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1
Login to the developer website for GooglePlay.
https://play.google.com/apps/publish/

Then,
"Download Reports"
Then
"Financial"

Now, select the month for which you want detailed report and download the same.

Hint: By adding all the amounts in the last column, you will get the total amount to be invoiced. This will be same as that shown in the "Payment Receipt" provided by GooglePlay.

How to get Payment Reciept for a given month:
Go to "Subscriptions and services > Merchant services  > Transactions" then select "Payments" in the second drop down box.
You will see all the payments (Payment Reciepts) made by Google Play to you.



2
General Discussion / Re: FastSpring Knowledge Base
« Last post by certforumz on Today at 05:04:27 AM »
Check out the FastSpring knowledge base here:
https://docs.fastspring.com/
3
Entire agreement is given below (as on 18/8/2017)

Google Play Developer Distribution Agreement
Effective as of May 17, 2017 (view archived version)
Definitions

Authorized Carrier: A mobile network operator who is authorized to receive a distribution fee for Products that are sold to users of Devices on its network.

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.

Developer or You: Any person or company who is registered and approved by Google Play to distribute Products in accordance with the terms of this Agreement.

Developer Account: A publishing account issued to Developers that enables the distribution of Products via Google Play.

Device: Any device that can access Google Play, as defined herein.

Google: Google Inc., a Delaware corporation with principal place of business at 1600 Amphitheatre Parkway, Mountain View, CA 94043, United States; Google Ireland Limited, a company incorporated in Ireland with principal place of business at Gordon House, Barrow Street, Dublin 4, Ireland; Google Commerce Limited, a company incorporated in Ireland with principal place of business at Gordon House, Barrow Street, Dublin 4, Ireland; and Google Asia Pacific Pte. Limited, a company incorporated in Singapore with principal place of business at 70 Pasir Panjang Road, #03-71, Mapletree Business City, Singapore 117371.

Google Play: The software and services (including the Play Console) that Google has created and operates, which allow registered Developers in certain countries to distribute Products directly to users of Devices.

Payment Account: A financial account issued by a Payment Processor to a Developer that authorizes the Payment Processor to collect and remit payments on the Developer's behalf for Products sold via Google Play Developers must be approved by a Payment Processor for a Payment Account and maintain their account in good standing to charge for Products distributed via Google Play.

Payment Processor(s): As specified and designated in the Developer Program Policies, a party authorized by Google to provide services that enable Developers with Payment Accounts to charge users for Products distributed via Google Play.

Play Console: The Google Play Console and other online tools or services provided by Google to developers to manage the distribution of Products and related functions.

Products: Software, content and digital materials distributed via Google Play.
1. Introduction

1.1 Developers can distribute Products for Devices via Google Play. In order to distribute Products via Google Play, you must acquire and maintain a valid Developer Account.

1.2 If you want to charge a fee for your Products, you must also acquire and maintain a valid Payment Account from an authorized Payment Processor.
2. Accepting this Agreement

2.1 This agreement ("Agreement") forms a legally binding contract between you and Google in relation to your use of Google Play to distribute Products. You acknowledge that Google will, solely on your behalf, and not on Google’s behalf, display and make Products available for viewing, download and purchase by users. In order to use Google Play to distribute Products, you must accept this Agreement and provide complete and accurate information in the Play Console. You may not distribute Products via Google Play if you do not accept this Agreement.

2.2 You may not use Google Play to distribute Products and may not accept the Agreement unless you are verified as a Developer in good standing. This Agreement will automatically terminate if you are (a) not a Developer in good standing, or (b) a person or entity barred from using Android software under the laws of the United States or other countries including the country in which you are resident or from which you use the Android software.

2.3 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 the Agreement or use Google Play on behalf of your employer or other entity.
3. Pricing and Payments.

3.1 This Agreement covers both Products you choose to distribute for free and Products for which you charge a fee. In order to charge a fee for your Products, you must have a valid Payment Account under a separate agreement with a Payment Processor. If you have an existing Payment Account with a Payment Processor before signing up as a developer on Google Play, then the terms of that agreement will apply except in the event of a conflict with this Agreement (in which case the terms of this Agreement shall apply).

3.2 Products are displayed to users on your behalf, at prices you establish in your sole discretion. Google may include applicable taxes in the price charged to users of Google Play. You may set the price for your Products in the currencies permitted by the Payment Processor. Google may display the price of Products to users in their native currency, but it is not responsible for the accuracy of currency rates or currency conversion.

3.3 You are the merchant of record for Products you sell through Google Play. For a given transaction, you are contracting with the applicable Google entity based on where you have selected to distribute your Product (as set forth here). The price you set for Products will determine the amount of payment you will receive. A Transaction Fee, as defined below, will be charged on the sales price and apportioned to the Payment Processor and, if one exists, the Authorized Carrier. Where either Google, the Payment Processor or the Authorized Carrier are required by applicable (local) legislation to withhold any taxes ("Withholding Taxes") on payments made or received by anyone of them, Google will also deduct an amount equal to such Withholding Taxes from the sales price. For the avoidance of doubt, Withholding Taxes include, but are not limited to, withholding tax obligations on cross-border payments or imposed by telecommunications taxes. The remainder (sales price less Transaction Fee, and less the amount equal to any Withholding Taxes) will be remitted to you. The "Transaction Fee" is set forth here and may be revised by Google from time to time. You are responsible for providing any applicable tax residency certificates to Google. If Google or its service provider does not receive such documentation, Google will withhold at the domestic withholding tax rate.

3.4 Developer is responsible for determining if a Product is taxable and the applicable tax rate for the Payment Processor to collect for each taxing jurisdiction where Products are sold. Developer is responsible for remitting taxes to the appropriate taxing authority. Where Google, the Payment Processor or the Authorized Carrier is required by applicable (local) legislation to determine, apply and pay the applicable tax rate, Google, the Payment Processor or the Authorized Carrier (and not Developer) will be responsible for applying and collecting and remitting the taxes to the appropriate taxing authority. If Google collects and remits value added taxes on customer payments (where required of Google by applicable local law) and this remittance fulfills the applicable requirements for value added taxes on those customer payments, such taxes will not be passed on to Developer by Google. Where Google is required to collect and remit taxes as described in this section, Developer and Google will recognise a supply from Developer to Google for tax purposes, and developer will comply with the relevant tax obligations arising from this additional supply.

3.5 You may also choose to distribute Products for free. If the Product is free, you will not be charged a Transaction Fee. You may not start charging a user for a Product that was initially free unless the charge correlates with an alternative version of the Product. The Payment Processor must process all fees a Developer receives for any version of a Product distributed via Google Play.

3.6 You Support Your Product. Buyers are instructed to contact the developer concerning any defects or performance issues in applications accessed, downloaded or installed from Google Play. You will be solely responsible for, and Google will have no responsibility to undertake or handle support and maintenance of your Products and any complaints about your Products. You must supply and maintain valid and accurate contact information that will be displayed in each application detail page on Google Play and made available to users for customer support and legal purposes. For paid Products or in-app transactions, you must respond to customer support inquiries within three (3) business days, and within 24 hours to any support or Product concerns stated to be urgent by Google. Failure to provide adequate information or support for your Products may result in low Product ratings, less prominent product exposure, low sales, billing disputes, or removal from Google Play.

3.7 Authority to Refund. You authorize Google to give the buyer a full refund of the price of a Product or in-app transaction on your behalf if the buyer requests the refund at any time after purchase. In all other respects, the Payment Processor’s standard terms and conditions regarding refunds will apply. User refunds may be exclusive of taxes previously charged to users for Product purchases. Except in cases when multiple disputes are initiated by a user, billing disputes for Products sold for less than $10, and any handling fees charged by the Payment Processor, may be automatically charged back to the Developer except in cases when Google determines in its sole discretion that the user initiating the dispute has an abnormal dispute history. Chargeback requests for Products $10 or more will be handled in accordance with the Payment Processor's standard policy.

3.8 Reinstalls. Users are allowed unlimited reinstalls of each previously installed Product, provided however that if you remove such a Product(s) from Google Play pursuant to clauses (i), (ii), (iii) or (iv) of Section 7.1, such Product(s) shall be removed from all portions of Google Play and users shall no longer have a right or ability to reinstall the affected Products.
4. Use of Google Play by You

4.1 Except for the license rights granted by you in Section 5 below, Google agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to any of Products, including any intellectual property rights which subsist in those Products.

4.2 You agree to use Google Play only for purposes that are permitted by (a) this Agreement and (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).

4.3 You agree that if you use Google Play to distribute Products, you will protect the privacy and legal rights of users. If the users provide you with, or your Product accesses or uses, user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your Product, and you must provide legally adequate privacy notice and protection for those users. Further, your Product may only use that information for the limited purposes for which the user has given you permission to do so. If your Product stores personal or sensitive information provided by users, it must do so securely and only for as long as it is needed. But if the user has opted into a separate agreement with you that allows you or your Product to store or use personal or sensitive information directly related to your Product (not including other products or applications) then the terms of that separate agreement will govern your use of such information. If the user provides your Product with Google Account information, your Product may only use that information to access the user's Google Account when, and for the limited purposes for which, the user has given you permission to do so.

4.4 Prohibited Actions. You agree that you will not engage in any activity with Google Play, including the development or distribution of Products, that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including, but not limited to, Android users, Google or any mobile network operator. You may not use customer information obtained from Google Play to sell or distribute Products outside of Google Play.

4.5 Alternative Stores. You may not use Google Play to distribute or make available any Product which has a purpose that facilitates the distribution of software applications and games for use on Android devices outside of Google Play.

