Docker Extensions Marketplace Developer Agreement

DOCKER, INC. (“DOCKER”) PROVIDES ACCESS TO THE DOCKER EXTENSIONS MARKETPLACE (“DOCKER MARKETPLACE”) SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS DOCKER EXTENSIONS MARKETPLACE DEVELOPER AGREEMENT (“AGREEMENT”) AND ON THE CONDITION THAT DEVELOPER ACCEPTS AND COMPLIES WITH THEM. BY CHECKING THE BOX TO ACCEPT THIS AGREEMENT OR EXECUTING AN ORDER FORM INCORPORATING THIS AGREEMENT DEVELOPER (A) ACCEPTS THIS AGREEMENT AND AGREES THAT DEVELOPER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) DEVELOPER HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF DEVELOPER AND BIND DEVELOPER OR ITS EMPLOYER (AS APPLICABLE) TO ITS TERMS; (II) DEVELOPER IS OF LEGAL AGE TO FORM A BINDING CONTRACT WITH DOCKER; AND (III) DEVELOPER IS NOT A PERSON OR ENTITY BARRED FROM USING DOCKER EXTENSIONS MARKETPLACE, THE DOCKER MARKETPLACE OR DOCKER PRODUCTS OR SERVICES UNDER THE LAWS OF THE UNITED STATES OR OTHER COUNTRIES INCLUDING THE COUNTRY IN WHICH OU ARE RESIDENT OR FROM WHICH YOU USE THE DOCKER EXTENSIONS MARKETPLACE.

1. Definitions

Capitalized terms shall have the meanings defined herein.

1.1 Developer or You: Any person or company who (a) maintains a valid Docker account and (b) is registered to develop Extensions for publication and distribution on the Docker Extensions Marketplace in accordance with the terms of this Agreement.

1.2 Marketplace: Docker Extensions Marketplace is a publicly available site operated by Docker, where Developers can publish Extensions for direct distribution to users of Docker products and services.

1.3 Extensions: Software, tools, content, and other digital materials created for use in connection with Docker products or services and distributed via the Marketplace.

1.4 Taxes: All government-imposed taxes, except for taxes based on Docker’s net income, net worth, asset value, property value, or employment.

2. Pricing and Payments

2.1 You are responsible for any Taxes and must pay any applicable registration fee in connection with this Agreement as required by Docker without any reduction for Taxes.

2.2 This Agreement covers both Extensions you choose to distribute for free and Extensions for which you charge a fee. If you charge a fee for your Extension, you assume sole responsibility and liability for all related transactions and authentications, records, and taxes. Docker will have no obligations with respect to such Extensions, including without limitation obligations to track and process payments, authenticate paid or previously paid downloads, maintain payment records, or pay, report, or charge taxes.

2.3 You may also choose to distribute Extensions for free. You may not collect future charges from users for copies of the Extensions that those users were initially allowed to download for free. This is not intended to prevent distribution of free trial versions of the Extension with an “upsell” option to obtain the full version of the Extension: Such free trials for Extensions are encouraged. In this Agreement, “free” means there are no charges or fees of any kind for use of the Extension.

2.4 You Support Your Extension. You agree to supply and maintain valid and accurate contact information that will be displayed in each product detail page on the Store and made available to users for customer support and legal purposes. Failure to provide adequate support for your Extensions may result in low Extension ratings, less prominent product exposure, or in some cases removal from the Extensions Marketplace, such as if the extension no longer functions as described or there are unpatched security vulnerabilities in the extension.

2.5 Reinstalls. Users are allowed unlimited reinstalls of each application distributed via the Extensions Marketplace, provided however that if you remove an Extension(s) from the Extensions Marketplace pursuant to clauses (i), (ii), (iii) or (iv) of Section 6.1, such Extension(s) shall be removed from all portions of the Extensions Marketplace and users shall no longer have a right or ability to reinstall the affected Extensions. You are solely responsible for maintaining records of users who have previously paid for your Extensions, and Docker will not be responsible for determining whether users attempting to reinstall your Extensions have previously paid for such Extensions.

3. Use of the Extensions Marketplace by You

3.1 Except for the license rights granted by you in Section 4 below, Docker agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to any of Extensions, including any intellectual property rights which subsist in those applications.

3.2 You agree to use the Extensions Marketplace only for purposes that are permitted by (a) this Agreement; (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries); and (c) any policies or standards issued by Docker from time to time and published by Docker or provided to Developer, in Docker’s sole discretion.

3.3 You agree that if you use the Extensions Marketplace to distribute Extensions, you will protect the privacy and legal rights of users and you expressly represent and warrant that your Extensions shall not collect or otherwise process any personally identifiable information of users.

