1. Definitions
Affiliates: Alphabet Inc., its subsidiaries, and the directors, officers, employees, and contractors of Google LLC, Alphabet Inc., or its subsidiaries.
Annual Fee: The applicable annual fee charged by Google for participation in the Catalog Access Program, as set forth in the Program Requirements.
App Developer: A person or company who provides Products for distribution.
App Store: A digital store for use in connection with browsing, purchasing, installing, and/or otherwise obtaining Products.
App Store Operator or You: A person or company (other than Google or its Affiliates) who operates an App Store for use on Android devices in accordance with this Agreement.
Brand Features: The trade names, trademarks, 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.
Catalog-Only Product: Any Product that is available through Google Play but is not available through Your App Store.
Eligibility Criteria: The eligibility-related criteria and other requirements set forth in the Program Requirements.
Program Requirements: The eligibility-related policies, procedures, criteria, and other requirements for the Catalog Access Program set forth here.
Expiration Date: July 22, 2029, unless such date is modified by Google to be consistent with the Injunction.
Google: Google LLC.
Google Play: The software and services that allow App Developers to distribute Products to users of applicable Android devices.
Injunction: The injunction issued by the court on October 7, 2024 in Epic Games v. Google, or the then-applicable subsequent or replacement version of such injunction issued by such court.
Product: Software, content, digital materials, and other items and services as made available by App Developers for use on Android devices.
Product Catalog: The Google-provided catalog file with certain information, links, and metadata regarding applicable Products.
Product Catalog Information: Any data, information, or other content contained in the Product Catalog.
Taxes: All government-imposed charges, levies, taxes, imposts, and withholdings, including communication taxes. The term Taxes excludes property taxes, taxes based on each Party’s net income, franchise taxes, business and occupation taxes, and charges based on import or export of goods (including duties and tariffs). Each Party is responsible for its own net income taxes.
2. Accepting this Agreement
2.1 This Catalog Access Program Service Agreement (this "Agreement") forms a legally binding contract between You and Google in relation to Your participation in the Catalog Access Program with respect to Products made available or distributed to users within the United States. You accept this Agreement.
2.2 If You are agreeing to be bound by this Agreement on behalf of Your employer or other entity, You represent and warrant that You have full legal authority to bind Your employer or such entity to this Agreement. If You do not have the requisite authority, You may not accept this Agreement or participate in the Catalog Access Program on behalf of Your employer or other entity.
2.3 Any data collected or used pursuant to this Agreement is in accordance with Google’s Privacy Policy.
3. Enrollment Process and Requirements
3.1 In order to participate in the Catalog Access Program, You must satisfy and adhere to the procedures and requirements set forth in this Agreement, including as set forth in the Program Requirements.
3.2 In connection with the Catalog Access Program enrollment process, You will provide any information, cooperation, or content related to Your App Store to the extent reasonably necessary for Google to determine, monitor, or verify Catalog Access Program eligibility or to enforce this Agreement, as reasonably requested or required by Google.
3.3 Upon Google’s request, You will certify in writing that You and Your App Store are in compliance with this Agreement.
3.4 Prior to participating in the Catalog Access Program, You will receive written notice from Google that Your App Store satisfies all Eligibility Criteria (the "Eligibility Confirmation Notice”). If Google determines that Your App Store does not meet the Eligibility Criteria, Google will provide You with notice of such determination, and You may follow the cure, resubmission, or appeal procedures, as applicable, set forth in the Program Requirements.
3.5 You will pay the initial Annual Fee (plus any applicable Taxes) when invoiced. This fee is non-refundable, regardless of whether You meet the Eligibility Criteria.
4. Post-Enrollment
4.1 Your App Store must continue to satisfy all Eligibility Criteria.
4.2 You will continue to provide any information, cooperation, or content related to Your App Store to the extent reasonably necessary for Google to determine, monitor, or verify Catalog Access Program eligibility or to enforce this Agreement, as reasonably requested or required by Google.
4.3 You are responsible for maintaining the confidentiality of any credentials that Google may issue to You or that You may choose Yourself, and You are solely responsible for all activities under Your credentials.
4.4 You will not have the right to receive any payments or other compensation from Google (or any third party) under this Agreement.
4.5 You and Your App Store will not convey or imply any inaccurate or misleading information regarding Google, Google Play, any Product Catalog Information, Your App Store, any Products, or any App Developers. You will protect the privacy and legal rights of users and App Developers.
