Xiaomi Theme Publishing Agreement
1.1 Xiaomi Theme Publishing Agreement (hereinafter referred to as "Agreement") applies to all publishers (hereinafter referred to as "you") release mobile phone theme works on the Xiaomi Theme Platform. The Agreement is entered into between Beijing Xiaomi Mobile Software Limited and related companies (hereinafter referred to as "Xiaomi" or "we") and publishers, and has legally binding on both parties, as well as superseding all previous oral or written agreements. You shall not raise any form of defense on the grounds of not reading the Agreement. This Agreement shall become effective on the date of its execution. You will be subject to the terms of the Agreement for registering to the platform and uploading, downloading as well as reprinting works on the Xiaomi Theme Platform, if you do not agree with any of the content of the Agreement, you will not be allowed to issue any works on the platform.
1.2 Once you accept the terms and conditions of the Agreement, it means that you have made the following commitments and warrants:
- if you are a natural person, you shall warrant and ensure that you are an adult and have full civil capacity;
- if you are a legal person or other legal entities (unincorporated organizations) , you shall guarantee that you are legally established and validly existing under the laws of your residence;
- if you are an employee or agent of a legal person or other legal entities (unincorporated organizations) , you shall have got true, complete and valid authorization from the legal entity to engage on the Xiaomi Theme Platform and/or issue works;
- you undertake to pay sustained attention to the update of this Agreement. After the new version is published, if you continue to use the Xiaomi Theme Platform and its services, it will be deemed that you agreed to the updated terms; if you do not agree to any terms of the new version of this Agreement, you have the right to stop using the Xiaomi Theme Platform and its services but should inform Xiaomi of this fact (view the contact information published on the Xiaomi Theme Platform website)
2.1 Publishers: Corporates, unincorporated organizations or natural persons who release mobile phone theme works on Xiaomi Theme Platform after they send valid applications and get approvals by Xiaomi.
2.2 Xiaomi Theme Platform: The mobile phone theme-based publishing platform (including but not limited to website and mobile app) that is developed, maintained, operated, and owned by Xiaomi.
2.3 Works: Any information or materials that you have legal rights of and are issued or updated on the Xiaomi Theme Platform after you have successfully registered an account, including but not limited to, programs, data, files, software, music, sounds, pictures, images, figures, audio and video files.
2.4 Users: Any user that uses works that published or updated on Xiaomi Theme Platform, including: (1) users who directly download works from Xiaomi Theme Platform and (2) users who download works published on Xiaomi Theme Platform from other channels.
3 Cost Accounting and Income Distribution
3.1 Works on Xiaomi Theme Platform are divided into two types: priced works and free works. For priced works, fees paid by users shall be distributed to the parties according to term 3.1.1; for free works, ad revenue generated on the Xiaomi Theme Platform shall be distributed to the parties according to term 3.1.2.
3.1.1 Income distribution of priced works
220.127.116.11 Pricing: As for the works you issued on the Xiaomi Theme Platform, you have the right to decide the price of the work within the price scope allowed by Xiaomi.
18.104.22.168 Income distribution: You can select a payment method between "70% of Net Income" and "Whole Net Income" when you upload your works.
70% of net income: You get 70% of the net income in every settlement term. The net income equals to the total sum paid by users for every work after deducting channel fee (including but not limited to the payment channel fee). Besides, you shall bear all the remittance costs as well as related taxes. Xiaomi has the right to withhold and pay such fees for you. If you and Xiaomi reached an agreement separately, that agreement shall prevail.
Whole net income: Within six months since the uploading date of the work, you own the 100% of revenue after deducting the channel fee (including but not limited to the payment channel fee) from actual fees paid by users for the work. Besides, you shall bear all the remittance costs as well as related taxes. Xiaomi has the right to withhold and pay such fees for you; After six months since the uploading date of the work, the work will still be published free of charge on Xiaomi’s platform, and you have no right to change the price or apply to remove the work. If you and Xiaomi reached an agreement separately, that agreement shall prevail.
3.1.2 Income distribution of free works
22.214.171.124 In every settlement term you can earn a revenue share based on the ad revenue earned from the page of the free work uploaded by you.
126.96.36.199 Proportion: Your actual revenue share is determined by the popularity of your work, the number of orders, and the rate of user retention. You and Xiaomi will share the revenue (net ad revenue) calculated based on the total amount of ad revenue generated by the free work uploaded by you after deducting the channel fee (including but not limited to the payment channel fee). Among that, you get 70% of the net ad revenue, while Xiaomi get 30% of it. Besides, you shall bear all the remittance costs as well as related taxes. Xiaomi has the right to withhold and pay such fees for you.
188.8.131.52 The ad revenue data and conversion formula are based on the data provided by Xiaomi. If you and Xiaomi reached an agreement separately, that agreement shall prevail.
3.2 Platform service fee: Now we provide publishing platform and services for free under the Agreement, but it does not rule out the possibility that you may pay for us for the above services in the future and other new services. The amount and proportion of the costs will be otherwise provided in an updated version of this Agreement.
3.3 Clearing foundation: The clearing amount is based on the actual amount received by Xiaomi from the payment channel, and the income distribution will be based on the clearing amount and subjected to the terms of 3.1.1 and 3.1.2. Both parties expressly acknowledge and agree that, in respect of a particular business, if the payment hasn’t been received from the payment channel, it deems that such business does not occur.
3.4 Payment channel fee: Any service fee charged by the third-party payment platform for providing clearing, wire transfer, demand draft, mail transfer and other financial services under the Agreement.