3.4 You agree that you will not engage in any activity with the Extensions Marketplace, including the development or publication of Extensions or other materials that:

knowingly violates a third party’s terms of service,
violates any applicable laws or regulations,
interferes with, disrupts, damages, harms, or accesses in an unauthorized manner the machines, hardware, devices, servers, networks, data, or other properties or services of any third party including, but not limited to, Docker users, Docker or any network operator, or
creates a spammy user experience, whether by posting repetitive content or misleading information about an application’s purpose,
infringes on the intellectual property rights of others,
enables the unauthorized download of streaming content or media,
mines cryptocurrency using computing resources of the Extensions Marketplace or any other Docker computing resources;
loads cryptocurrency mining code, scripts or malware into the Extensions Marketplace or any other Docker computing resources;
displays (via text, images, video, or other media) or links to:
1. illegal content,
2. invasions of personal privacy or violations of the right of publicity,
3. content that interferes with the functioning of any servers, networks, or services of other parties,
4. promotions of hate or incitement of violence,
5. violations of intellectual property rights, including patent, copyright, trademark, trade secret, or other proprietary right of any party, or
6. pornography, obscenity, nudity, or sexual activity.

3.5 You agree not to access (or attempt to access) the Extensions Marketplace by any means other than through the interface that is provided by Docker, unless you have been specifically allowed to do so in a separate agreement with Docker.

3.6 You may not divert users or provide links to any other site that mimics the Extensions Marketplace or passes itself off as the Extensions Marketplace. For the avoidance of doubt, you may offer Extensions as access points to paid services for which customers have registered and provided payment information.

3.7 You agree that you are solely responsible for (and that Docker has no responsibility to you or to any third party for) any Extensions you publish in the Extensions Marketplace and for the consequences of your actions (including any loss or damage which Docker or any third party may suffer) by doing so.

3.8 You agree that you are solely responsible for (and that Docker has no responsibility to you or to any third party for) any breach of your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Docker or any third party may suffer) of any such breach.

3.9 Extension Ratings. The Extensions Marketplace will allow users to rate Extensions. Along with other factors, Extension ratings may be used to determine the placement of Extensions on the Extensions Marketplace with higher rated Extensions generally given better placement, subject to Docker’s right to change placement at Docker’s sole discretion. For new Developers without Extension history, Docker may use or publish performance measurements to identify or remove Extensions that are not meeting acceptable standards, as determined by Docker. Docker reserves the right to display Extensions to users in a manner that will be determined at Docker’s sole discretion. Your Extensions may be subject to user ratings to which you may not agree. You may contact Docker if you have any questions or concerns regarding such ratings at [email protected] .

3.10 Marketing Your Extension. You will be responsible for uploading your Extensions to the Extensions Marketplace, providing required Extension information to users, and accurately disclosing the security permissions necessary for the Extension to function on user machines, hardware, or other devices. Extensions that are not properly uploaded will not be published in the Extensions Marketplace.

4. License Grants

4.1 You grant to Docker and its affiliates a worldwide, nonexclusive, and royalty-free license to: (a) host, link to, copy, translate, publicly perform, publicly display, test, distribute and otherwise use the Extensions and any content contained in, accessed by, or transmitted through the Extensions according to the publishing options selected by you on the Extension upload page of the Extensions Marketplace and (b) copy, perform, display, and use the Extension for administrative and demonstration purposes in connection with the operation and marketing of the Extensions Marketplace.

4.2 You grant to the user a non-exclusive, worldwide, and perpetual license to perform, display, and use the Extensions and any content contained in, accessed by, or transmitted through the Extensions in connection with Docker. If you choose, you may include a separate end user license agreement (EULA) in your Extension that will govern the user’s rights to the Extensions in lieu of the previous sentence.

4.3 Docker may use consultants and other contractors in connection with the performance of obligations and exercise of rights under this agreement, provided that such consultants and contractors will be subject to the same obligations as Docker. After termination of this Agreement, Docker will not distribute your Extension, but may retain and use copies of the Extension for support of the Extensions Marketplace, Docker extensions, and Docker.

4.4 You represent and warrant that you have all and will maintain all necessary rights to grant the licenses to the Extensions and any content contained in, accessed by, or transmitted through the Extensions to Docker, its affiliates, and users of your Extensions.

4.5 Except for the license rights granted in this Agreement, (a) you retain all rights in the Extensions; and (b) each party retains all rights it would have independent of this Agreement, including rights under the U.S. Copyright Act or analogous laws in other jurisdictions. Docker acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to any content that you submit, post, transmit or display on, or through, the Extensions, including any intellectual property rights which subsist in that content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Docker, you agree that you are responsible for protecting and enforcing those rights and that Docker has no obligation to do so on your behalf.

5 Trademarks and Publicity

5.1 “Trademarks” means the trade names, trade marks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as owned (or licensed) by such party from time to time.