4.6 You agree that you are solely responsible for (and that Google has no responsibility to you or to any third party for) any Products you distribute through Google Play including use of any Google Play APIs and for the consequences of your actions (including any loss or damage which Google may suffer) by doing so. These consequences include, but are not limited to, product liability, consumer protection, and/or intellectual property claims relating to your products.

4.7 You agree that you are solely responsible for (and that Google 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 Google or any third party may suffer) of any such breach.

4.8 Product Ratings. Google Play will allow users to rate and review certain Products. Only users who download the applicable Product will be able to rate and review it on Google Play. Product ratings may be used to determine the placement of Products on Google Play, subject to Google's ability to change placement at Google's sole discretion. Google Play may also assign you a composite score for any Product that has not received user ratings. A Developer Composite Score will be a representation of the quality of your Product based on your history and will be determined at Google's sole discretion. For new Developers without Product history, Google may use or publish performance measurements such as uninstall and/or refund rates to identify or remove Products that are not meeting acceptable standards, as determined by Google. Google reserves the right to display Products to users in a manner that will be determined at Google's sole discretion.

Your Products may be subject to user ratings to which you may not agree. You may contact Google if you have any questions or concerns regarding such ratings.

4.9 Marketing Your Product. You will be responsible for uploading your Products to Google Play, providing required Product information and support to users, and accurately disclosing the security permissions necessary for the Product to function on user Devices. Products that are not uploaded in accordance with this clause will not be published.

4.10 Restricted Content. Any Product you distribute via Google Play must adhere to the Developer Program Policies.
5. License Grants

5.1 You grant to Google a nonexclusive, worldwide, and royalty-free license to: reproduce, perform, display, analyze, and use the Products in connection with (i) the operation and marketing of Google Play; (ii) the marketing of devices and services that support the use of the Products, (iii) making improvements to Google Play and the Android platform, and (iv) checking for compliance with this Agreement and the Developer Program Policies.

5.2 You grant to Google a non-exclusive, and royalty-free license to distribute the Products in the manner indicated in the Play Console.

5.3 Google 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 Google. After termination of this Agreement, Google will not distribute your Product, but may retain and use copies of the Product for support of Google Play and the Android platform.

5.4 You grant to the user a non-exclusive, worldwide, and perpetual license to perform, display, and use the Product on the Device. The user may include, but is not limited to, a family group, with a family manager and family members whose accounts are joined together for the purpose of creating a family group. Family groups on Google Play will be subject to reasonable limits designed to prevent abuse of family sharing features. Users in a family group may purchase a single copy of the Product (except in-app and subscription Products, which cannot be shared) and share it with other family members in their family group. If, in your Play Console, you opt in to allowing users to share previously purchased Products, your authorization of sharing of those purchases by those users is subject to this Agreement. If you choose, you may include a separate end user license agreement (EULA) in your Product that will govern the user’s rights to the Product, but, to the extent that EULA conflicts with this Agreement, this Agreement shall supersede the EULA.

5.5 You represent and warrant that you have all intellectual property rights, including all necessary patent, trademark, trade secret, copyright or other proprietary rights, in and to the Product. If You use third-party materials, You represent and warrant that you have the right to distribute the third-party material in the Product. You agree that you will not submit material to Google Play that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including patent, privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to submit the material.
6. Brand Features and Publicity

6.1 Each party shall own all right, title and interest, including without limitation all intellectual property rights, relating to its Brand Features. 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 Brand Features of the other party. Subject to the terms and conditions of this Agreement, Developer grants to Google and its affiliates a limited, non-exclusive, royalty-free license during the term of this Agreement to display Developer Brand Features, submitted by Developer to Google, for use solely online or on mobile devices and in either case solely in connection with the distribution and sale of Developer's Product through Google Play, or to otherwise fulfill its obligations under this Agreement. If Developer discontinues the distribution of specific Products via Google Play, Google will cease use of the discontinued Products' Brand Features pursuant to this Section 6.1, except as necessary to allow Google to effectuate Section 3.8. Nothing in this Agreement gives Developer a right to use any of Google's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

6.2 Publicity. In addition to the license granted in 6.1 above, for purposes of marketing the presence, distribution and sale of the Developer's Product via Google Play and its availability for use on devices and through other Google services, Google and its affiliates may include Developer Brand Features, submitted by Developer to Google: (i) within Google Play and in any Google-owned online or mobile properties; (ii) in online, mobile, television, out of home (e.g. billboard), and print advertising formats outside of Google Play when mentioned along with other Google Play Products; (iii) when making announcements of the availability of the Product; (iv) in presentations; and (v) in customer lists which appear either online or on mobile devices (which includes, without limitation, customer lists posted on Google websites). If Developer discontinues the distribution of specific Products via Google Play, Google will cease further use of the discontinued Products' Brand Features for such marketing purposes. Google grants to Developer a limited, non-exclusive, worldwide, royalty-free license to use the Android Brand Features for the term of this Agreement solely for marketing purposes and only in accordance with the Android Brand Guidelines).
7. Product Takedowns.

7.1 Your Takedowns. You may remove your Products from future distribution via Google Play at any time, but you must comply with this Agreement and the Payment Processor's Payment Account terms of service for any Products distributed through Google Play, including but not limited to refund requirements. Removing your Products from future distribution via Google Play does not (a) affect the license rights of users who have previously purchased or downloaded your Products, (b) remove your Products from Devices or from any part of Google Play where previously purchased or downloaded applications are stored on behalf of users, or (c) change your obligation to deliver or support Products or services that have been previously purchased or downloaded by users. Notwithstanding the foregoing, in no event will Google maintain on any portion of Google Play (including, without limitation, the part of Google Play where previously purchased or downloaded applications are stored on behalf of users) any Product that you have removed from Google Play and provided written notice to Google 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 Product does not comply with applicable law.

If you remove a Product from Google Play pursuant to clauses (i), (ii), (iii) or (iv) of this Section 7.1, and an end user purchased such Product within a year before the date of takedown, at Google's request, you must refund to the affected end user all amounts paid by such end user for such affected Product, less the portion of the Transaction Fee specifically allocated to the credit card/payment processing for the associated transaction.

7.2 Google Takedowns. While Google does not undertake an obligation to monitor the Products or their content, if Google is notified by you or otherwise becomes aware and determines in its sole discretion that a Product or any portion thereof or your Brand Features; (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 Google's hosting policies or other terms of service as may be updated by Google from time to time in its sole discretion; (d) is being distributed by you improperly; (e) may create liability for Google or Authorized Carriers; (f) is deemed by Google to have a virus or is deemed to be malware, spyware or have an adverse impact on Google's or an Authorized Carrier's network; (g) violates the terms of this Agreement or the Developer Program Policies for Developers; or (h) the display of the Product is impacting the integrity of Google servers (i.e., users are unable to access such content or otherwise experience difficulty), Google may remove the Product from Google Play or reclassify the Product at its sole discretion. Google reserves the right to suspend and/or bar any Developer from Google Play at its sole discretion. If your Product contains elements that could cause serious harm to user devices or data, Google may at its discretion disable the Product or remove it from devices on which it has been installed. Google may suspend or terminate distribution of your Products if you materially breach the terms of any non-disclosure agreement or other agreement relating to Google Play or the Android platform.

Google enters into distribution agreements with device manufacturers and Authorized Carriers to place the Google Play software client application(s) on Devices. These distribution agreements may require the involuntary removal of Products in violation of the Device manufacturer's or Authorized Carrier's terms of service.

In the event that your Product is involuntarily removed because it is defective, malicious, infringes intellectual property rights of another person, defames, violates a third party's right of publicity or privacy, or does not comply with applicable law, and an end user purchased such Product within a year before the date of takedown,: (i) you must refund to Google, all amounts received, plus any associated fees (i.e. chargebacks and payment transaction fees), and (ii) Google may, at its sole discretion, withhold from your future sales the amount in subsection (i) above.
8. Your Developer Credentials

8.1 You agree that you are responsible for maintaining the confidentiality of any developer credentials that Google may issue to you or which you may choose yourself and that you will be solely responsible for all Products that are developed under your developer credentials. Google may limit the number of Developer Accounts issued to you or to the company or organization you work for.
9. Privacy and Information

9.1 In order to continually innovate and improve Google Play, Google may collect certain usage statistics from Google Play and Devices, including but not limited to, information on how Google Play and Devices are being used.

9.2 The data collected is examined in the aggregate to improve Google Play for users and Developers and is maintained in accordance with Google's Privacy Policy. To ensure the improvement of Products, limited aggregate data may be available to you upon written request.
10. Terminating this Agreement

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

10.2 If you want to terminate this Agreement, you must provide Google with thirty (30) days prior written notice (unless this Agreement terminates under Section 14.1) and cease your use of any relevant developer credentials.

10.3 Google may at any time, terminate this Agreement with you if:

(A) you have breached any provision of this Agreement; or

(B) Google is required to do so by law; or

(C) you cease being an authorized Developer; or

(D) Google decides to no longer provide Google Play.
11. DISCLAIMER OF WARRANTIES

11.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF GOOGLE PLAY IS AT YOUR SOLE RISK AND THAT GOOGLE PLAY IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.

11.2 YOUR USE OF THE GOOGLE PLAY AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF GOOGLE PLAY 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.

11.3 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.
12. LIMITATION OF LIABILITY

12.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT GOOGLE, ITS 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 GOOGLE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
13. Indemnification

13.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Google, its affiliates and their respective directors, officers, employees and agents, and Authorized Carriers 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 (a) your use of Google Play in violation of this Agreement, and (b) your Product 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.

