These Plugin Developer Terms and Conditions ("Developer Terms") govern your participation as a plugin developer ("Developer", "you", "your") on the NativePHP Plugin Marketplace (the "Marketplace") operated by Bifrost Technology, LLC ("NativePHP", "we", "us", "our"). These Developer Terms are in addition to and supplement our general Terms of Service.
By submitting a plugin to the Marketplace, you acknowledge that you have read, understood, and agree to be bound by these Developer Terms. If you do not agree, you may not submit plugins for sale on the Marketplace.
1. Definitions
For the purposes of these Developer Terms:
- "Plugin" means any software package, extension, or add-on developed by you and submitted for listing on the Marketplace.
- "Customer" means any end user who purchases or otherwise acquires a license to use a Plugin through the Marketplace.
- "Gross Sale Amount" means the total price paid by a Customer for a Plugin, inclusive of any applicable taxes but before the deduction of any fees.
- "Platform Fee" means the commission retained by NativePHP from the Gross Sale Amount of each Plugin sale.
2. Revenue Share and Platform Fee
NativePHP shall retain a Platform Fee of thirty percent (30%) of the Gross Sale Amount for each Plugin sale made through the Marketplace. The remaining seventy percent (70%) shall be paid to the Developer ("Developer Share"), subject to the payment terms set out in Section 3.
The Platform Fee covers the costs of payment processing, hosting, distribution, platform maintenance, and related services provided by NativePHP.
NativePHP reserves the right to modify the Platform Fee percentage upon thirty (30) days' written notice to the Developer. Continued participation in the Marketplace after such notice constitutes acceptance of the revised Platform Fee.
3. Payment Terms
Developer payouts shall be processed through Stripe Connect. As a condition of selling Plugins on the Marketplace, the Developer must complete the Stripe Connect onboarding process and maintain an active Stripe Connect account in good standing.
Developer payouts are subject to a holding period of fifteen (15) days from the date of each sale. During this period, the sale proceeds are held by NativePHP to allow for the processing of any Customer refund requests. Following the holding period, the Developer Share will be transferred to the Developer's Stripe Connect account, subject to the Developer's account being in good standing.
In the event that a refund is issued to a Customer during the holding period, the corresponding Developer Share for that sale will not be paid out. If a refund is issued after the Developer Share has been transferred, NativePHP reserves the right to deduct the refunded Developer Share amount from future payouts or to request repayment from the Developer.
Payouts of the Developer Share are subject to the processing timelines and requirements of Stripe. NativePHP shall not be liable for any delays in payment caused by Stripe or the Developer's failure to maintain a valid payment account.
The Developer is solely responsible for all tax obligations arising from their receipt of the Developer Share, including income taxes, value added taxes, goods and services taxes, or any other applicable levies in their jurisdiction.
4. Plugin Pricing and Discounts
NativePHP shall have the sole and absolute discretion to set, adjust, and determine the retail price of each Plugin listed on the Marketplace. The Developer acknowledges and agrees that NativePHP may:
- Set the initial listing price of the Plugin;
- Modify the retail price of the Plugin at any time without prior notice to the Developer;
- Offer discounts, promotional pricing, bundled pricing, or other price reductions on the Plugin at NativePHP's sole discretion;
- Include the Plugin in platform-wide promotions, seasonal sales, or other marketing campaigns.
The Platform Fee and Developer Share shall be calculated based on the actual price paid by the Customer, which may differ from the standard listing price due to discounts or promotions applied by NativePHP.
5. Developer Responsibilities and Liability
The Developer is solely and entirely responsible for:
- The development, quality, performance, maintenance, and ongoing support of their Plugin;
- Providing customer support to end users who purchase or use the Plugin, including responding to bug reports, feature requests, and technical issues;
- Ensuring the Plugin does not infringe upon the intellectual property rights of any third party;
- Ensuring the Plugin complies with all applicable laws, regulations, and industry standards;
- Maintaining accurate and up-to-date documentation for the Plugin;
- Ensuring the Plugin does not contain malicious code, vulnerabilities, or any functionality that could harm Customers or their systems.
NativePHP does not provide any support to Customers in relation to third-party Plugins. NativePHP shall have no obligation to assist Customers with installation, configuration, bug resolution, or any other matter relating to the Developer's Plugin.