5.2 Each party shall own all right, title and interest, including without limitation all intellectual property rights, relating to its Trademarks. Except to the limited extent expressly provided in this Agreement, neither party grants, nor shall the other party acquire, any right, title or interest (including, without limitation, any implied license) in or to any Trademarks of the other party. Subject to the terms and conditions of this Agreement, Developer grants to Docker and its affiliates a limited, non-exclusive license during the term of this Agreement to display Developer Trademarks for use in connection with the Extensions Marketplace and in order to fulfill its obligations under this Agreement. Nothing in this Agreement gives Developer a right to use any of Docker’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

5.3 Publicity. Docker and its affiliates may include Developer Trademarks, screenshots, videos, and demonstrations of your Extensions and any content contained in, accessed by, or transmitted through the Extensions in presentations, marketing materials, marketing events, developer events, financial reports, website listings (including links to your website), press releases, and customer lists (which includes, without limitation, customer lists posted on Docker websites) for purposes of marketing the Docker Extensions Marketplace, Docker products and services, or publicizing your Extension. Docker grants to Developer a limited, non-exclusive, worldwide, royalty-free license to use the Docker Trademarks for the Term of this Agreement solely for marketing purposes and only in accordance with the Docker Trademark Guidelines located at https://www.docker.com/legal/trademark-guidelines.

6. Extension takedowns, review, and updates

6.1 Your Takedowns. You may remove your Extensions from future distribution via the Extensions Marketplace at any time, but you must comply with this Agreement for any Extensions distributed through the Extensions Marketplace. Removing your Extensions from future distribution via the Extensions Marketplace does not (a) affect the license rights of users who have previously purchased or downloaded your Extensions, (b) remove your Extensions from user machines, hardware, or other devices, or from any part of the Extensions Marketplace where previously downloaded applications are stored on behalf of users, or (c) change your obligation to deliver or support Extensions or services that have been previously purchased or downloaded by users. Notwithstanding the foregoing, in no event will Docker maintain on any portion of the Extensions Marketplace (including, without limitation, the part of the Extensions Marketplace where previously purchased or downloaded applications are stored on behalf of users) any Extension that you have removed from the Extensions Marketplace and provided written notice to Docker that such removal was due to (i) an allegation of infringement, or actual infringement, of any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person, (ii) an allegation of defamation or actual defamation, (iii) an allegation of violation, or actual violation, of any third party’s right of publicity or privacy, or (iv) an allegation or determination that such Extension does not comply with applicable law.

6.2 Docker Review and Takedowns. While Docker is not obligated to monitor the Extensions or their content, Docker may at any time review or test your Extensions and their source code for compliance with this Agreement, the Docker Extensions Marketplace Program Policies, and any other applicable terms, obligations, laws, or regulations, and may use automated means to conduct such review. Docker retains the right to refuse to include a Extension on the Extensions Marketplace. You may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Extensions Marketplace, or as part of your continued use of the Services. You agree that any information you give to Docker will always be accurate, correct and up to date. As part of the specification for your Extension, Docker may ask that you include in the file for your Extension information such as your name and email address. Docker may use this information when featuring the Extension in our directory or for other uses. If Docker is notified by you or otherwise becomes aware and determines that a Extension or any portion thereof or your Trademarks; (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; (c) is pornographic, obscene or otherwise violates Docker’s hosting policies or other terms of service as may be updated by Docker from time to time; (d) is being published or distributed by you improperly; (e) may create liability for Docker or any third party; (f) is deemed by Docker to have a virus, unfixed security issues or is deemed to be malware, spyware or have an adverse impact on Docker’s or a third party’s network; (g) violates the terms of this Agreement or the Docker Extensions Marketplace Program Policies; or (h) the display of the Extension is impacting the integrity of Docker servers (i.e., users are unable to access such content or otherwise experience difficulty), Docker may prevent the Extension from being made available in the Extensions Marketplace, remove the Extension from the Extensions Marketplace, remotely disable or remove the Extension from user systems or devices, or flag, filter, modify related materials (including but not limited to descriptions, screenshots, or metadata), or reclassify the Extension. If you have any questions or concerns regarding a removal, you may contact us at [email protected] . Docker reserves the right to suspend or bar any Extension from the Extensions Marketplace.

6.3 From time to time, Docker may check for available updates to Extensions, including but not limited to bug fixes or enhanced functionality. If you upload an update for your Extension to the Extensions Marketplace, you agree that such update will be automatically requested, downloaded, and installed without further notice to you. Docker makes no guarantees regarding the timing of such updates. For the avoidance of doubt, updates to Extensions are subject to the same terms and conditions as the Extensions, including without limitation Section 6.2 of this Agreement (Docker Review and Takedowns).

