Last updated on July 23, 2024


The following terms and conditions (hereinafter referred to as the "Agreement") are a legally binding agreement and constitute a supplementary agreement to theXiaomi GetApps Developer Agreement(hereinafter referred to as the "Developer Agreement") between you (“You”) and Xiaomi (“Xiaomi”) and establishes your legal responsibilities and rights when you use Xiaomi GetApps Distribution Service for the Product under this Agreement. BY CLICKING "BUY NOW" (OR EQUIVALENT STATEMENT) BUTTON OR USING ANY SERVICE UNDER THIS AGREEMENT, YOU ARE DEEMED TO FULLY UNDERSTAND AND ACCEPT THE TERMS OF THIS AGREEMENT FROM THAT DATE OF SUCH ACCEPTANCE OR USE ("EFFECTIVE DATE").

This Agreement takes effect immediately on Effective Date. In case any terms of this Agreement conflict with the terms of the Developer Agreement, the terms of this Agreement shall prevail.

Whereas:
You are the legal intellectual property owner or the legal operator authorized for operation and provision of the Product in the Territory and has enjoyed the full intellectual property rights and legal authorizations related to the Product.
Xiaomi owns, operates and maintains an app store platform under the brand name of GetApps and has acquired extensive experience and resources in marketplace services including but not limited to application distribution, promotion and other related service as defined under this Agreement.
You and Xiaomi agree to make use of respective advantages in manpower, technology and information to cooperate in the distribution and promotion of the Product during the term of this Agreement.

SECTION 1. DEFINITIONSUnless otherwise stated, the terms used herein shall have the following definitions and interpretations.

1. Developer or Seller or You: Any legal or natural Person who provides or offers to provide Product or services for distribution through GetApps in accordance with the terms of this Agreement.
2. Device: Any device that can access GetApps and the Product or Services distributed to through Mi Developer. For purpose of this agreement, Device shall include any Xiaomi’s product.
3. Distribution Service or Service: You grant Xiaomi the non-exclusive right to provide services of distribution, marketing, publicity and promotion of Product within the Territory. You may choose to receive partial or full Services under this Agreement, which may include but not limited to, services of open operation capability, cloud testing technology capability, game performance optimization, promotional activities arrangement, system maintenance and technical support, processing of payment transactions on behalf of You and certain customer services, etc. You shall be responsible for providing the Product and related content, operation technical support and certain customer services, etc.
4. GetApps: The platform owned, operated and maintained by Xiaomi which allows Developers to distribute Product or services to Users of Devices.
5. Product: means the application operated by You as a legal operator in the Territory that involves payment in form of Pay-To-Download and In-App Purchases.
6. Payment Transaction: means the processing of a payment that results in the debiting or charging of the Purchase Amount to a Buyer's Payment Account and the issuance of funds to Seller's Settlement Account.
7. Territory: means the countries or regions in which You distribute the Product under this Agreement (except Chinese mainland).
8. User or Buyer: All end user(s) who directly or indirectly use Product published or updated on GetApps by Developer.
9. User Data: including user basic data and user application data. User basic data refers to the registration information of end users, including but not limited to name, address, contact number, email and other information provided by users during registration. User basic data belongs to users and Xiaomi has obtained authorizations to legally use such data in accordance with [Xiaomi Privacy Policy] and applicable privacy laws for sole purpose of this Agreement. User application data refers to data derived from end users' participation in and use of the Product via GetApps, including but not limited to billing data, operation data, top-up or recharge information, etc. User application data belongs to both You and Xiaomi unless otherwise stipulated by applicable laws.
10. Xiaomi SDK：Software Development Kit provided by Xiaomi to You under this Agreement, including but not limited to the Payment SDK.
11. Taxes: Any Federal, state or local sales, use, value added, goods and services, or other similar transaction taxes such as Digital Service Tax as well as other applicable taxes (such as withholding tax on cross-border payments) and duties.
12. Xiaomi: By using GetApps Distribution Service, you are agreeing to be bound by this Agreement between you and the following corresponding entities.

Xiaomi may update the list of entities and addresses when necessary.