13.2 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless the applicable Payment Processors (which may include Google and/or third parties) and the Payment Processors' 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 Products distributed via Google Play.
14. Changes to the Agreement

14.1 Google may make changes to this Agreement at any time by sending the Developer notice by email describing the modifications made. Google will also post a notification on this page and/or on the Play Console describing the modifications made. You should look at the Agreement, and check for notice of any changes, regularly. Changes will not be retroactive. They will become effective, and will be deemed accepted by Developer, (a) immediately for those who become Developers after the notification is posted, or (b) for pre-existing Developers, 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). If you do not agree with the modifications to the Agreement, you must terminate your use of Google Play, which will be your sole and exclusive remedy. You agree that your continued use of Google Play constitutes your agreement to the modified terms of this Agreement.
15. General Legal Terms

15.1 This Agreement constitutes the whole legal agreement between you and Google and governs your use of Google Play and completely replaces any prior agreements between you and Google in relation to Google Play.

15.2 You agree that if Google does not exercise or enforce any legal right or remedy which is 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.

15.3 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.

15.4 You acknowledge and agree that each member of the group of companies of which Google is the parent shall be third party beneficiaries to this Agreement and that such other companies shall 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 shall be third party beneficiaries to this Agreement.

15.5 EXPORT RESTRICTIONS. PRODUCTS DISTRIBUTED VIA GOOGLE PLAY MAY BE SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO YOUR DISTRIBUTION OR USE OF PRODUCTS. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, USERS AND END USE.

15.6 The rights granted in this Agreement may not be assigned or transferred by either you or Google without the prior written approval of the other party. Neither you nor Google shall be permitted to delegate their responsibilities or obligations under this Agreement without the prior written approval of the other party. Any other attempt to assign is void. If you experience a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) you will give written notice to Google within 30 days after the change of control; and (b) Google may immediately terminate this Agreement any time between the change of control and 30 days after it receives that written notice.

15.7 All claims arising out of or relating to this Agreement or your relationship with Google under this Agreement, shall 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 shall be allowed to apply for injunctive relief in any jurisdiction.

15.8 The obligations in Sections 5, 6.1 (solely as necessary to permit Google to effectuate Section 3.8), 7, 11, 12, 13, and 15 will survive any expiration or termination of this Agreement.
4
General Discussion / FastSpring Merchant Agreement
« Last post by certforumz on Today at 04:55:06 AM »
FastSpring is one of the most widely known reseller of digital products. You may find the merchant agreement here (as on 18/8/2017):

Thank you for choosing to become a FastSpring Client and utilize the FastSpring Service.

PLEASE READ THIS USER AGREEMENT (THE "AGREEMENT") CAREFULLY PRIOR TO USING THIS WEB SITE OR THE FASTSPRING SERVICE OR FASTSPRING SPRINGBOARD SOFTWARE.

BY CLICKING ON THE "I have read and agree to the terms of the User Agreement" CHECKBOX ON THE WEBSITE AND THEREAFTER UTILIZING THE SITE OR THE FASTSPRING SERVICE OR FASTSPRING SPRINGBOARD SOFTWARE, YOU HEREBY AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT WHICH INCORPORATES BY REFERENCE THE PRIVACY POLICY POSTED ON THE SITE, AS BOTH ARE AMENDED FROM TIME TO TIME. IF THIS AGREEMENT IS NOT ACCEPTABLE AND YOU ARE UNWILLING TO BE BOUND BY IT, PLEASE DO NOT CLICK ON THE "I have read and agree to the terms of the User Agreement" CHECKBOX OR OTHERWISE USE THE SITE, THE FASTSPRING SERVICE OR FASTSPRING SPRINGBOARD SOFTWARE OR ENTER ANY INFORMATION ABOUT YOURSELF OR MAKE ANY TRANSACTIONS THROUGH THIS SITE.

This Agreement is effective June 10, 2009, for current users, and upon acceptance for new users. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written.

This Agreement is between you ("you" and "your" means an individual or single entity), the Client, and Bright Market, LLC d/b/a FastSpring ("FastSpring"), 11 West Victoria St., Suite #207A, Santa Barbara, CA 93101. The parties agree to the clauses described below, as follows: (A)
DEFINITIONS.

    The term "Client" refers to you, the individual or business that is listed as the Subscriber within the Account section of FastSpring's SpringBoard Software and/or as the Company Name entered and submitted on the FastSpring Sign Up page located at http://fastspring.com/signup.php.
    The term "Product" or "Products" shall mean the Products that are offered for sale using FastSpring's SpringBoard Software or the FastSpring Service, and which are registered with FastSpring as the Products of Client.
    The term "FastSpring's SpringBoard Software" or "Software" shall mean FastSpring's software code for enabling the purchase of Products through the FastSpring Service.
    The term "FastSpring Service" shall mean the purchasing facility provided through the FastSpring server or FastSpring SpringBoard Software, including the administration, banking and support elements of the facility. "FastSpring Service" includes any other product or service provided by FastSpring or its subcontractors or strategic partners.
    The term "Purchaser" or "Customer" shall mean all owners, users and their respective employees and agents that acquire use or possession of the Products through the FastSpring Service or FastSpring Springboard Software.
    The term "License Right" is the right on the part of the Purchaser to install and use an Electronic Product or Products.
    The term "Electronic Products" shall refer to Products that are delivered electronically by means of Internet download or email attachment.
    The term "Physical Products" shall refer to tangible Products that are delivered via postal and package delivery services such as USPS, UPS, FedEx or similar services to Purchaser via the FastSpring Service or through a FastSpring partner.
    The term EULA shall mean "end-user license agreement," made and solely limited to the contractual agreement between the Client and the Purchaser with regards to the sale of Electronic Products.

(B) GRANT OF LICENSE.

Client grants FastSpring a non-exclusive, non-transferable (except as otherwise provided) right and license to sell licenses and deliver the Product(s) to Customers via the FastSpring Service in order to provide the FastSpring Service in accordance with this Agreement. Client retains title and ownership of the intellectual property rights in the Product(s) after transfer of Products to Customers.
(C) LIMITATION OF LIABILITY.

1. THE FASTSPRING SERVICES AND THE FASTSPRING SPRINGBOARD SOFTWARE ARE ALL PROVIDED BY FASTSPRING ON AN "AS IS" AND "AS AVAILABLE" BASIS. FASTSPRING MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE FASTSPRING SERVICES OR SOFTWARE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE FASTSPRING SITES. FASTSPRING MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING THE QUALITY OF FASTSPRING'S SERVICES OR SOFTWARE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THERE IS NO WARRANTY BY FASTSPRING OR BY ANY OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE FASTSPRING SERVICES OR SOFTWARE WILL MEET CLIENT'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. You expressly agree that your use of the FastSpring software, FastSpring Services and website(s) are at your sole risk. FastSpring reserves the right to withdraw or delete any information from this site at any time in its discretion. Except for any obligations FastSpring has to pay the Client the funds in the Client's account that are owed to the Client, the Client agrees that its sole and exclusive remedy for any breach of this Agreement by FastSpring is for the Client to terminate this Agreement.

2. The Client indemnifies and holds FastSpring harmless against any claim or damage from any party whatsoever arising from such party's use of the Products as offered by the FastSpring Services or Software, including but not limited to violations of CAN SPAM or of anti-spyware legislation. In no event shall FastSpring or its licensors be liable to Client (or any parties affiliated with Client) or Purchasers for any direct or indirect damages whatsoever. In addition, FastSpring shall not be responsible for the sharing or other misuse of log-in information by Client, Customers or third-parties.

3. UNDER NO CIRCUMSTANCES SHALL FASTSPRING'S TOTAL LIABILITY UNDER THIS AGREEMENT OR ARISING OUT OF OUR RELATIONSHIP WITH THE CLIENT UNDER THIS AGREEMENT, REGARDLESS OF HOW THE LIABILITY ARISES, EXCEED THE NET AMOUNT REALIZED BY FASTSPRING UNDER THIS AGREEMENT. FASTSPRING SHALL ALSO NOT HAVE ANY LIABILITY TO CLIENT, PURCHASER OR TO ANY OTHER ENTITY FOR ANY DAMAGES RELATING TO ANY DIRECT OR INDIRECT DAMAGES OF ANY DESCRIPTION, WHETHER ARISING OUT OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. CLIENT ACKNOWLEDGES THAT THIS ALLOCATION OF RISKS IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THIS AGREEMENT. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OF EXCLUSION MAY NOT APPLY TO YOU.
(D) PURCHASE AND RESELLING RIGHTS.

1. As Purchasers are directed to FastSpring's order pages, FastSpring's online payment system will allow Purchasers to purchase Client's Products or a License Right to Client's Electronic Products. The Client hereby grants to FastSpring the non-exclusive, non-transferable (except as otherwise provided) right to market, distribute and sell copies of the Client's Product(s) to Purchasers using the FastSpring service. Legal ownership of the licenses for the Product(s) shall be transferred from Client to FastSpring and from FastSpring to Purchaser only upon Purchaser's execution of the Purchase Agreement setting forth FastSpring's terms and conditions of sale, and acceptance of the Client's license agreement packaged with the Product(s). FastSpring shall not retain ownership of the licenses. FastSpring shall have neither right nor obligation to provide warranty, maintenance or support services, with the exception of download services where relevant, for the Products to Purchasers. All requests for such warranty, maintenance or support services shall be forwarded in a timely manner to the Client.