7. Your Developer Credentials

7.1 You agree that you are responsible for maintaining the confidentiality of any developer credentials or developer keys that may be issued to you by Docker or which you may choose yourself and that you will be solely responsible for all applications that are developed under your developer credentials.

7.2 Docker may limit the number of Extensions that you or the company or organization you work for may publish to the Extensions Marketplace. If your company or organization desires to publish additional products, a request may be made to Docker who will determine, based on factors such as good standing, whether and how many additional products may be published. Good standing may be determined based on factors such as whether the company or organization has engaged in deceptive or malicious activities or has any outstanding policy violations.

7.3 Docker may suspend or terminate your right to publish Extensions on the Extensions Marketplace for any reason, including but not limited to: (a) violation of the Agreement or the Docker Terms of Service located at https://www.docker.com/legal/docker-terms-service, or (b) infringement upon any intellectual property rights, including copyright.

8. Privacy and information

8.1 In order to continually innovate and improve the Extensions Marketplace, Docker may collect certain usage statistics from the Extensions Marketplace and user machines, devices, or other hardware, including information on how the Extensions Marketplace and Extensions are being used.

8.2 The data collected is examined in the aggregate to improve the Extensions Marketplace for users and Developers and is maintained in accordance with Docker’s Privacy Policy. To ensure the improvement of Extensions, limited aggregate data may be available to you upon written request.

9. Terminating this Agreement

9.1 This Agreement will continue to apply until terminated by either you or Docker as set out below.

9.2 If you want to terminate this Agreement, you must provide Docker with thirty (30) days prior notice and cease your use of any relevant developer credentials.

9.3 Docker may at any time, terminate this Agreement with you if: (A) you have breached any provision of this Agreement; or (B) Docker is required to do so by law; or (C) Docker decides to no longer provide the Extensions Marketplace.

10. DISCLAIMER OF WARRANTIES

10.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE EXTENSIONS MARKETPLACE IS AT YOUR SOLE RISK AND THAT THE EXTENSIONS MARKETPLACE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTY WITH RESPECT TO THE TIMING, FREQUENCY, OR IMPLEMENTATION OF DISTRIBUTION OF ANY UPDATES TO YOUR PRODUCTS.

10.2 YOUR USE OF THE EXTENSIONS MARKETPLACE AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE EXTENSIONS MARKETPLACE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

10.3 DOCKER FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

11. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT DOCKER, ITS DISTRIBUTORS, SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT DOCKER OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

12. Indemnification

12.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Docker, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) your use of the Extensions Marketplace in violation of this Agreement, the Docker Terms of Service, or any applicable laws or regulations, (b) your Extension that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any third party claims arising out of or relating to your Extension or your use of the Extensions Marketplace.

12.2 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Docker and Docker’s affiliates, directors, officers, employees and agents from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from taxes related to Your distribution of Extension distributed via the Extensions Marketplace.

13. Changes to the Agreement

Docker may make changes to this Agreement from time to time. When these changes are made, Docker will make a new copy of the Agreement available at https://www.docker.com/legal. Docker will also post a notification on the Extensions Marketplace site for any material modifications. The changes will become effective, and will be deemed accepted by You, immediately or, in the case of material modifications, 15 days after the posting of the notification (except changes required by law which will be effective immediately). If You do not agree with the modifications to the Agreement, You may terminate Your use of the Extensions Marketplace, which will be Your sole and exclusive remedy. You agree that Your continued use of the Extensions Marketplace constitutes Your agreement to the modified terms of this Agreement.

14. General Legal Terms

14.1 This Agreement constitutes the whole legal agreement between you and Docker and governs your use of the Extensions Marketplace, and completely replaces any prior agreements between you and Docker in relation to the Extensions Marketplace. The Docker Extensions Marketplace Developer Agreement and the Docker Terms of Service shall take precedence in that order in the event of a conflict between them, to the extent of such conflict.

14.2 You agree that if Docker does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Docker has the benefit of under any applicable law), this will not be taken to be a formal waiver of Docker’s rights and that those rights or remedies will still be available to Docker.

14.3 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.

14.5 EXPORT RESTRICTIONS. Extensions available on the Extensions Marketplace may be subject to export controls or restrictions by the United States or other countries or territories. You agree to comply with all applicable U.S. and international export laws and regulations. These laws include restrictions on destinations, end users, and end use.

14.6 The rights granted in this Agreement may not be assigned or transferred by either you or Docker without the prior written approval of the other party.

14.7 This Agreement, and your relationship with Docker under this Agreement, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Docker agree to submit to the exclusive jurisdiction of the courts located within the county of Santa Clara, California to resolve any legal matter arising from this Agreement. Notwithstanding this, you agree that Docker shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

14.8 The obligations in Sections 4, 5, 6, 10, 11, 12, and 14 will survive any expiration or termination of this Agreement.

Please print and retain a copy of this document and any linked documents for your records.