SECTION 2. RIGHTS AND OBLIGATIONS

1. Promotion of Product
2. With Your consent, Xiaomi can assist You in leveraging the application materials to develop mobile phone peripheral products, including but not limited to theme wallpapers, ringtones, and back covers, to enhance the visibility of the Product. The specific method of collaboration can be otherwise agreed upon by both parties.
3. Xiaomi may provide various customized promotion plans based on the characteristics of the Product, including but not limited to online promotion activities such as pre-release campaigns for games, exclusive game reservation activities, exclusive application download activities, user engagement activities, user acquisition activities, and external media buying activities. Xiaomi may also provide support for offline event organization and technical services for the Product. The specific method of collaboration can be otherwise agreed upon by both parties.
4. Xiaomi guarantees that it has the operational rights or legal authorization for the Xiaomi platform, and is responsible for utilizing its resources to provide online marketing and promotion services for the Product within the cooperation area. This includes but is not limited to providing optimization of the Product's introduction, support for information updates, and customized promotional content. Xiaomi may also create marketing content such as articles, guides, videos, live streams, and promotional images for the Product.
5. Xiaomi will provide You with the technical and content standards requirements for the promotion of the Product. Upon receiving the aforementioned notification from Xiaomi, You shall make the necessary adjustments to the Product within 10 working days.
6. In order to achieve the cooperative objectives stipulated in this Agreement, Xiaomi may use the Product and related materials such as screenshots and posters for external promotional content of Xiaomi, and may independently decide on the specific media format for distribution.
7. If You provide third-party recharge/payment channels besides the payment channels provided by Xiaomi without obtaining Xiaomi's prior written consent, it shall be deemed as a material breach of this Agreement, and Xiaomi reserves the right to request that You close the aforementioned non-Xiaomi recharge/payment channels.
8. The Product download interface and installation package of the Product shall be provided to the users by Xiaomi.

2. Technical Support for the Product

1. Xiaomi provides You with analytical support for the operational data of the Product, including but not limited to user data, revenue data, active data, download data, retention data, and other analytical content. After the cooperative game is launched for 30 working days, Xiaomi can provide You with statistical data related to the Product upon receiving Your written application.
2. Xiaomi is required to provide You with the necessary technical support during the cooperation period. This support may include, but not be limited to, technical support for the integration and update of Xiaomi SDK, and customized services for individual SDK versions, to ensure the effective operation of virtual goods exchange and recharge systems in the Product.

1. Product Development and Content Review
2. You shall be responsible for the development, improvement, updates, and technical maintenance of the Product, and shall promptly provide Xiaomi with the Product and its updated versions.
3. Xiaomi has the right to participate in the adjustment of the Product's content, including but not limited to the appearance of characters in games and the addition of props or characters created by Xiaomi in games. The content involved in the adjustment shall be exclusively created by Xiaomi (hereinafter referred to as "Original Content"), and Xiaomi shall have independent intellectual property rights over the Original Content. Xiaomi hereby authorizes You to use the legal rights of the aforementioned Xiaomi Original Content within the scope of this Agreement, which shall be non-exclusive, worldwide, and royalty-free.
4. You are responsible for ensuring the stability of the Product and its access. You shall also provide necessary technical support to Xiaomi to enable Xiaomi to complete the promotion and service of the Product in accordance with this Agreement. If the Product fails to meet the requirements stipulated in this Agreement or fails to comply with Your platform access rules due to reasons attributable to Xiaomi, You have the right to refuse to publish the Product.
5. In the event of any technical malfunctions arising due to Your design or programming, You shall promptly respond to Xiaomi's notification and complete the repair or improvement within the time required by Xiaomi. If You are unable to repair it in a timely manner or if it significantly affects the user experience, Xiaomi has the right to remove or disconnect the Product from access and demand that You compensate Xiaomi for any losses suffered as a result.
6. You shall ensure the legality of the Product and related content and services provided by You (including but not limited to Product names, applications, materials, dialogues, storylines, character and skill names, etc.). You shall have legal rights or legal authorization over the copyrights, trademarks, and other legal rights of the Product during the term of this Agreement. You shall bear full responsibility for the legality of the intellectual property rights involved in the Product and related content and services provided by You. You shall ensure that any other rights holders (if any) of the Product agree to Your signing and performing this Agreement and do not require Xiaomi to pay any fees.
7. You shall possess all legal qualifications and licenses required for operating the Product, and have completed relevant procedures such as copyright registration for application software in accordance with laws, regulations, and policy provisions. Otherwise, You shall be solely responsible for any legal liabilities and disputes arising from it. You must provide Xiaomi with Your identity proof (copy of ID card for individual developers, copy of business license and ID card of the legal representative with official seal for enterprise developers), proof of ownership of the Product (including but not limited to a copy of the registration certificate of software copyright for the Product, a copy of the trademark certificate, and the game agency authorization certificate) before the Product is launched.
8. To better operate the Product, Xiaomi has the right to assist You in formulating pricing and promotional plans for in-app virtual goods (such as game props), and timely provide operational suggestions. Xiaomi has the right to review the pricing of virtual goods in the Product. You shall ensure that the unit price of virtual goods in the Product under this Agreement is not higher than that in other application markets or joint operation game platforms. Xiaomi has the right to hold periodic subsidy campaigns.