2. Upon entering into this Agreement and accessing the FastSpring Service, the Client will be able to indicate which, if any, of FastSpring's additional services Client would like to utilize (e.g. CD Backup Offer, Digital Backup Offer, etc.). FastSpring may offer new services to the FastSpring Service and such additional services shall be covered by this Agreement upon Client's utilization of such additional services. FastSpring may have all or any portion of the FastSpring Service performed by its subcontractors or strategic partners. Pricing and other terms applicable to these additional services will be presented to the Client through the FastSpring Service. In some instances, Client may work directly with one of FastSpring's strategic partners or service providers and be charged directly by that third party, based on a separate agreement between Client and the third party, even though there is a technical integration between the FastSpring Service. Utilization of these additional services constitutes the Client's acceptance of the pricing and terms presented to the Client through the FastSpring Service. If FastSpring wishes to change the FastSpring Service in a way that materially reduces the functionality of the existing FastSpring Service, or if FastSpring wishes to change this Agreement, it may only do so after providing Client with thirty (30) days prior notice of such change by email to Client. If Client does not agree to those changes Client may exercise its right to terminate this Agreement for convenience on ten (10) days notice. If Client does not so terminate this Agreement, Client shall be deemed to agree to such changes and be bound by same. All changes will be effective for any transactions that take place after the date of the change.

3. Regarding Client's Electronic Products, all end user license agreements (EULAs) the Client forms are agreements solely between the Client and the Purchaser. The Client permits FastSpring to copy, store and distribute to others, as appropriate for the particular set of services the Client utilizes, Client's software license keys and copies of the Client's Products (authenticated or un authenticated) in electronic form for download distribution.
(E) WARRANTY OF LICENSE AND DISTRIBUTION.

1. The Client represents and warrants that it possesses the right to make, have made, copy, modify, license, sell, offer to sell, market, export, import and distribute the Products worldwide; that such distribution and sale is lawful, and will not infringe the intellectual property rights or other rights, of any third party, and additionally that no fraudulent or unlawful use of FastSpring's SpringBoard Software and services will be caused or permitted by the Client.

2. Client represents and warrants that any descriptions provided for its Products which will be displayed via FastSpring to Purchasers are wholly accurate and do NOT violate any applicable laws or regulations regarding advertising claims or other applicable consumer protection or other laws.

3. Client represents and warrants that it has the right to enter into this Agreement and that the person who signs this Agreement, if the Agreement is handled in physical format, or who checked the box for contract acceptance and pressed the submit button, if the Agreement is handled electronically, is legally competent to be contractually bound to this Agreement. If that individual is not so authorized, he or she agrees that he or she is personally responsible for any activity on the Client's account performed under this Agreement.

4. Client represents and warrants that its Products and their descriptions are not libelous, do not contain obscene or pornographic material, do not slander others, are not illegal to use, and do not contain devices which are intended to be used to perform illegal activities, nor are they designed for mass mailing or posting (e.g. "spamming" tools). Client further warrants that FastSpring's distribution of Client's Products (whether by download, physical delivery or otherwise) and the performance of its other obligations on Client's behalf or in connection with the Products, will not violate any laws concerning export over national borders such as encryption regulations, or any other laws, including international sanctions against certain countries. Client agrees that FastSpring may, in its sole discretion, decline to carry (or to continue to carry) any of Client Products at any time for any reason whatsoever.

5. Client represents and warrants that anywhere it promotes the sale of the License Rights where it provides Purchasers with a hyperlink (URL) or other means to reach a FastSpring web site, Client will not display any inaccurate or misleading information concerning its identity, location or contact information or any other information.

6. FastSpring represents and warrants that it has the right to provide the FastSpring Service and to license FastSpring's SpringBoard Software.

7. Client warrants that it will at no time use any of the FastSpring hyperlinks in conjunction with any illegal marketing campaigns.

8. Client warrants that it will not use any of the Hyperlinks pointing to any FastSpring domains on any unsolicited commercial (e.g. spam) email campaigns.

9. FastSpring will indemnify and defend the Client in the event of any claim being made against the Client in regards to any infringement of Intellectual Property rights of any third party in and to the FastSpring Service or FastSpring's SpringBoard Software.

10. FastSpring warrants that it shall use commercially reasonable efforts to maintain the security of its on-line distribution service and shall cease distribution of the Products at any time it has reason to believe that such security has been compromised and until such compromise is resolved through adjusted or additional security measures.
(F) INTELLECTUAL PROPERTY RIGHTS.

1. The intellectual property rights in the Products shall remain the sole property of the Client or its licensors. This Agreement does not grant to FastSpring any interest, right or title in and to the intellectual property rights in the Products of the Client or its licensors.

2. All intellectual property rights in the FastSpring SpringBoard Software and FastSpring Service are and shall remain the property of FastSpring, and the Client shall not remove any markings, trade names or logos from any FastSpring Service or the FastSpring Software.

3. FastSpring agrees to adhere to standard industry practices in regards to protecting the proprietary rights of the Client and its licensors and to support the Client's efforts to protect such rights. FastSpring agrees to inform the Client of any violation of such proprietary rights that come to its attention.

4. FastSpring shall not alter any proprietary signs or symbols such as trademarks, copyrights or trade names used by the Client for the Products, and will refrain from any practices that impact their validity or enforceability.

5. FastSpring trademarks, service marks and business names are owned or licensed solely and exclusively by FastSpring. Client agrees, upon request, to stop or adjust any uses of FastSpring trademarks.
(G) SOFTWARE CHANGES.

FastSpring reserves the right to change, add to, improve and issue new versions of the FastSpring's SpringBoard Software.
(H) PAYMENTS AND COMMISSIONS.

1. In connection with any activities on the part of Client or Products of said Client that are deemed to be fraudulent or criminal, FastSpring is not obligated to pay Client revenues associated with these activities or Products. Should FastSpring have due cause to believe that the FastSpring SpringBoard Software or services are being used in a fraudulent manner, FastSpring reserves the right to withhold payments to the Client pending additional investigation by FastSpring.

2. The Client may at its discretion appoint an independent auditor not reasonably objectionable to FastSpring for the authentication of the monthly sales revenue and FastSpring's fees due to FastSpring by the Client. The Client shall provide 14 days notice in writing of its request for such an audit. In the event of error-free results in the manner of calculation of the payments made to the Client, the Client shall pay for the costs of this audit. In the event of any substantial errors found in the manner of calculation of the payments made to the Client by the auditor's report, as Client's sole and exclusive remedy, FastSpring shall pay for the costs of such report in addition to the payment of all fees owing.

3. FastSpring will process on a twice monthly basis total sales made up to the last calendar day of each of the two periods within each calendar month (Period 1: 1st through 14th of each calendar month; Period 2: 15th through end of calendar month), and this total less Value Added Tax (VAT) (if applicable), Sales Tax (or any other applicable tax), and FastSpring's standard commissions as detailed in Exhibit A and Exhibit B hereto, will be distributed to the Client on or around the fifteenth calendar day after the end of each of the two periods. If an order's payment requires currency conversion, FastSpring will determine an exchange rate at the time the order is processed. Payment will be made on the account once sales have reached a minimum of $25.00 for the period in question provided that the Client does not require payment through international wire. In the event Client does require payment through international wire, payment will be made on the account once sales have reached a minimum of $100.00 for the period in question. In the event sales have not reached the minimum payment threshold, the amount generated will be withheld and paid during a later payment cycle when the total amount owed meets or exceeds the minimum. FastSpring shall be entitled to recover from the Client or to set off against future amounts owing, at FastSpring's discretion, payments that are charged back or disputed by the purchaser of a Product, and FastSpring shall not be liable if Purchasers continue use of the Product. FastSpring shall provide reasonable information and assistance requested by the Client to pursue the unauthorized use of the Product.

4. For any returns (refunds or chargebacks), the Client will be debited its portion of the sale plus a fee of 3.5%, which covers FastSpring's credit card transaction costs. Merchant account providers typically charge an additional $15 to $35 fee associated with chargebacks, but FastSpring will generally not pass this charge along to Client, with the exception of certain cases.  For cases where Client and/or certain Products have an unusually high chargeback rate (typically, a rate of one to two percent or more), FastSpring reserves the right to discontinue selling some or all Client's Products unless Client agrees to pay the associated chargeback fees and FastSpring is still willing (in its sole discretion) to continue to sell any Products for Client. For cases where it is determined by FastSpring that Client may be encouraging or taking part in any deceptive or fraudulent practices, Client will be charged $20.00 per chargeback and FastSpring will withhold any owed funds to cover FastSpring's future potential liabilities. The foregoing is in addition to any other rights or remedies that may be available to FastSpring under this Agreement, or at law or equity.

5. For each sale of a Product, FastSpring shall pay to the Client an amount equal to the Client's purchase amount less the FastSpring commission as described in Exhibits A and B of this Agreement.

6. Payments between both parties will be made in US dollars.

7. FastSpring reserves the right to retain some or all of the funds that are in the Client's account if FastSpring determines likelihood of the necessity to cover future refunds, charges against the account, or other liabilities the Client may owe to FastSpring. FastSpring may also retain some or all of the funds if FastSpring believes that the funds represent fraudulent transactions or involve other kinds of illegal activities. FastSpring will only retain those amounts which are reasonable under the circumstances. FastSpring shall communicate to Client amounts retained and reason for retention of funds. FastSpring will keep any retained amounts only for a reasonable time as determined in FastSpring's sole discretion, and will promptly pay over to the Client any remaining retained amounts after such reasonable time elapses. Notwithstanding any revenues retained by FastSpring for such circumstances, the Client agrees to pay FastSpring, upon demand, funds owed to FastSpring due to refunds, chargebacks, commissions or fees for services rendered. If FastSpring actually keeps (or sets off) against the Client's account with FastSpring any of the funds FastSpring has retained, FastSpring shall do so in accordance with FastSpring's reasonable determination of Client's liability.

8. If Client has no sales activity for a period of six (6) consecutive months, FastSpring reserves the right to charge Client an account dormancy fee equal to twenty dollars ($20.00) per month in each subsequent month during which Client has no sales activity; or, at FastSpring's option, to terminate this Agreement immediately upon notice to Client. Account dormancy fees will only be assessed on accounts with a positive balance.
(I) DURATION AND TERMINATION.