4.6 Unless expressly authorized by Google in a separate written agreement, You may not (a) use the Product Catalog to distribute Products to users outside of the United States; or (b) except as otherwise set forth in this Agreement, use Google Play to distribute or make available any Product or App Store. You understand that some App Developers may, at any time, opt out of some or all of their Products being included in the Product Catalog, and You agree to comply with any such opt outs.
4.7 You are solely responsible for, and Google has no responsibility to You for, Your App Store (including any operation, maintenance, or support thereof) and Your use of any Google APIs.
4.8 You will pay each Annual Fee (plus any applicable Taxes) when invoiced.
5. Payment Terms
5.1 Google will issue an invoice for each Annual Fee (plus any applicable Taxes).
5.2 You will pay all fees and applicable Taxes due in the currency stated in the invoice within 30 days of the invoice date (“Payment Due Date”) using a payment method approved by Google (as may be modified by Google from time to time).
5.3 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 You, it will be in the form of credit for the applicable amount.
5.4 Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the Payment Due Date until paid in full. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by Google in collecting such delinquent amounts.
6 Taxes
6.1 All payments from You to Google under this Agreement are exclusive of Taxes. You are responsible for paying any Taxes arising on fees. If Google is obligated to collect or pay any Taxes in respect of Your payment to Google, the Taxes will be separately invoiced to You, and You 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 this Agreement, You 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 this Agreement 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.
6.2 You will timely provide Google with any applicable tax documentation, certification, or information requested by Google. You hereby represent and warrant that You are not acting as an agent or appointee on behalf of any other person, and You agree to provide written notification to Google at least ninety (90) days prior to any such agency or appointment taking effect. Unless You are a resident of the United States or Singapore for income tax purposes, You hereby represent and warrant that any services that You provide to users through Your Products are not performed in the United States or Singapore, respectively, and furthermore You agree to provide written notification to Google at least ninety (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.
7. Additional Obligations
7.1 Google is providing You access to Product Catalog Information solely to comply with the terms of the Injunction. By providing You such access, Google does not thereby grant You any licenses or rights with respect to Product Catalog Information or any other content provided by or owned by App Developers. As further described in Section 11.1, Google does not make any representations or warranties of any kind regarding any Product Catalog Information or any right to access, use, distribute, or otherwise exploit any Product Catalog Information. Any rights or restrictions regarding Your access, use, distribution, or other exploitation of Product Catalog Information are between You and the applicable App Developer. You are solely responsible for, and you assume all risks associated with, Your access, distribution, or other use of any Product Catalog Information.
7.2 You will not use or retain any non-current version of the Product Catalog or any Product Catalog Information.
7.3 You will not charge users additional fees for downloading, installing, or using any Catalog-Only Products or otherwise monetize the installation of Catalog-Only Products.
7.4 You will use Google’s Inline Install API (and any other applicable Google API), as reasonably requested or required by Google, in order to initiate the installation of Products from the Product Catalog. Your use of certain Google APIs may be subject to additional data transfer provisions or the specific guidelines for such Google APIs, and You will comply with any such provisions or terms. Without limiting the foregoing, You will not (a) use Google’s Inline Install API for any purpose other than installing Products via Google’s Inline Install API; (b) use Google’s Inline Install API in any advertising networks; or (c) alter or tamper with the design or functionality of Google’s Inline Install API.
7.5 You will not engage in any activity that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of Google or any third party.
8. Brand Guidelines
8.1 During the term of this Agreement, subject to Google’s applicable Brand Feature usage guidelines, You will clearly indicate to the user that Catalog-Only Products come from Google Play before initiating the Inline Install API. Google reserves all rights in and to its Brand Features (and its other intellectual property rights) not expressly granted to You in this Agreement.
9. Term, Termination, and Disqualification
9.1 This Agreement will continue to apply until the earlier of (a) the Expiration Date, or (b) the termination of this Agreement.
9.2 Google may terminate this Agreement as set forth in the Program Requirements in the following events (as reasonably determined by Google): (a) You breach any provision of this Agreement (or any other agreement, related to Product Catalog access, between You and Google); (b) Google is required to terminate this Agreement by law; (c) Your App Store contains elements that could cause serious harm to user devices or data (or otherwise poses a potential risk for economic, reputational, or security-related harm to Google, App Developers, users, or other third-party partners); (d) You cease being an authorized participant in the Catalog Access Program; or (e) Your App Store ceases meeting the Eligibility Criteria. Notwithstanding anything to the contrary in this Agreement, Google may terminate this Agreement or suspend Your participation in the Third-Party App Store on Play Program immediately if Google reasonably determines that (i) Your App Store hosts or proliferates excessive amounts of malware (or other extreme or malicious content); (ii) Your continued participation would, or is reasonably likely to, otherwise pose a significant, imminent security risk; or (iii) immediate termination or suspension is reasonably necessary to comply with applicable law.