1. Customer Service and Maintenance
2. Xiaomi provides consultation services to users on certain issues related to the Product, including but not limited to issues related to functions contained in the SDK provided by Xiaomi (such as recharging and exchange). You shall provide necessary cooperation in this regard. In the event that a user has successfully paid and obtained virtual goods in the Product, but subsequently encounters fraudulent or other activities that infringe upon consumer rights and interests and takes actions such as safeguarding rights and litigation, Xiaomi has the right to exercise platform rights to handle compensation matters for users, and request that You compensate Xiaomi and the user for all losses suffered as a result.
3. You shall provide user services related to the Product, including but not limited to user services related to the content and game rules of the Product. You shall process user inquiries, complaints, refunds, and compensation requests within the time limit specified by Xiaomi in accordance with this agreement. Failure to do so may result in Xiaomi making refunds and compensation to users in advance as requested, and You shall bear all related costs, which may be directly deducted from Your share by Xiaomi.
4. Xiaomi shall be responsible for the operation and maintenance of its own platform, including but not limited to the system, network environment, and data access. Xiaomi shall make all reasonable efforts to ensure the technical stability and security of the application distribution and marketing activities it provides.
5. In accordance with the actual operation of the Product, Xiaomi may arrange and determine the specific sub-platform or website of the Xiaomi platform that You will access, at its discretion. Xiaomi will provide You with consultation services during the process of accessing and operating the Product. You can contact Xiaomi for consultation through the contact information published on the Xiaomi platform.
6. In order to better promote cooperative game products and increase user engagement, Xiaomi may set up a dedicated discussion community section for games and provide targeted maintenance and tracking for game users, as well as specialized maintenance for top players. To maintain and reach more users, Xiaomi may organize game forum activities and prize draws from time to time, and can customize promotional plans specifically for the cooperative game.
7. If the Product has a sharing function, where users can share related content to social media platforms by clicking the share button, You should ensure that the sharing function only allows users to share images or text related to the Product, and does not allow users to share QR codes or external links from non-Xiaomi download channels.

Additional Service Terms

1. Permissible Transactions. Seller may only use the Service to process a Payment Transaction for a Product that is purchased by a Buyer through a legitimate, bona fide sale of the Product. The Service may not be used to process a Payment Transaction for Seller, or otherwise transfer money between a Buyer and Seller, that does not directly result from a Buyer's purchase of a Product. Seller may not use the Service to process Payment Transactions in connection with an illegal transaction or the sale or exchange of any illegal or prohibited goods or services as stipulated by applicable laws.
2. Subscriptions. If you provide subscriptions to users, you may change purchase amount provided that such change shall not apply on subscriptions that have already been incurred by the users unless otherwise specified.
3. Xiaomi has the right:

(a) to change, suspend or discontinue the Service, in whole or in part, as necessary to perform maintenance or updates to the Service;
(b) to impose reasonable limits on certain features or restrict access to parts or all of the Service without notice and without liability;
(c) to establish general practices and limits concerning use of the Service, including without limitation individual or aggregate transaction limits on the amount or number of Payment Transactions during one or more specified time periods.

1. Implementation of Service. Seller agrees not to use the Service for terminals other than the Seller Application without Xiaomi’s prior approval. Xiaomi at all times reserves approval authority as to the implementation of the Service on each Seller Application, and Xiaomi may upon notice suspend Seller's use of the Service until Seller corrects implementation issues as reasonably specified by Xiaomi.
2. Implementation Setup. Seller agrees to provide current, complete and accurate information as required for the Service and to maintain and promptly update the information with Xiaomi. Seller will set up and maintain a Settlement Account that is capable of receiving funds through electronic funds transfer. Seller authorizes Xiaomi to confirm that the Settlement Account is in good standing with the financial institution and further authorizes Xiaomi to reconfirm the Settlement Account any time the account information is changed. Seller also authorizes Xiaomi to obtain from time to time a credit report and to otherwise make credit or other background inquiries on Seller as Xiaomi deems appropriate to assess Seller's eligibility for continued use of the Service. Xiaomi may require Seller to provide additional information from time to time as a condition of Seller's continued use of the Service in connection with a credit or other background inquiry.
3. Implementation Updates. Seller will provide Xiaomi with sixty (60) days advance notice of any change to a Seller Application or the code or technology used to implement the Service on a Seller Application that could reasonably be expected to adversely affect Seller's implementation of the Service; provided that giving notice will not relieve Seller of its obligations under this Agreement.

SECTION 3. SERVICE FEES AND PAYMENT TERMS

1. Service Fees. The sharing ratio between Xiaomi and You is: Xiaomi 30% , You 70%. When the cooperation mode under this Agreement changes or upon both Parties’ acknowledgement, Xiaomi has the right to request the change of sharing ratio, which shall take effect upon written confirmation by both parties (email shall suffice). The sharing ratio between Xiaomi and You regarding Subscription feature is: Xiaomi 20% , You 80%.
2. Payment Terms. You will conduct transactions through the Service which will make payments to your settlement account in USD or RMB.
3. No later than thirty (30) days following the end of each monthly period, Xiaomi will make available to You a sales report in sufficient detail to permit You to identify the Product sold in that monthly period and the total amount ("Remittance Value") to be remitted to You by Xiaomi ("Settlement Statement "). In the event of any discrepancies between your data and the sales report, and such discrepancies are greater than or equal to 5% of the Remittance Value, you may request account reconciliation and file an objection within ten (10) calendar days upon your receipt of the applicable Settlement Statement. If you do not file an objection within the said period, you are deemed to have confirmed the Settlement Statement. You hereby acknowledge and agree that Xiaomi shall be entitled to the Service Fees, in accordance with this Section 3.3 on the delivery of any Product to any User, even if Xiaomi is unable to collect the prices for that Product from payment service provider. Payment will be made within thirty (30) calendar days after Xiaomi’s receiving the corresponding amounts from payment service provider and Xiaomi will issue the invoice for the fees of corresponding service to you.
4. In the event that the accumulated Remittance Value amounts does not reach 1000 USD in the current payment cycle, it will be automatically accrued to the next payment date.
5. If you fail to confirm the Settlement Statement as required within twelve (12) months starting from Xiaomi’s issuance of the Settlement Statement, this will be deemed as an agreement by You to waive of your right under this Agreement (or at law) to payment and Xiaomi shall not be obliged to pay the corresponding portion of the Remittance Value.
6. You agree to pay all fees, including any applicable currency conversion fees, associated with the processing of Funds Transfer to the Settlement account. You acknowledge and agree that You bear all risk of loss arising from any changes in the currency exchange rates between the time payment transactions are processed and the time that settlement funds are transferred to the Settlement account. Banks that process the Funds Transfer to the Settlement account also may impose fees and charges related to processing of the Funds Transfer and related currency conversion, and You are solely responsible for all such fees and charges.
7. User Currency. GetApps may permit You to list Purchase Amount for Your Product, and a User to purchase Your Product, in a currency different from that of the Your Settlement account ("User Currency Purchase Transaction"). For any User Currency Purchase Transaction, You will be paid by Xiaomi in USD or RMB, based on an exchange rate that will be applied to the purchase amount (denominated in User Currency) at the time the Payment Transaction is submitted to Xiaomi for processing by You. The exchange rate will be determined by a financial institution utilized by Xiaomi to calculate exchange rates, and may be adjusted based on market conditions without notice to You.
8. Payment Adjustments. You acknowledge that Users may retain a chargeback right pursuant to card association and network rules and/or their agreement with the holder of the Payment Account, and Xiaomi will have the right (but not the obligation) to pass chargebacks/disputes to You for particular payment transactions and you shall compensate Xiaomi for any and all losses incurred therefrom. Xiaomi may withhold payments or reverse previous payments if: (i) a User makes a claim to Xiaomi for a refund or other reversal or (ii) Xiaomi believes that the payment transactions are invalid, involve misconduct or fraud (such as fraudulent use of a payment instrument), or otherwise violate applicable law, this Agreement, or the policies. You agrees to cooperate with Xiaomi and to provide any information that may be reasonably requested by Xiaomi in its investigation of any of the foregoing circumstances.
9. You will disclose your return/cancellation policy. If You allow returns, cancellations or price adjustments in connection with a Payment Transaction, You will initiate a credit to the User using the refund function of the Service within reasonable period upon receiving the User's request. Refunds cannot exceed the total amount of the Payment Transaction. You acknowledge that even if Your return/cancellation policy prohibits returns or cancellations, You may still receive chargebacks requests relating to the transactions. Xiaomi may reject or delay a refund request from You through the Service if Xiaomi is unable to obtain sufficient funds from You to fund the refund.
10. Taxes And Other Charges.