1. This Agreement shall be ongoing subject to termination for convenience by either party giving the other party written notice of ten (10) days of initiating party's intention to end this Agreement. Any funds received by the FastSpring Service to the account of Client after termination shall continue to be paid out by FastSpring, as specified by these terms and conditions, but FastSpring shall not be required to process any further transactions for the Client. FastSpring may retain a reasonable reserve from the funds collected for up to 3 months to cover future chargebacks and refunds. This reserve will be paid out to the Client when deemed appropriate by FastSpring.

2. Notwithstanding anything in this Agreement to the contrary, should FastSpring, in its sole discretion, determine that the FastSpring SpringBoard Software, Products or FastSpring Services have been fraudulently used by either the Client or any party affiliated with the Client, or that the Client's Products and/or Content are not deemed acceptable, FastSpring shall have the right to terminate this Agreement immediately on notice to the Client.

3. If in the sole discretion of the Client it is considered that the Products have been fraudulently used, that the security of the Products has been jeopardized, or that FastSpring is in material breach of its payment obligations to the Client, the Client shall have the right to terminate this Agreement immediately on notice to FastSpring.

4. Upon termination, FastSpring shall remit all fees owing to the Client according to the terms of this Agreement, including but not limited to the stipulations regarding reserves in term I1, and FastSpring shall immediately cease distribution of the Products, except when required to support existing Customers.

5. If in the sole discretion of FastSpring it is considered that the Products are subject to an excessive fraud or chargeback rate, as calculated over a period of time showing such trends, FastSpring shall have the right to terminate this Agreement immediately on notice to the Client.

6. Upon termination of this Agreement, FastSpring shall promptly return to the Client all copies of the Electronic Products, the End-User Agreements, and any marketing or other materials relating to the Products and both parties shall return each other's confidential information. Each party agrees (i) to hold the confidential information of the other in the strictest confidence (ii) not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer such confidential information to any third party, except as otherwise permitted under this Agreement (iii) not to make use of such confidential information other than for the permitted purposes under of this Agreement, and (iv) to disclose such confidential information only to their respective representatives, subcontractors and strategic partners requiring such material for effective performance of this Agreement and who have undertaken an obligation of confidentiality and limitation of use consistent with this Agreement. Confidential information includes any information which a party should reasonably understand to be confidential, whether or not designated as confidential, including Client's pricing with FastSpring. The nondisclosure and confidentiality obligations set forth herein shall survive termination of this Agreement for any reason and shall remain in effect with respect to trade secrets for as long as the information qualifies as a trade secret under applicable law, and with respect to confidential information which does not qualify as a trade secret, for a period of three (3) years after termination hereof. Confidential information shall not include any information which: (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving party; (ii) was known to the receiving party, without restriction on its disclosure or use, at the time of disclosure; (iii) is disclosed by the receiving party with the prior written approval of the disclosing party; (iv) was independently developed by the receiving party without any use of the disclosing party's confidential information; (v) becomes known to the receiving party, without restriction, from a source other than the disclosing party; or (vi) is (a) compelled pursuant to a legal proceeding or (b) is otherwise required by law; provided however that the party being compelled to disclose confidential information shall, if requested, provide the other party with all reasonable assistance to resist such disclosure, at the expense of the party that owns the confidential information sought to be disclosed and shall not disclose the confidential information until the other party has exhausted all rights of appeal under the laws of the jurisdiction in which disclosure is compelled.

7. Acceptable Use. Client is responsible for its own and its authorized customers' continual compliance with FastSpring's Privacy Policy and this Agreement and other guidelines released by FastSpring from time to time. Client shall not, and will not permit others to, engage in activities prohibited by FastSpring including, without limitation: (i) intentionally accessing data not intended for use by Client or its authorized customers, (ii) attempting to breach security or authentication measures without proper authorization or interfere with the Software or FastSpring Service, (iii) taking any action in order to obtain software or services to which Client or its authorized customers are not entitled, or (iv) sharing passwords or log-in information, or otherwise using passwords or log-in information in a way that is not authorized by FastSpring.

8. Upon termination of this Agreement, the Client will immediately remove any reference to FastSpring or its site, including hyperlinks, in any online media. Additionally, Client will remove references to FastSpring in any printed media, such as marketing collateral and print advertising.
(J) CLIENT'S SALE PRICE.

The Client's sale price shall be set by the Client and entered in FastSpring's SpringBoard Software per the Product registration details. FastSpring will collect and remit to the proper authorities any required sales tax, value added-tax (VAT), or similar tax or government fees that are based on the sale of Client's Products (collectively "Sales Taxes"). Any collected Sales Taxes will not be placed into Client's account but shall instead be paid by FastSpring to the appropriate government authority.
(K) NOTICE, ERRORS AND INFRINGEMENTS.

1. The Client shall notify FastSpring immediately if it becomes aware of any errors in the FastSpring SpringBoard Software or FastSpring Service, and of any infringement of any of FastSpring's intellectual property rights.

2. Any notice to be given between FastSpring and Client shall be deemed sufficiently given if forwarded by e-mail, registered post, or hand or courier delivery, to the last known corresponding address of the receiving party.
(L) AGENCY.

FastSpring serves solely in the capacity of an independent contractor and at no time serves or can be defined as an agent or employee of Client. Nothing in this Agreement constitutes or shall be deemed to constitute a partnership or joint venture between the parties, or to constitute either party as an agent of the other. The Client shall have no authority or power to bind FastSpring, to contract in the name of FastSpring, or to create a liability against FastSpring in any way or for any purpose.
(M) CHOICE OF LAW, DISPUTE RESOLUTION AND ATTORNEYS FEES.

This Agreement shall be exclusively construed, interpreted, governed and enforced in accordance with the laws of the State of California, USA without regard to rules governing conflicts of laws. The parties further agree that this Agreement shall be deemed to have been negotiated, entered into, executed and performed for all purposes within the State of California. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement. Any action related to or arising out of this Agreement shall be venued solely in a State or Federal court of competent jurisdiction located in the State of California, Santa Barbara County and the parties irrevocably commit to the jurisdiction and venue of said courts and waive any right to object thereto.

In the event of a dispute between the parties, the parties agree that an executive from each company will meet and negotiate in good faith in an effort to resolve the dispute. If such dispute is not resolved after such meeting then the parties shall arbitrate their dispute as provided herein. Except for claims seeking injunctive relief for which court relief may be sought, or claims involving intellectual property rights, the parties will arbitrate any dispute resulting from or arising as a result of this Agreement. Any such arbitration shall be in accordance with the commercial rules of the American Arbitration Association ("AAA") and shall be administered by AAA in Santa Barbara, California. The proceedings shall be secret and the award shall be final and binding on the parties. Each party consents to the award being made an order of any court of competent jurisdiction. The substantially prevailing party shall be entitled to recover its attorney fees and costs, whether or not suit is filed, both trial and appellate, from the non-prevailing party.
(N) FORCE MAJEURE.

Neither party will be liable for any delay in or failure of performance if such delay or failure arises from any event beyond its reasonable control including any natural and unavoidable catastrophes, accident, insurrection, labor dispute or lock-out, terrorism, hackers, or extraordinary act of government. If such an event prevents or delays one party from performing any of its obligations under this Agreement, it must notify the other party as soon as reasonably practical, and must take measures to recover from such position as soon as reasonably possible.
(O) LAW.

This Agreement shall be governed by the laws of the State of California, U.S.A. Both FastSpring and Client specifically disaffirm application of the United Nations Convention on the International Sale of Goods.
(P) SEVERABILITY.

Should any part of this Agreement be declared to be void or invalid by the final decision of any court of competent jurisdiction, the remainder of this Agreement shall continue to be in force between the parties, as if the portion which has been declared invalid or void was excluded from the Agreement at commencement thereof.
(Q) ASSIGNMENT

Neither party may assign or transfer rights and conditions of this Agreement or any of its rights under this Agreement to any third party, without the other party's written consent, which shall not be unreasonably withheld or delayed. Any attempt to assign in violation of this provision shall be null and void. However, the provisions of this Agreement shall be binding upon the parties and their permitted successors. Notwithstanding the foregoing, either party may assign this Agreement without the consent of the other, to a successor entity that acquires all or substantially all of the party's assets or business, or a controlling interest in the party's stock.
(R) NON-EXCLUSIVITY

Neither the Client nor FastSpring is obligated to deal in a contractually exclusive manner with the other. The Client is permitted to use other means or companies to distribute its Products, and FastSpring reserves all rights to distribute Products and/or License Rights provided by others that may be similar to or competitive with the Client's Products.
(S) MODIFICATION RIGHTS

1. FastSpring reserves the right to amend/modify this Agreement or any portion of this Agreement, including FastSpring commission rates, fees, and the addition or subtraction of services to/from the SpringBoard Software. In the event of an amendment or modification, the Client will be notified through email, registered post, or hand or courier delivery, to the last known corresponding address of the receiving party as provided above in Section D(2).

2. If the Client is opposed to the amendment/modification, the Client will have the option of terminating the Agreement as set forth in Section I. If the Client does not terminate the Agreement for convenience as permitted under this Agreement prior to the date the amendments/modifications take effect, the Client will be deemed to have accepted the amended/modified version as the new Agreement between FastSpring and Client, and the prior version will be deemed terminated.

3. The waiver of any provision of this Agreement shall not be effective unless made in writing. Any waiver by either party of any provision of this Agreement shall not operate as or be construed to be a continuing waiver of the provision.
(T) INDEMNIFICATION.

Client agrees to indemnify, defend and hold FastSpring, its subsidiaries and strategic partners, and each of their and our officers, directors, agents, owners, employees, independent contractors and suppliers, harmless from any claim, demand, action, cost and expense, including reasonable attorneys' fees, due to or arising out of the following events: (i) Client or Purchaser giving FastSpring any information which is inaccurate; (ii) Client’s alleged negligence or willful misconduct; (iii) Client’s or its Purchasers’ alleged violation of any law, regulation or right of any third party; (iv) Client’s alleged breach of any representation, warranty or obligation under this Agreement (v) any dispute or action between Client and any third party, including Purchasers, not caused by FastSpring’s breach of this Agreement, gross negligence or willful misconduct.
(U) GENERAL

1. If not contained in this Agreement, no representation, term, condition, guarantee, or warranty, nor any amendment of, addition to, or consensual cancellation of, this Agreement, nor any indulgence of one party by the other, or waiver of either party's rights provided in terms of this Agreement, shall be binding on the parties unless reduced to writing and signed by or on behalf of both parties.

2. FastSpring's Customer support is limited to assistance with the use of the FastSpring Service, web sites, shopping carts, order pages, and the delivery of license keys or files, when applicable.

3. FastSpring, at its sole discretion, is allowed to refund a Customer's purchase. The Client has no recourse if the Customer is credibly threatening a chargeback or Client fails to respond to communications from Customer after FastSpring twice attempts to contact Client about responding to such Customer.

4. Adult entertainment content (pornography, gambling, etc.) is not permitted on FastSpring, and FastSpring reserves the right to immediately shut off any Client account in violation of this provision.

5. FastSpring posts its Privacy Policy at http://www.fastspring.com/privacy.php. The Client agrees to the terms of that Privacy Policy as it is now issued and as it may be amended in the future by FastSpring. The Privacy Policy is incorporated into this Agreement by reference.

6. The Client will not misuse any third-party services accessible to Client via FastSpring. Usage of thirty-party services by Client constitutes Client's acceptance of the terms and conditions associated with any such third-party services.

7. The Client may not use commercial e-mail where the e-mail violates any applicable laws or regulations regarding the use of commercial e-mail or otherwise. Any advertising or other marketing materials that mention FastSpring, its site, or hyperlinks to any FastSpring site must comply with all advertising or other laws within the territories to which the Client delivers those materials. The Client accepts responsibility for compliance with this policy even if the Client utilizes the services of a third party. If FastSpring is charged any fines, penalties or incurs any costs, including attorney fees, due to the Client's non-compliance with this provision, the Client agrees to reimburse FastSpring any of those amounts.

8. The Purchaser, as an integral part of using FastSpring's services, transmits his/her personally identifiable information to FastSpring. To the extent permitted under applicable laws and not otherwise prohibited by a Purchaser's request to FastSpring, all Purchaser information resulting from a transaction will be shared by FastSpring with the Client and with any relevant FastSpring or Client service providers and partners, as needed to conduct FastSpring's business operations. The Client agrees it will only use Purchaser information in compliance with FastSpring's publicly displayed privacy policy, the Client's publicly displayed privacy policy, and all applicable laws and regulations, including CAN Spam Act of 2003 15 U.S.C. 701-7713 (2003).

9. This Agreement sets forth the entire understanding between the Client and FastSpring concerning the subject matter hereof, and any prior understandings, or understandings that are not expressly contained in this Agreement, shall have no effect as of the date this Agreement is effective.
Exhibit A - File Backup Offer Commission

Retail pricing for File Backup Offers will be determined by Client.

FastSpring commission charged on all sales of CD Backup Offer (includes the cost of worldwide shipping):

$7.90 USD

FastSpring commission charged on all sales of Digital Backup Offer (Extended Download Service) (one year of service):

$1.50 USD
Exhibit B - Transaction Commission

FastSpring commission charged on all purchase transactions: 8.9%

Minimum commission charge: $0.75 USD per purchase transaction

Additional fees:

3.5% fee charged for returns (refunds and chargebacks)

$15.00 USD fee charged for payments made by FastSpring to Clients when the payments are sent via bank wire.

Bandwidth Charges: $0.00 USD / GB (calculated by partial GB)
5
GooglePlay developer agreement may be found below:
https://play.google.com/about/developer-distribution-agreement.html
Note that the agreement may change from time to time and check with the official site for changes.

Googleplay address for invoice:
1600 Amphitheatre Pkwy
Mountain View, CA 94043
United States

Tax Identification number: 20-2597227

This is in respect of developers from India. Check out for other countries.
6
General Discussion / Chinese Brands
« Last post by certforumz on August 17, 2017, 07:50:38 AM »
Huawei
ZTE
7
GST Related (India) / Re: GST Exempted Goods and Services
« Last post by certforumz on August 14, 2017, 07:33:44 AM »
Information Technology (IT) industry has grown multi folds in last 2 decades in India. It is one of the most revenue generating sector for government, job creating sector for individuals.

The taxability of Software/Solutions/Clouds has always been a litigative area because ofdifficulty in its classification as goods or service due to its inherent nature of intangibility, transfer of use, license, etc. Because of this, Software distinguishes it from other forms of traditional goods and services. This article intends to give broad understanding of its taxability under the current tax laws vis-à-vis proposed GST.

Under the present tax laws, Software can be liable to taxed under Service Tax, VAT, Excise Duty, Customs Duty, etc depending on the nature of transaction whether it is sale of ‘goods’ or ‘service’ or ‘both’. The reason for its classification is VAT on sales of goods goes to State Government & Service tax on Service goes to Central Government and both governments being totally exclusive in terms of taxability and revenue sharing. There are many cases in which both VAT and Service tax & Excise Duty are applied due to no clarity from government that leads to cascading effect of taxes i.e. a tax on tax (Double Taxation). The present average tax rate is around 25-35%

However once this GST comes into place the need for its bifurcation may not be requiredsince every transaction shall be dealt both by State (Only SGST) and Central Government(Only CGST) that too not cascading. (Please see examples for better understanding). Proposed GST rate shall be around 18%-25%.

What is Software?

Section 2 (ffc) of the Copyright Act, 1957 defines the expression “Computer programme” as a set of instructions expressed in words, codes, schemes or in any other form, including a machine readable medium, capable of causing a computer to perform a particular task or to achieve a particular result. Thus, Software is a set of one or more computer programmes which performs the function of the program, either by directly providing instructions to the computer hardware or by serving as input to another piece of software.

Further, software is a intellectual property(which can be classified as a Service or Goods) as per the Copyright Act, 1957

The sale of Software is usually coupled with and conditional to the acceptance of a software licence agreement which gives the buyer the ‘right to use’ the software subject to the certain terms and conditions stated in the agreement. Thus, it may be noted that on purchasing the software, the buyer becomes the “licensee” and “not the owner of the Software” itself. A buyer can use, abstract, consume, deliver, store, possess, transfer and transmit such property only in consonance with the license agreement. However, he cannot resell or exploit it commercially for his own gain or profit.

Division of Software in 2 categories for the purpose of taxability:

Customized Software: Customized software is specifically created for a particular customerto meet his specific needs in terms of coding, layout, reporting, etc. Customized software has to be developed from the grass root level, wherein a totally new software product is developed. It was held in various judgments that customization of pre- existing software is “Modified Packaged Software” and not customized software.
Packaged Software: These are commonly known as canned software, branded software, shrink- wrap software, ready- made application software, These have features which are commonly used by most of the customers and can’t be modified. These are sold off-the-shelf to customers at retail outlets via physical media or can also be downloaded electronically. The common examples of packaged software ire Tally, Norton Antivirus, Microsoft office, etc.
Understanding the present tax laws in context of Software Taxability:

Service Tax:

“Service tax shall be levied on the Services as defined in section 65B(44) at 14%.

Section 65B(44) of the Finance Act, 1994 defines the term Service to mean any activity carried out by a person for another for consideration and includes a ‘declared service’.

Further, clause (d) of section 66E (declared services),

Information Technology Services includes:

Design – plan, scheme

Programming – process of writing a computer programmes.

Customization – modifying to meet a specific requirement

Adaptation – change to suit, adopt

Upgradation – raising standard, improving quality/version/features

Enhancement – in value, content, quality

Implementation – execution

The term ‘information technology software’ has been defined in section 65B(28) as

“Any representation of;

Instructions, data, sound or image, including source code and object code;

Recorded in a machine readable form;

Capable of being manipulated;

Providing interactivity to a user;

By means of a computer or an automatic data processing machine or any other device or equipment”

Further, as per clause (f) of Section 66E, a transfer of title in goods is a ‘declared service’ except transfers which are deemed to be sale within the meaning of clause 29A of article 366 of the Constitution.

Import and export of services is governed by the Place of provision of Service Rules, 2012.

Excise Duty:

Information technology software (Packaged as well as customized) is excisable goods under the heading 8523 80 20 and tariff rate of duty is 12.5%. However, all software are exempted under Sl. no. 27 of Notification no. 6/2006- CE dated 1.3.2006 except packaged software which is excisable on MRP valuation basis subject to the abatement of 15% of MRP.  i.e. excise duty (and corresponding CVD) is payable on value which will be 85% of MRP printed on the software. However, if no requirement of MRP on software, then on ED is levied on cost.

Customs Duty:

IT Software is classified under the tariff heading 8523 80 20 of the First Schedule to Customs Tariff Act. Rate of tariff is 12%. As per the entry, Import of software [packaged or customized] is not subject to custom duty except which is stored on tangible media. However, the excise duty is payable on branded (packaged or canned) software. Hence, CVD (Counter veiling duty levied in place of excise duty) and SAD (levied in place of VAT) will be payable on packaged software if the same would have been excisable and vatable, had it been developed and sold in India.

Sales Tax/VAT:

Sales tax/VAT is applicable on the following:

Transfer, otherwise than in pursuance of a contract, of packaged software in any goods for cash, deferred payment or other valuable consideration.
Transfer of the right to use any goods for any purpose (whether or not for a specified period) for cash, deferred payment or other valuable consideration as per Article 366(29A) of the constitution of India.( Refer sub clause [d] of clause 29A of the Constitution).
Supply of goods by any unincorporated association or body of persons to a member thereof for cash, deferred payment or other valuable consideration.
Transfer of goods can be by way of hiring, leasing, licensing, or any such manner.

Further, in 2005, the Supreme Court in the case of Tata Consultancy Services v. State of A.P held that the transfer of branded software constitutes a sale and is liable to sales tax, levied by State Governments under Entry 54, Schedule VII of the Constitution.

What is Transfer of Right to use goods?

The issue of taxability of transfer of right to use goods was reviewed in many cases and to quote one was by the Supreme Court in Bharat Sanchar Nigam Ltd Vs UOI (2006 (3) TMI 1 – Supreme Court of India) in the context of telecommunication services. The relevant points of all these judgments in this regard are, a transaction must have the following attributes during the time of transfer, (However, yet litigative)

Transfer of Effective Control.
There must be goods available for delivery.
There must be a consensus ad idem as to the identity of the goods.
The transferee should have a legal right to use the goods-consequently all legal consequences of such use including any permission or licenses required therefore should be available to the transferee.
For the period during which the transferee has such legal right, it has to be the exclusion to the transferor this is the necessary concomitant of the plain language of the statute – viz. a “transfer of the right to use” and not merely a license to use the goods.
The owner cannot again transfer the same rights to others.”
Exclusive right to use license, permits, lies with the lessee.
Transfer of intangibles on exclusive basis (‘no Transfer’ when only right was given to use data stored in software & no other commercial right and thus, ‘a service’).
Summary of ‘taxability on transfer’

Given the involvement of goods and services in the model, the taxability is dependent on whether the transaction results in “transfer of right to use” the underlying goods, i.e. transfer of possession and effective control of the underlying goods to the customer since it results to applicability of VAT.  Further, to add to this, this issue has been given a twist by the Courtsrecently, wherein the test of possession is being diluted and the Courts have accepted transactions involving ‘implied possession’ as sufficient for VAT to be applicable.

The allocation of such assets for use by customers is being viewed to result in an ‘implied possession’ of them.

The levy of service tax on such transactions shall be applicable only when the transaction doesnot involve “transfer of right to use” the underlying goods and therefore this aspect shall require primary focus.  Cross border service shall also require addressing the applicability of reverse charge service tax for Indian cloud users under the regulations for place of provision of services.

So for the conclusion, where there is ‘transfer of right to use’ VAT shall be levied otherwise Service Tax shall be levied.

Whether a transaction is a sale of goods or/and service need to be examined from case to case.

In the case of Infotech Software Dealer Association V. UOI, constitutional validity of Service tax on software was upheld. It was held by the high court that whether a particular transaction is sale or service depends on the individual nature of transaction.

Present and proposed TAX Rates on Software

VAT (in Most of the states, as right differs across states) Customized Software    12.5%
VAT (in Most of the states, as right differs across states) Packaged Software   5%
Service Tax   14%
Excise Duty/CVD   12.5%
Customs Duty   12%
SAD(Levied in place of VAT in case of imports and ‘refunded once sold in India & VAT is paid’)   4%
Therefore, Present Combined Average tax rate is   25%-35%
Proposed Combined GST   18%-25%
The following points can help to determine whether it is Sale or Service (Indicative not Conclusive)

Law Itself: Nothing can be a replacement to carefully reading of law itself. Try understanding the law which may require the help of professionals since it is a technical task.
SC and Jurisdictional High Court Judgments: For Ex. In case of TCS, SC held the intension is relevant. We see no difference, whether a computer software is sold by way of media, or otherwise. The purpose of sale was to gain access to software which involved transfer of right to use goods and hence VAT shall be levied.
Legal Contract (EULA): If rights including right to Re-sell(commercial exploitation) , tamper or modification allowed, then VAT, else Service tax.
Mutual Exclusive theory of taxability: A well established principle of law that a transactioncan’t be taxed both as goods and service as uphold by SC in Infotech Software Dealer Association V. UOI.
Intension: For Ex. ‘no Transfer of right to use goods’ when intension was only to use data stored in software which was given as a right and thus, a service.
Situs of Development: For Ex, Imports do not attract Excise duty since developed outside India.
Department Circulars/Notifications.
A transaction cannot be leviable to both Service tax and VAT, however practically both are levied in many cases

Supreme Court in case of Imagic Creative (P) Ltd. Vs CCT & Ors, 2008 held that both cannot be levied, however, given the ambiguity and huge expenditure & time on litigation both are charged by the service providers.

What is Cloud Computing?

The Cloud is: i) on demand ii) available anywhere, at anytime (subject to the availability of an internet connection)and iii) scalable (i.e. the user can scale the amount of Cloud Computing services or goods required as their business grows and requires more resources for more users).

Cloud Computing Models

There are three major models of delivering ‘clouding computing’ services to businesses and they are as follows:

1. Infrastructure as a Service (IaaS) Model – Under this model, IT infrastructure in the form of data centers, virtual servers, network infrastructure, equipment, etc are sourced as a service from third party service providers. The customer does not manage or control the underlying cloud infrastructure, but has control over the operating system, storage, and deployed applications, and may be given limited control of select networking components.

2. Platform as a Service (PaaS) Model – Provides a computing platform and programming tools as a service for software developers. The client does not control or manage the underlying cloud infrastructure, including the network, servers, operating systems, or storage, but has control over the deployed applications.

3. Software as a Service (SaaS) Model – Ser­vice provider hosts several software applications for consumers to use as and when required thereby eliminating the need to install and run the software application on the consumer’s own infrastructure. It can be provided either to business customers (B2B) or to individual customers (B2C).

Transaction   VAT/ CST   Serv Tax   Customs   Excise Duty
e-downloads of software from o/s India   NA   Yes   NA   NA
e-downloads of customized software from o/s India   NA   Yes   NA   NA
Distribution of software in electronic form(packaged Software, sold off the shelf)   Yes   No(TCS SC case)   NA   If replicating and , yes
Distribution of software in electronic form(Other than packaged Software)   Yes   Yes   NA   If replicating, yes
Customization of platform software(Bespoke development, ERP customization, etc)   Yes   Yes   NA   NA
Software loaded into hardware and offered as solution   Yes   Yes   Yes   If replicating, yes
Payment of “royalties” on software distributions   No   Yes   No   No
Cloud Computing(servers outside India)   No   Yes   No   No
Cloud Computing(servers in India)   Yes   Yes   No   No
Maintenance of Software (Work Contract)   Yes(If, Work Contract)   Yes   No   No
Sale of Licenses(Software Renewal)/ End user license agreements/AMC   Yes   Yes   No   If replicating, yes
Cloud Computing(servers in India)   Yes   Yes   No   No
 Internationally, software/cloud models are treated as a ‘service’.

What is GST?

“Goods and Service Tax (GST) is a comprehensive tax levy on manufacture, sale and consumption of goods and service at a national level under which no distinction is made between goods and services for levying of tax. It will mostly substitute all indirect taxes levied on goods and services by the Central and State governments in India. There would be concurrent power to state and central government to levy tax on sale of goods and services.

There shall be three forms in which GST shall be levied:

CGST, Central GST (Intra state sale of goods and services)
SGST, State GST (Intra state sale of goods and services)
IGST, (Interstate transaction and Import)
Since GST shall be destination based tax and only ultimate consumer has to bear the taxes, there would be allowability of credit against future liability of tax payment for business houses.

Credit of CGST shall be allowed against CGST, SGST against SGST and credit of IGST/CGST/SGST against IGST. In case credit can’t be utilized fully, it shall be refunded.

To gain complete understanding on GST, please refer my previous article on GST: http://taxguru.in/goods-and-service-tax/goods-service-tax-detailed-explanation-examples.html

What would be the taxability of software/cloud computing under GST?

Once the GST comes into place, there would not be any requirement to classify the software/support ‘a service or goods’. This will help to eliminate all the major classification and litigation issues.

Examples explaining comparison between current tax regime and proposed GST:

Example: (Comprehensive Comparison)
Comparison between Multiple Indirect tax laws and proposed GST
Particulars   Without GST   With GST
(Rs.)
1. Access of Servers of a Website for Accounting, social networking, etc (Data maintained in Servers, Applications outside India)      
Cost of Provider   5,000.00   5,000.00
Add: Profit Margin   2,000.00   2,000.00
Price Before Taxes   7,000.00   7,000.00
Add: Excise Duty @ 12%   –   –
Total Value(a)   7,000.00   7,000.00
Add: Service Tax @ 14%   –   –
Add: IGST @ 20%   –   –
Invoice Value   7,000.00   7,000.00
Note: ST/IGST under reverse charge payable by service receiver ( Refer note 2 & 6)   980.00   1,400.00
        
2. Access of Servers of a Website for Accounting, social networking, etc (Data maintained in Servers, Applications in India)      
Cost of Provider   5,000.00   5,000.00
Add: Profit Margin   2,000.00   2,000.00
Price Before Taxes   7,000.00   7,000.00
Add: Excise Duty @ 12%   –   –
Total Value(a)   7,000.00   7,000.00
Add: Service Tax @ 14%   980   –
Add: VAT @ 12.5%   997.5   –
Add: CGST @ 10%   –   700
Add: SGST @ 10%   –   700
Invoice Value   8,977.50   8,400.00
        
3. Direct Download of software from Website-Developed in India(Packaged Software)      
Cost of Provider   5,000.00   5,000.00
Add: Profit Margin   2,000.00   2,000.00
Price Before Taxes   7,000.00   7,000.00
Add: Excise Duty @ 12%(Refer note 4)   840   –
Total Value(a)   7,840.00   7,000.00
Add: Service Tax @ 14%   1097.6   –
Add: VAT @ 12.5%   1117.2   
Add: CGST @ 10%   –   840
Add: SGST @ 10%   –   840
Invoice Value   10,054.80   8,680.00
        
4. Direct Download of software from Website-Developed outside India(Packaged Software)      
Cost of Provider   5,000.00   5,000.00
Add: Profit Margin   2,000.00   2,000.00
Price Before Taxes   7,000.00   7,000.00
Add: Excise Duty @ 12%   –   –
Total Value(a)   7,000.00   7,000.00
Add: Service Tax @ 14%   –   –
Add: IGST @ 20%   –   –
Invoice Value   7,000.00   7,000.00
Note: ST/IGST under reverse charge payable by service receiver   980.00   1,400.00
        
5. Import of software through CD or any other physical object-(Packaged Software, Refer note 3)      
Cost of Provider   5,000.00   5,000.00
Add: Profit Margin   2,000.00   2,000.00
Price Before Taxes   7,000.00   7,000.00
Add: CVD in place of Excise duty @ 12%   840.00   –
Add: SAD@ 4%   313.60   
Total Value(a)   8,153.60   7,000.00
Add: Service Tax @ 14%   –   –
Add: IGST @ 20%   –   1400
Invoice Value   8,153.60   8,400.00
        
6. Development of software and sale on media (Packaged, Refer note 5)      
Cost of Provider   5,000.00   5,000.00
Add: Profit Margin   2,000.00   2,000.00
Price Before Taxes   7,000.00   7,000.00
Add: Excise duty @ 12%   840.00   –
Total Value(a)   7,840.00   7,000.00
Add: Service Tax @ 14%   –   –
Add: VAT @ 12.5%   980   –
Add: CGST @ 10%   –   700
Add: SGST @ 10%   –   700
Invoice Value   8,820.00   8,400.00
        
7. Developing Customized Software-(Developer has right or claim on software for selling to others, confirmed by Karnataka HC in Sasken Comm. Tech.)      
Cost of Provider   5,000.00   5,000.00
Add: Profit Margin   2,000.00   2,000.00
Price Before Taxes   7,000.00   7,000.00
Add: Excise Duty @ 12%   –   –
Total Value(a)   7,000.00   7,000.00
Add: Service Tax @ 14%   980   –
Add: VAT @ 12.5%   997.5   
Add: CGST @ 10%   –   700
Add: SGST @ 10%   –   700
Invoice Value   8,977.50   8,400.00
        
8. Direct Download of software from Website- Developed outside/ inside India, packing in CD & selling (Packaged Software)      
Cost of Provider   5,000.00   5,000.00
Add: Profit Margin   2,000.00   2,000.00
Price Before Taxes   7,000.00   7,000.00
Add: CVD/Excise duty @ 12%   840.00   –
Total Value(a)   7,840.00   7,000.00
Add: Service Tax @ 14%   1097.6   –
Add: VAT @ 12.5%   1117.2   –
Add: CGST @ 10%/IGST   –   700
Add: SGST @ 10%/IGST   –   700
Invoice Value   10,054.80   8,400.00
        
9. Maintenance of Software (Assumed to be work contract, else can be a service also, Refer note 7, 8)      
Cost of Provider   5,000.00   5,000.00
Add: Profit Margin   2,000.00   2,000.00
Price Before Taxes   7,000.00   7,000.00
Add: CVD/Excise duty @ 12%   –   –
Total Value(a)   7,000.00   7,000.00
Add: Service Tax @ 14% on 70%( assumed)   686   –
Add: VAT @ 12.5% on 40% (assumed)   384.3   –
Add: CGST @ 10%/IGST   –   700
Add: SGST @ 10%/IGST   –   700
Invoice Value   8,070.30   8,400.00
        
10. Export of Services (Assumed it fulfills conditions of Export of Services rules, etc) (Note No. 9)      
Cost of Provider   5,000.00   5,000.00
Add: Profit Margin   2,000.00   2,000.00
Price   7,000.00   7,000.00
Total Value(a)   7,000.00   7,000.00
Add: Service Tax @ 14%   –   –
Add: VAT @ 12.5%   –   –
Add: CGST @ 10%/IGST   –   –
Add: SGST @ 10%/IGST   –   –
Invoice Value   7,000.00   7,000.00
        
Notes:
1. Tax Rates are taken purely for calculation and analysis purposes which may be different practically.
2. Service tax shall be levied under reverse charge being import of service.
3.. Traders of Packaged Softwares via physical medium shall be liable to VAT(leviable at 5%) and not service tax.(Supreme court in TCS case)
4. Excise duty/CVD shall be levied if the download is replicating and it is the business of assessee.
5. Transforming blank CD into software loaded disc is ‘Manufacture’ (Supreme court in Oracle Software India Ltd, 2010 case)
6. There shall be levied IGST on import equal to combined rate of CGST & SGST.
7. Work contract is simply a transaction which involves transfer of goods while rendering service. For Ex: Beauty parlour services, Disaster Management Service, Annual Maintenance Contracts (AMC), etc.
8. Service tax liabilty has nothing to do with VAT taxable value % and vice versa i.e. combined taxable value can be more than 100%.
9. Refund shall be granted for any tax paid for input goods and services cost.
 Some other natures of transaction and its taxability:

Testing of software– It is purely service in nature and liable for Service Tax.
Implementation of software/ online service /calibration of software- Service Tax.
Contract for professional/technical services under purchaser instructions: It is definitely ‘not a transfer of goods’. Liable to Service tax.
Updates and Upgrades (including patches): Liable to VAT and Service Tax.
Sale of Licenses for renewal/End User License Agreements (EULA): Transactions where license/EULA to use the packaged software is only for a particular period say one year in which a say a password, etc is provided is liable to VAT.
Exemptions for Newly setup and small entities under GST:

Threshold limit for exemption (common for both goods and services) shall be in between 10-20 lacs.(No need to pay tax)
Gross turnover of goods upto Rs.1.5 crores may be assigned exclusively to states.
Gross turnover of services upto Rs.1.5 crores may be assigned exclusively to centre.
Gross turnover of above 1.5 crores shall be assigned to both central and state government i.e.SGST to state government and CGST to central government.
Summary/Conclusion:

The taxability of Software has always been a litigative issue. The Intent of the transaction, laws, judgments, must be understood thoroughly to suitably determine its classification as a Goods or Service. Lack of clarity in tax laws from government till date has stopped many software companies to enter into Indian market. The government headed by Mr. Narendra Modi is taking concrete steps to impress the IT sector (since it is the ‘Future of Indian Business’) with its pro active moves to bring in GST which shall end much litigation surrounding software taxability. The recent move to introduce Digital India to provide digital governance, infrastructure and digitally empowered society also expresses government interest in Information Technology Services. Once the GST comes into picture, there would be no or reduced requirements for classification of software as a Goods or Service.

The information provided is not a substitute for legal and other professional advice where the facts and circumstances warrant. No part of this article shall be reproduced, copied in any material form (including e-medium) without written permission of CA. Shivashish.

(Author CA Shivashish Karnani is a Practicing Chartered Accountant having office at F-50, Near Gurudwara, Madhu Vihar, I.P. Extension, Patparganj, Delhi-92 and has worked as a Tax Consultant with Ernst & Young and can be reached at +91-9818472772 or via mail onca.shivashish@gmail.com)

Source: http://taxguru.in/goods-and-service-tax/taxability-software-present-indirect-tax-laws-proposed-gst-examples-india.html
8
GST Related (India) / RBI Import Export Codes
« Last post by certforumz on August 14, 2017, 07:22:38 AM »
Digital downloads with EULA may be treated as a service as there is no physical movement of goods, and the software is not sold. Only the license is given to the user to use the software. Further, it can't be modified by the user.

https://rbi.org.in/upload/notification/pdfs/52220.pdf
9
GST Related (India) / Re: GST Exempted Goods and Services
« Last post by certforumz on August 14, 2017, 07:18:26 AM »
Check this out for detailed tax calculations:
https://www.gstindia.com/taxability-of-software-under-present-indirect-tax-laws-proposed-gst-with-examples-in-india/

10. Export of Services (Assumed it fulfills conditions of Export of Services rules, etc) (Note No. 9)       
Cost of Provider    5,000.00    5,000.00
Add: Profit Margin    2,000.00    2,000.00
Price    7,000.00    7,000.00
Total Value(a)    7,000.00    7,000.00
Add: Service Tax @ 14%    –    –
Add: VAT @ 12.5%    –    –
Add: CGST @ 10%/IGST    –    –
Add: SGST @ 10%/IGST    –    –
Invoice Value    7,000.00    7,000.00


3. Direct Download of software from Website-Developed in India(Packaged Software)      
Cost of Provider   5,000.00   5,000.00
Add: Profit Margin   2,000.00   2,000.00
Price Before Taxes   7,000.00   7,000.00
Add: Excise Duty @ 12%(Refer note 4)   840   –
Total Value(a)   7,840.00   7,000.00
Add: Service Tax @ 14%   1097.6   –
Add: VAT @ 12.5%   1117.2   
Add: CGST @ 10%   –   840
Add: SGST @ 10%   –   840
Invoice Value   10,054.80   8,680.00
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