9.3 Where allowed under applicable law, Google may also terminate this Agreement for any reason with thirty (30) days prior written notice.
9.4 You may terminate this Agreement at any time.
9.5 Upon any termination of this Agreement, you will cease participating in the Catalog Access Program.
10. Representations and Warranties
10.1 You represent and warrant that (a) all information You provide to Google in connection with this Agreement is and will continue to be current, true, accurate, supportable, complete, and not misleading as long as You remain subject to this Agreement; and (b) You are responsible for compliance with all applicable laws, regulations, industry standards, and other obligations in connection with any matters that arise from or relate to Your App Store or Your participation in the Catalog Access Program.
11. Disclaimer of Warranties; Limitation of Liability; Indemnification
11.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, (A) YOU UNDERSTAND AND EXPRESSLY AGREE THAT THE PRODUCT CATALOG INFORMATION IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND; (B) YOUR PARTICIPATION IN THE CATALOG ACCESS PROGRAM AND YOUR USE OF THE PRODUCT CATALOG AND GOOGLE APIS, AND ANY MATERIAL OBTAINED THROUGH SUCH USE, ARE AT YOUR OWN DISCRETION AND RISK; AND (C) GOOGLE 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.
11.2 To the maximum extent permitted by law, Google will have no liability for any claims arising out of or relating to this Agreement or Your participation in the Catalog Access Program or use of any Google APIs.
11.3 To the maximum extent permitted by law, You will defend and indemnify Google and its Affiliates against any third-party legal or regulatory proceeding to the extent arising from (a) Your participation in the Catalog Access Program (including, without limitation, Your use or distribution of any App Developer information or content, or the infringement of third-party intellectual property rights or violation of law by You or Your App Store); (b) Your use of any Google APIs in connection with the Catalog Access Program; in connection with the Catalog Access Program; or (c) Your breach of this Agreement or any agreement between You and any App Developer or user.
12. Changes to this Agreement
12.1 Google may make changes to this Agreement with notice to You and the opportunity to decline further participation in the Catalog Access Program. You should look at this Agreement and check for notice of any changes regularly.
12.2 Changes will not be retroactive. They will become effective, and will be deemed accepted by You, (a) immediately for those who become App Store Operators after the notification is posted; or (b) for pre-existing App Store Operators, 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).
12.3 If You do not agree with the modifications to this Agreement, You may cease participating in the Catalog Access Program, which will be Your sole and exclusive remedy. You agree that Your continued participation in the Catalog Access Program means that You have accepted the modified terms of this Agreement and agree to be bound by such modified terms.
13. General Legal Terms
13.1 This Agreement, together with any policies or terms linked herein, constitutes the entire legal agreement between You and Google regarding, and governs, Your participation in the Catalog Access Program. The English language version of this Agreement will control and translations, if any, are non-binding and for reference only.
13.2 You agree that if Google does not exercise or enforce any legal right or remedy contained in this Agreement (or which Google has the benefit of under any applicable law), this will not be taken to be a formal waiver of Google's rights and that those rights or remedies will still be available to Google.
13.3 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.
13.4 Any electronic communication or notice sent or made available by Google to You will satisfy any requirement under this Agreement for Google to provide You with written (or other) notice.
13.5 You acknowledge and agree that each member of the group of companies comprising Google will be a third-party beneficiary to this Agreement and that such other companies will be entitled to directly enforce, and rely upon, any provision of this Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company will be a third-party beneficiary to this Agreement.
13.6 Except in the case of a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction), the rights granted in this Agreement may not be assigned or transferred by either You or Google without the prior approval of the other party. Any other attempt to assign is void.
13.7 All claims arising out of or relating to this Agreement or Your relationship with Google under this Agreement will be governed by the laws of the State of California, excluding California’s conflict of laws provisions. You and Google further agree to submit to the exclusive jurisdiction of the federal or state courts located within the county of Santa Clara, California to resolve any legal matter arising from or relating to this Agreement or Your relationship with Google under this Agreement, except that You agree that Google will be allowed to apply for injunctive relief in any jurisdiction.
13.8 Sections 1 (Definitions), 10 (Representations and Warranties), 11 (Disclaimer of Warranties; Limitation of Liability; Indemnification), and 13 (General Legal Terms) will survive any expiration or termination of this Agreement.