In certain countries/territories as described in Annex I, Xiaomi will determine if a Product is taxable and if so, the applicable Tax rate will be collected by Xiaomi or third parties engaged by Xiaomi, according to the applicable laws, and remitted to the appropriate taxing authority for Product sold to Users. Xiaomi will update the list of such countries/territories where it will determine from time to time. In all other countries/territories, it is your responsibility to determine if a Product is taxable and the applicable rate of Tax to be collected, and to remit the Taxes to the appropriate taxing authorities. All Taxes will be deducted from the sales price of Product sold and the remainder (sales price less Service Fee and Taxes, if any) will be remitted to You. All taxes (including VAT or similar transaction taxes) must be included in the price.

SECTION 4. INTELLECTUAL PROPERTY RIGHTS

• You warrant and undertake that you possess legal and complete intellectual property rights and/or relevant authorizations for the Product and will not infringe upon legitimate rights and interests of any third party. You shall be fully liable for any disputes, claims, liabilities, arbitration, lawsuits, etc. caused by any defects in the intellectual property rights and relevant authorizations for the Product, and Xiaomi shall have the right to unilaterally terminate the Agreement and request You to compensate for the losses suffered thereby.
• You warrant and undertake that the Product and related contents are legal and will not violate the provisions of relevant laws and regulations or the requirements of relevant authorities within the Territory, nor transmit contents containing viruses, Trojan horses or other harmful programs and codes. In case of disputes, claims and lawsuits arising from Your breach of the warrants and undertakings, You shall bear full responsibility and compensate Xiaomi for the losses suffered thereby.
• You and Xiaomi shall each hold the ownership and/or related intellectual property rights for the website and/or application names, trademarks, logos, icons and avatars owned respectively. Either You and Xiaomi may use the above intellectual property for purpose of this Agreement and subject to the authorization from the other Party, but such use shall not go beyond the purposes and extent as agreed herein. Neither You and Xiaomi shall use the intellectual property authorized by the other Party in any way after the termination of the Agreement.
• Without Xiaomi’s prior written consent, You shall neither globally register trademarks for the graphics, characters and names (in Chinese/English/other languages) related to the name of Xiaomi and/or Xiaomi’s Affiliates, nor carry out copyright registration and patent application in respect of part or all of the Product globally. If You and/or Your Affiliates carry out global trademark registration, copyright registration and patent application for the names, graphics, images, characters and names related to the name of Xiaomi and/or Xiaomi’s Affiliates without prior written consent of Xiaomi and/or Xiaomi’s Affiliates, the above intellectual property rights (including the pending rights) shall vest with Xiaomi and/or its Affiliates, and You shall unconditionally cooperate with Xiaomi to transfer the above intellectual property rights to Xiaomi or Xiaomi’s designated Affiliates within thirty (30) days after submission of the above intellectual property rights application or at the time specified by Xiaomi, and bear the cost arising therefrom.

SECTION 5. CONFIDENTIALITY

1. You will hold confidential and will not use or share any User Data obtained through the Service, except to process the transaction the Users requested and maintain the Users' account with You, or as otherwise expressly permitted by applicable laws. You acknowledge that User Data received from Xiaomi in connection with the Service is subject to the [Xiaomi Privacy Policy], and You agree that you will not use or share User Data obtained from Xiaomi in any manner that contravenes the aforementioned Policies and applicable laws. You will not disclose or cause to be disclosed any Xiaomi Confidential Information without Xiaomi's prior written consent, except to those employees, agents, representatives, or contractors of You who require access to Xiaomi Confidential Information on a need-to-know basis to perform under this Agreement ("Authorized Personnel") and who are bound by a written agreement not to disclose third party confidential information. You agrees that You are responsible for any act and/or omission of any Authorized Personnel in breach of this section. You agree to use the same degree of care, but no less than a reasonable degree of care, as You use with respect to its own information of a similar nature to protect the Xiaomi Confidential Information and to prevent communication of Xiaomi Confidential Information to any unauthorized third parties. "Xiaomi Confidential Information" includes without limitation:

(i) all Xiaomi software, technology, programming, specifications, materials, guidelines and documentation relating to the Service;
(ii) any information provided pursuant to this Agreement, including, without limitation, tangible, intangible, visual, electronic, present, or future information such as:
(a) trade secrets;
(b) financial information, including pricing;
(c) technical information, including research, development, procedures, algorithms, data, designs, and know-how; and
(d) business information, including operations, planning, marketing and promotion plans, and Product; and
(iii) any other information designated in writing by Xiaomi or GetApps as "Confidential" or an equivalent designation.
This Agreement imposes no obligation upon You with respect to Xiaomi Confidential Information that:
(i) was known to You before receipt from Xiaomi or GetApps;
(ii) is or becomes publicly available through no fault of You;
(iii) is rightfully received by You from a third party without a duty of confidentiality; or
(iv) is independently developed by You without a breach of this Agreement. If Xiaomi Confidential Information is required to be produced by law, court order, or other governmental demand ("Process"), You must immediately notify Xiaomi of that obligation. You will not produce or disclose Xiaomi Confidential Information in response to the Process unless Xiaomi has:
(a) requested protection from the court or other legal or governmental authority requiring the Process and the request has been denied, or
(b) consented in writing to the production or disclosure of the Xiaomi Confidential Information in response to the Process. Upon Xiaomi's written request, You will promptly return all Xiaomi Confidential Information, together with all copies, or certify in writing that all Xiaomi Confidential Information and copies have been destroyed.

SECTION 6. WARRANTIES

• Representations and Warranties. You represents and warrants that:

(i) if an individual, You are at least 18 years old,
(ii) if a business entity, You are duly authorized to do business in the Your country of registration,
(iii) You are capable of and has full power and authority to enter into this Agreement and this Agreement will constitute the valid and binding obligations of You,
(iv) You are a resident of your country of registration,
(v) You own and control the Product and otherwise has and will maintain all rights, authorizations and licenses that are required to permit You to operate the Product;
(vi) Your execution of this Agreement and use of the Service does not violate any other agreement to which You or its affiliates are subject; and
(vii) You will comply with all applicable laws, regulations and ordinances in connection with your use of the Service.

• Disclaimer of Warranties. THE SERVICE (INCLUDING ALL CONTENT, SOFTWARE, DATA TRANSMISSION, FUNCTIONS, MATERIALS AND INFORMATION PROVIDED IN CONNECTION WITH OR ACCESSIBLE THROUGH THE SERVICE) IS PROVIDED "AS IS" AND WITHOUT WARRANTY (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

SECTION 7. LIMITATION OF LIABILITY AND INDEMNIFICATION

1. LIMITATION OF LIABILITY. XIAOMI (INCLUDING ITS AFFILIATES AND AGENTS) WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR PROCUREMENT OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF XIAOMI HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGE OR LOSS. IN NO EVENT WILL XIAOMI'S LIABILITY ARISING OUT OF THIS AGREEMENT AND THE SERVICE EXCEED THE NET FEES THAT XIAOMI HAS RECEIVED AND RETAINED UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ARISES.

1. Indemnification. You will indemnify, defend and hold Xiaomi the Indemnified Parties (inclusive of Xiaomi, its affiliates and officers, directors, agents, employees, information or service providers, licensors, licensees, consultants, contractors and other applicable third parties for this Agreement) harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees) brought against any of the Indemnified Parties, arising out of or related to:

(i) Your Products or Websites,
(ii) You Brand Features;
(iii) Your use of the Service; and/or
(iv) any breach of or non-compliance with this Agreement or the Policies by You.

