developer, any such tax is the responsibility of Developer. The relationship between you and Trimble may have important tax or other legal consequences for you. You acknowledge and agree that it is your responsibility to consult with your own tax and legal advisors with respect to your legal and tax obligations hereunder.
10. Ratings and Reviews of Extensions
Trimble may, from time-to-time, choose to disclose to you information regarding the Warehouse or any related Trimble products or services which Trimble has not yet posted on its websites or otherwise publicly disclosed (“Confidential Information”). You may use Confidential Information only for the purpose for which it was disclosed to you and may not disclose any Confidential Information to any third parties except to your employees and consultants with a need to know the Confidential Information to fulfill your obligations under these Developer Terms. You will remain responsible for any such person’s compliance with these confidentiality obligations. You must use at least a reasonable degree of care to prevent unauthorized use or disclosure of the Confidential Information. You may disclose Confidential Information to the extent required by law or court order, provided you give Trimble prior notice of such disclosure and cooperate in any effort to obtain confidential treatment. You acknowledge that unauthorized disclosure of Confidential Information may cause irreparable harm not compensable by damages and therefore that upon any such unauthorized disclosure, Trimble shall be entitled to seek appropriate equitable relief without the posting of a bond in addition to whatever remedies it might have at law.
12. No Misuse of the Warehouse
i. Distributing the Extensions to disseminate or convey inappropriate, defamatory, obscene, salacious, or unlawful information, images or materials; or to harass, stalk, threaten or otherwise violate the legal rights of others;
ii. Distributing the Extensions in such a manner so as to interfere unreasonably with its or the Warehouse or the Warehouse’s use by others;
iii. Account fraud or unauthorized access; or
iv. Distributing, or otherwise making available, an Extension or any information or files that contain text, images, photographs, software or other materials in any manner that infringes any copyright, trademark, patent, trade secret or other proprietary right of others.
13. Termination of Developer Terms and Activities
If you or your Extension or Developer Materials violate these Developer Terms, the Qualifications, applicable Trimble policies or applicable laws or interfere with the Warehouse in any way, Trimble may suspend or terminate your status as a Developer and Developer account, remove your Extensions and Developer Materials from the Warehouse, and otherwise terminate your Warehouse account and these Developer Terms as applied to you.
Trimble may, for any reason or for no reason, immediately and at any time discontinue services available on the Warehouse or Warehouse in its sole discretion.
These Developer Terms will continue to apply until your participation as a Developer is terminated by Trimble or you. You may terminate your participation as a Developer at any time by removing all of your Extensions and Developer Materials from the Warehouse and ceasing to operate as a Developer; provided, however, that you acknowledge that Trimble may maintain copies of Paid Extensions for download and installation by end users who purchased such Paid Extensions prior to your removal of such Paid Extensions from the Warehouse in accordance with Section 4 (Posting and Availability of Extensions).
In addition to Trimble and your termination rights specified above, Trimble may terminate your participation as a Developer if you cease being an authorized Developer, if Trimble ceases to provide the Warehouse or as necessary to comply with applicable law.
Sections 6 (License to Trimble and Developer’s Rights), 7 (Developer’s Representations and Warranties), 8 (End User Data), 11 (Confidentiality), 14 (Indemnification) and 15 (No Exclusivity) will survive any termination or expiration of your status as a Developer or these Developer Terms as applies to you.
15. No Exclusivity
Trimble does not represent or warrant that Extensions developed by Trimble or submitted by other Developers will not contain features or functionality that are the same as or similar to those in your Extensions. Neither these Developer Terms nor your participation in the Warehouse limits Trimble’s right to develop or have developed for it products, concepts, systems or techniques that are similar to or compete with any Extension or any other products, concepts, systems or techniques contemplated by or embodied in information you disclose to Trimble. Trimble does not grant you exclusivity of any kind.
16. Use of Trimble Trademarks; Copyright Information
Subject to the terms and conditions of these Developer Terms, Trimble grants you a nonexclusive, revocable, nontransferable (without the right to sublicense) license to use Trimble’s SketchUp trademarks (including the Extension Warehouse trademark) solely to promote, market and Distribute Extensions through the Warehouse. Any such usage shall conform to Trimble’s trademark guidelines as published from time-to-time. All goodwill arising from the use of Trimble trademarks shall inure to the benefit of Trimble. Without limitation the following rules apply to your use of Trimble trademarks:
(b) During the term of these Developer Terms and at all times thereafter, you shall not challenge Trimble’s use or ownership of its trademarks, use or adopt any trademarks which might be confusingly similar thereto, or register or attempt to register any domain name containing the word “Trimble” or “SketchUp” or any product name of a Trimble product;
(c) During the term of these Developer Terms and at all times thereafter, you shall not remove any of Trimble’s copyright or other proprietary rights notices of Trimble or any third party from any materials provided by Trimble; and
(d) Upon written request from Trimble, you shall submit to Trimble copies of marketing collateral and materials relating to your use of Trimble’s SketchUp trademarks and activities under these Developer Terms. This license automatically expires upon termination of these Developer Terms, and you will immediately cease using any Trimble SketchUp trademarks upon such termination or any earlier request by Trimble.
Copyright information and a current list of United States trademarks owned by Trimble are set forth at http://www.trimble.com/copyrights.aspx. Any questions concerning their use, or whether a trademark that does not appear on this list is a trademark of Trimble, should be referred to Trimble's Intellectual Property department at U.S. +1 408 481 8000. For more information on Trimble’s authorized logo and trademark use programs, you may contact email@example.com.
The Warehouse is administered by Trimble from its offices in the United States of America. Trimble makes no representation that information or Extensions on the Warehouse are appropriate or available for use in locations outside the United States, and Distributing Extensions to or from territories where the information or Extensions are illegal is prohibited. You may not Distribute or export or re-export the Extensions at the Warehouse or any copy or adaptation in violation of any applicable laws or regulations including, without limitation, United States export laws and regulations. If you choose to access or Distribute Extensions from the Warehouse to or from locations outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws.