Effective Date: March 6, 2024
The following terms of service (the “Terms”) will apply in addition to those set forth in the Google Play Developer Distribution Agreement, currently available at https://play.google.com/about/developer-distribution-agreement.html (“DDA”), to a Developer’s participation in the External Offers Program. If there is any conflict between these Terms and the DDA concerning Developer’s participation in the External Offers Program, 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.
“Developer’s Product” means software, content, digital materials, and other items and services as made available to users by Developer.
“EEA” means the European Economic Area.
“EULA” means an end user license agreement or equivalent terms of supply.
“includes” or “including” means including but not limited to.
“External Link” means a feature Developer offers users in the Territories that leads users outside the app, including to promote offers for Developer’s Product.
“External Offers Program” means a program where Developers can promote offers for their Products and users can complete an External Transaction.
“External Transaction” means the purchase, or the reversal, refund, or chargeback of any purchase, of Developer’s Products (including in-app features and services or subscriptions and the associated auto-renewals) completed via an External Link.
“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 External Transactions, 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 countries/territories described here.
2. Roles and Responsibilities for External Transactions
2.1 Participation in the External Offers Program. Participation in the External Offers Program 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 External 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 External Transactions;
(b) inform users in a prominent manner and using clear and intelligible language, prior to the user concluding a transaction, that for External 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 External 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 External Transactions, are the sole responsibility of Developer.
Developer is solely responsible, and Google will have no responsibility, for providing support to users for External Transactions and handling any complaints about External Transactions or any Developer’s Products sold.
2.3 Google’s Role. Google does not act as either agent or merchant of record for External Transactions and does not intervene in delivery of Developer’s Product or related services. Google is not involved in collecting or processing payments from users for External Transactions and does not authorize the charge nor set any additional terms and conditions in relation to such External Transactions.
2.4 EULA. Notwithstanding Section 5.3 of the DDA, in relation to External 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 Products purchased via an External Link.
3. Developer Obligations
3.1 Developer will:
(a) meet the requirements available at the external offers program page (which may be updated by Google from time to time);
(b) successfully complete and submit the declaration form;
(c) pay service fees for External Transactions calculated as follows:
(i) initial acquisition fee: 5% for auto-renewing subscriptions and 10% for other offers of in-app digital features and services during the 2 years following the initial External Transaction; and
(ii) ongoing services fee: 7% for auto-renewing subscriptions and 17% for other offers of in-app digital features and services during the 2 years following the initial External Transaction. After the initial 2 years, a Developer may opt to stop receiving Play services and paying the ongoing services fee upon obtaining user consent and such user opting to stop receiving Play services.
3.2 Reports. Developer will report to Google each External Transaction as described here.
4. Payment Terms
4.1 Invoicing. Google will issue an invoice to Developer for all service fees and Taxes owed for the month and will use commercially reasonable efforts to do so within 15 calendar days following the end of each calendar month.
4.2 Payment. Developer will pay all service fees and Taxes in regard to External Transactions in the currency stated in the invoice by the Payment Due Date, using a payment method approved by Google for such Developer (as may be modified by Google from time to time).
4.3 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.
4.4 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 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 External Transactions. Except for External 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 External Transactions, including:
(a) determining if a External Transaction is taxable;
(b) charging and collecting such Taxes at the applicable rate;
(c) remitting such Taxes to the appropriate taxing authority;
(d) discharging any applicable Taxes arising as a result of External Transactions; and
(e) providing any required documentation to the user, Google, or appropriate taxing authority.
If Google determines that it is obligated to collect or remit any Taxes in respect of an External 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. If Developer does not provide Google with the applicable Tax documentation, certification, or information as requested by Google, Google will not be able to comply with its Tax obligations and Developer will be responsible for any Taxes with respect to an External Transaction.
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 External 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. In order for Google to comply with India e-commerce withholding tax provisions, Indian Developers will provide transaction information, as 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 External Transaction, and Developer agrees to provide written notification to Google at least 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 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. To the maximum extent permitted by law, Developer agrees to defend, indemnify, and hold harmless Google, its affiliates and its respective directors, officers, employees and agents, from and against any claims, actions, suits or proceedings as well as all losses, Taxes, liabilities, interest, penalties, or fines (including reasonable attorneys' fees) arising out of or accruing from any (a) non-disclosure, misdeclaration, or delay in providing a declaration or information requested by Google or (b) misconfiguration or miscategorization by Developer that impacts Taxes.
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 the External Offers Program (as referenced in Section 3.1(b) 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 an External Link to users, including its compliance obligations as the merchant of record for External Transactions.
7. Audit
7.1 For the duration of these Terms 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 External Transactions, payable hereunder to verify the accuracy of such payments. To satisfy an audit request, Developer must, within 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 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 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; or
(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.
8.3 Where allowed by applicable laws, Google may terminate these Terms upon written notice for any other reason with 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 participate in the External Offers Program, 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 External Link, including to any unauthorized transaction involving an External Link.
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 participation in the External Offers Program.
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 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 participating in the External Offers Program, which will be Developer’s sole and exclusive remedy. Developer agrees that Developer’s continued participation in the External Offers Program 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 The governing law and jurisdiction set forth in the DDA applies to all claims arising from or relating to these Terms and Developer’s relationship with Google under these Terms.
11.2 These Terms and the DDA together with the policies linked therein and herein, constitute the entire legal agreement between Developer and Google and govern Developer’s participation in the External Offers Program. The English language version of these Terms will control and translations, if any, are non-binding and for reference only.