SECTION 8. TERMINATION

• By You. You may terminate this Agreement or Your use of the Service by notifying Xiaomi your intention to terminate at least thirty (30) days in advance. The termination will take effect after all Settlements under this Agreement have been calculated and paid.
• By Xiaomi. Xiaomi may terminate or suspend this Agreement or Your use of the Service at any time without cause by giving you thirty (30) day prior notice.
• Effect of Termination. Terms which by their nature or otherwise necessary to survive termination or expiration of this Agreement shall bind following any expiration or termination of this Agreement. Notwithstanding the payment terms described in Section 3, upon the expiration or termination of this Agreement or other cessation of Your use of the Service, Xiaomi may withhold settlements to cover Xiaomi's expectation of potential chargeback exposure for up to one hundred eighty (180) days. You will remain liable for chargebacks and any other obligations incurred by You after the expiration or termination of this Agreement. Following the expiration or termination of this Agreement, Xiaomi may disable Your access to the Service.

SECTION 9. GENERAL

1. Notice to Xiaomi. Except as otherwise specified in the Agreement, all notices given under this Agreement by You to Xiaomi will be in English and in writing to the address mentioned above in Section 1. You may also post notices or communications via contact portal published on GetApps platform where applicable.
2. Notice to You. Xiaomi may communicate with You regarding the Service by means of electronic communications, including:

(i) sending electronic mail to the email address You provided to Xiaomi; or
(ii) posting of notices or communications within the Service console or on the GetApps platform.

1. Governing Law and Dispute Resolution. If Your contracting entity of Xiaomi under this Agreement is Zhigu Corporation Limited, and/or Pinecone HK Limited, you agree that all claims including the validity, interpretation, modification, execution and dispute resolution of this Agreement shall be governed by the laws and regulations of the Hong Kong Special Administrative Region of the People’s Republic of China. In the absence of the applicable statute law, reference is made to the general international business practices and/or industry practices. You and Xiaomi therefore agree that any and all disputes, compensation claims, and causes of action arising out of or in relation to performing of this Agreement shall be submitted to the Hong Kong International Arbitration Center for the final arbitration in accordance with the Hong Kong International Arbitration Center Administered Arbitration Rules then in force at the time of submission of the arbitration notice. The place of arbitration shall be Hong Kong.

If Your contracting entity of Xiaomi under this Agreement is Xiaomi Technology Netherlands B.V., you agree that all claims including the validity, interpretation, modification, execution and dispute resolution of this Agreement shall be governed by the Dutch law. You and Xiaomi therefore agree to make all attempts to resolve all differences or settle any claims or disputes arising out of or in connection with this Agreement by amicable settlement and negotiations. To that effect, You may request to have recourse to mediation by one mediator drawn from the Register of Mediators of the Dutch Mediators’ Federation (Mediatorsfederatie Nederland, MfN, mfnregister.nl/zoek-mediator) who are acknowledged by the Parties to be impartial and independent, affordable, capable of providing their mediation services in English, easily accessible either physically or remotely using communication technologies, capable of providing their mediation services without undue delay, and having a sufficient understanding of general business-to-business commercial relations allowing them to contribute effectively to the attempt to settle the disputes. Xiaomi will bear a reasonable proportion of the total costs of mediation as determined based on a suggestion by the mediator. In the event that no settlement can be reached through negotiations within sixty (60) days after either party has served written notice to the other requesting such negotiations, then all disputes arising out of or in connection with this Agreement shall be finally and exclusively settled in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce, by three (3) arbitrators designated in accordance to said rules. Place of arbitration shall be Amsterdam, the Netherlands. The proceedings shall be held in the English language and the tribunal shall decide in accordance with the rules of law. Nothing in this Section shall prevent any Party from having recourse to a court of competent jurisdiction for the sole purpose of seeking a preliminary injunction or such other provisional judicial relief as it considers necessary.