NativePHP accepts no liability whatsoever for the performance, reliability, security, compatibility, or fitness for purpose of any Plugin submitted by a Developer. The Developer shall indemnify and hold harmless NativePHP, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, or expenses (including reasonable legal fees) arising from or in connection with the Developer's Plugin or any breach of these Developer Terms.
6. Listing Criteria and Marketplace Standards
NativePHP reserves the right, in its sole and absolute discretion, to:
- Establish, modify, and enforce criteria for the listing of Plugins on the Marketplace, including but not limited to technical standards, quality requirements, documentation standards, and code review processes;
- Change such listing criteria at any time, with or without notice to the Developer;
- Approve or reject any Plugin submitted for listing on the Marketplace, for any reason or no reason;
- Remove, suspend, or discontinue the listing of any Plugin from the Marketplace at any time, for any reason or no reason, including but not limited to quality concerns, policy violations, inactivity, Customer complaints, or changes in platform strategy;
- Require the Developer to make modifications to their Plugin as a condition of continued listing.
NativePHP shall not be liable to the Developer for any losses, damages, or lost revenue resulting from the rejection, removal, suspension, or discontinuation of a Plugin listing.
7. Intellectual Property
The Developer retains all ownership rights in and to their Plugin, subject to the license granted herein. By submitting a Plugin to the Marketplace, the Developer grants NativePHP a non-exclusive, worldwide, royalty-free license to host, distribute, display, market, and promote the Plugin on the Marketplace and through NativePHP's marketing channels.
The Developer represents and warrants that they have all necessary rights, licenses, and permissions to submit the Plugin to the Marketplace and to grant the license described above.
8. Data and Privacy
In the course of processing Plugin sales, certain Customer data (such as name, email address, and license information) may be shared with the Developer to facilitate the transaction and enable the Developer to provide support. The Developer agrees to handle all Customer data in compliance with applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).
The Developer shall not use Customer data for any purpose other than providing support for and delivering updates to their Plugin, unless the Customer has provided separate, explicit consent.
9. Representations and Warranties
The Developer represents and warrants that:
- They have the legal capacity and authority to enter into these Developer Terms;
- The Plugin is their original work or they have obtained all necessary licenses and permissions;
- The Plugin does not violate any applicable law or regulation;
- The Plugin does not infringe upon any third party's intellectual property rights;
- All information provided to NativePHP in connection with these Developer Terms is accurate and complete.
10. Termination
Either party may terminate these Developer Terms at any time by providing written notice to the other party. Upon termination:
- The Developer's Plugins shall be removed from the Marketplace within a reasonable time;
- Existing Customer licenses for the Developer's Plugins shall remain valid and enforceable;
- NativePHP shall pay any outstanding Developer Share amounts for sales completed prior to termination;
- The Developer's obligations regarding indemnification, intellectual property, and data protection shall survive termination.
NativePHP may terminate these Developer Terms immediately and without notice in the event of a material breach by the Developer.
11. Limitation of Liability
To the maximum extent permitted by law, NativePHP shall not be liable to the Developer for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, arising from or related to these Developer Terms or the Developer's participation in the Marketplace.
NativePHP's total aggregate liability under these Developer Terms shall not exceed the total Developer Share amounts paid to the Developer in the twelve (12) months preceding the event giving rise to the claim.
12. Amendments
NativePHP reserves the right to modify these Developer Terms at any time. We will provide notice of material changes by updating the "Last updated" date at the top of this page and, where practicable, by notifying the Developer via email. The Developer's continued participation in the Marketplace after such changes constitutes acceptance of the amended Developer Terms.
13. Waivers
No delay or failure to exercise any right or remedy provided for in these Developer Terms shall be deemed to be a waiver.
14. Severability
If any provision of these Developer Terms is held invalid or unenforceable, for any reason, by any arbitrator, court or governmental agency, department, body or tribunal, the remaining provisions shall remain in full force and effect.
15. Governing Law
These Developer Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law provisions.
16. Entire Agreement
These Developer Terms, together with the Terms of Service and Privacy Policy, constitute the entire agreement between the Developer and NativePHP with respect to the Developer's participation in the Marketplace and supersede all prior or contemporaneous communications, agreements, and understandings, whether written or oral, relating to the subject matter herein.
Contact
If you have any questions regarding these Developer Terms, please contact us at [email protected].