1. Entire Agreement and Modification. This Agreement constitutes the entire agreement between You and Xiaomi with respect to the subject matter. The Agreement will be binding on and inure to the benefit of each of the parties and their permitted successors and assigns. Xiaomi will have the right, at its sole and absolute discretion, to change, modify, or amend any portion of this Agreement at any time by posting notification on GetApps platform seven (7) business days in advance or otherwise deliver the notification to You. The changes will become effective, and will be deemed accepted by You, upon the notice period expires or the sending by Xiaomi of notification to You and will apply on a going-forward basis with respect to payment transactions initiated after the posting or sending date. In the event that You do not agree with the modification, You must terminate its use of the Service, which will be Your sole and exclusive remedy. The English language version of this Agreement will control and translations, if any, are non-binding and for reference only.
2. Assignment. You may not assign (including by way of merger, sale of stock, or sale of assets) this Agreement or any rights or obligations under this Agreement without the prior written consent of Xiaomi.
3. Force Majeure. Neither You and Xiaomi will be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
4. Other Provisions. The failure of Xiaomi to exercise or enforce any right or provision of the Agreement will not constitute a waiver of the right or provision. Headings are for reference purposes only and will not be used for interpretation of this Agreement. The Policies and URLs referenced in this Agreement are incorporated by reference and may be updated by Xiaomi from time to time. The parties are and will remain independent contractors and nothing in this Agreement will be deemed to create any agency, partnership, or joint venture relationship between the parties. Neither You and Xiaomi will be deemed to be an employee or legal representative of the other nor will either You and Xiaomi have any right or authority to create any obligation on behalf of the other party. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and remain enforceable between the parties.

Annex I

Tax rates and Value Added Tax (VAT)In some countries, prices shown to buyers shall be the amount to be paid at time of payment, i.e. the shown price shall include all taxes (including VAT or similar transaction tax).
Currently, Xiaomi supports to show tax-inclusive price in the following countries:

Malaysia:Xiaomi is responsible for determining, charging and remitting service tax for all GetApps paid app and in-app purchases made by customers in Malaysia. You don’t need to calculate and send service tax separately for purchases made by customers in Malaysia.
Where applicable, Xiaomi will charge and remit 8% service tax on the invoiced service fee to appropriate authority. The 8% service tax will be reflected separately from the service fee. The 8% service tax rate is effective 1 March 2024.

Thailand:Developers located outside Thailand
If you’re located outside Thailand, Xiaomi is responsible for determining, charging and remitting 7% Thailand VAT to the appropriate authority for all GetApps paid app and in-app purchases made by customers in Thailand.

Chile:Xiaomi is responsible for determining, charging and remitting 19% VAT for all GetApps paid app and in-app purchases made by customers in Chile. You don’t need to calculate and send VAT or the similar tax separately for purchases made by customers in Chile. Where applicable, Xiaomi will charge and remit the related tax on the invoiced payment to appropriate authority.

Russia:
Developers located outside of Russia

If you’re located outside Russia, Xiaomi is responsible for determining, charging and remitting applicable VAT at 20% to the appropriate authority for all Getapps paid app and in-app purchases made by customers in Russia. The aforementioned rates will be subject to further changes pursuant to new tax legislation.


European Union:Xiaomi is responsible for determining, charging, and remitting VAT for all GetApps paid app and in-app purchases made by customers in the European Union. You don’t need to calculate and send VAT or similar taxes separately for purchases made by customers in the European Union. Where applicable, Xiaomi will charge and remit the related tax on the invoiced payment to the competent tax authority. VAT rate is 19% in Germany, 19% in Romania, 21% in Spain, 20% in France, 22% in Italy and 23% in Poland. The aforementioned rates will be subject to further changes pursuant to new tax legislation or decree published locally. Xiaomi is obliged to issue invoices in full amount to customers in the European Union, and notwithstanding anything to the contrary in this Agreement, for the European Union region you would need to issue invoice(s) to Xiaomi for the Settlement amount.

Turkey:Xiaomi is responsible for determining, charging and remitting 18% VAT for all GetApps paid app and in-app purchases made by customers in Turkey. You don’t need to calculate and send VAT or the similar tax separately for purchases made by customers in Turkey. Where applicable, Xiaomi will charge and remit the related tax on the invoiced payment to appropriate authority.


The Philippines:Developers located outside the Philippines

If you’re located outside the Philippines, Xiaomi is responsible for determining, charging and remitting 12% Philippines VAT to the appropriate authority for all GetApps paid app and in-app purchases made by customers in the Philippines.

Meanwhile if the turnover exceeds the threhold of Digital service tax in Turkey, Xiaomi is responsible for determining, charging and remitting 7.5% Digital service tax for all GetApps paid app and in-app purchases made by customers in Turkey.