3.5 Clearing term: Under the Agreement, each natural month is a clearing term, we settle accounts of the income and expenses of last month before the 20th day of each month, and will issue the bill list on the system or send an email to your registered email address.
3.6 Conditions and methods of withdrawing cash
3.6.1 Conditions and methods of withdrawing cash by natural person: You shall not withdraw cash if your actual settlement amount in that month is less than 200 CNY; but the mount in that month can be accumulated to the next month, until the cumulative amount of the actual settlement is more than 200 CNY in order to enter the withdrawal procedure.
3.6.2 Conditions and methods for withdrawing cash by legal person: You shall not withdraw cash if your actual settlement amount in that month is less than 2000 CNY; but the mount in that month can be accumulated to the next month, until the cumulative amount of the actual settlement is more than 2000 CNY in order to enter the withdrawal procedure.
3.7 Payment term and tax procedures
3.7.1 If you are a legal person, you shall deliver to Xiaomi the invoice equal to your income according to Xiaomi’s specified requirements within 7 days after the date of publication of the bill, and we will pay the income into your designated account within 20 working days after receipt of the invoice. In accordance with the specified requirements of Xiaomi, value-added tax invoice should be issued equal to the profit gains for the specified period of time. In the case of the requirements not being met, Xiaomi is entitled to deduct the corresponding amount before the settlement. If we do not receive your invoice within 7 days after the bill has been issued, then your current cash to be withdrawn will be accumulated to the next month.
3.7.2 If you are a natural person or other unincorporated organization, Xiaomi will withhold and remit related taxes (such as value-added tax and personal income tax), and will pay the current income into your designated account within 30 working days after publishing the bill. In accordance with the relevant state laws and regulations and administrative regulations of the related authorities, your share of income should be withheld by Xiaomi in the form of royalties. You should truthfully submit valid personal information (including but not limited to ID card number, the copy of the front and back of ID card, etc.), otherwise, you should bear all the losses thereby if you can’t get your revenue due to tax withholding issue. If the income of a natural person has reached a certain amount that shall pay sales tax or other taxes according to relevant laws or regulations, you shall deliver to us the corresponding invoice.
3.8 If you disagree with the settlement amount, you can contact with our customer service within 7 working days after the settlement, otherwise, you will be deemed to have agreed with us.
3.9 Xiaomi has the right to modify and change the way of income distribution, distribution proportion, settlement method and payment term from time to time according to actual needs. Before the above modifications, changes or charges, Xiaomi will make a notice or announcement on the corresponding pages of Xiaomi Theme Platform. After the announcement of the new version of the Agreement, your continual using of Xiaomi Theme Platform and our services can be deemed as your consent to our new Agreement. If you do not agree with the content of our new or updated version of Agreement, you have the right to stop using Xiaomi Theme Platform and our service, however, before you stop using Xiaomi Theme Platform and our service, you are subject to the terms and contents of the Agreement.
4 Intellectual Property Rights and Ownership
4.1 The intellectual property rights and ownership of the works that you released on the Xiaomi Theme Platform belong to you or other person who has legitimate rights. When your works are from any third-party, you shall obtain the authorization from related rights holders before you issue any work. We do not review and examine the legal status of any publishing work, acquiesce in that you have complete and effective legal right to issue the work on our platform. However, if your works exist any infringement situations, we will remove and delete your work right after we revived the notice from the owner and right holders of the work. Moreover, you shall bear the liabilities for any loss or damage of us because of your infringement.
4.2 Xiaomi has the legal ownership of all the texts, images, audio, video, trademarks, and other information and materials on the Xiaomi Theme Platform, or has got the authorization or approvals from the original right holders of the above information and materials. Without prior written consent form Xiaomi and related ownership, any person shall not use the above information and materials in any media to directly or indirectly issue, play, or modify, adapt, assembly or re-issue for issuing and playing.
4.3 All the intellectual property rights and ownership of any application program (including but not limited to any images, photographs, animations, videos, recordings, music, texts and additional programs as well as supplementary materials) used on Xiaomi Theme Platform for providing platform services belong to Xiaomi or related copyright owners. Without prior written consent and authorization form the Xiaomi or related copyright owners, you shall not use.
4.4 All the intellectual property rights and ownership of any work issued by you on the Xiaomi Theme Platform belong to you, and you agree to authorize to Xiaomi non-exclusive, global, irrevocable right to reproduce, public perform and transmit your work for free for an indefinite period. Meanwhile, you agree to authorize to Xiaomi and its cooperate partners the right to use your work (including but not limited to complete theme work, the title of the theme work, related picture, music, text, etc.) or brand / trademark for purposes of marketing, but it does not mean you have the right to use Xiaomi’s brand / trademark.
4.5 You agree and authorize to any user on the Xiaomi Theme Platform the non-exclusive and global right to use your work within a fixed term. As for the content of authorization, if you and users entered into any other agreements, such agreements have legally binding on your both parties, and you and users shall resolve any problem and dispute regarding your agreements by yourselves, and there is nothing to do with Xiaomi.
4.6 You warrant that the work uploaded on Xiaomi Theme Platform and all the materials in it (including but not limited to complete theme work, the title of the theme work, related picture, music, text, etc.) have not been and will not be published on other platforms in the future, including the publication of works modified or similar to this work. You shall bear the liabilities for any losses of us because of your infringement.
4.7 For any infringement or damages of the copyright of the authorized work, you authorize Xiaomi to ask help of judicial and administrative departments to take all reasonable rights protection measures against the infringer, including but not limited to investigation and evidence collection, evidence preservation, mediation, settlement, administrative appeals, civil litigation, and claims for compensation.
5 Your Rights and Obligations
5.1 You have the right to issue your works on the Xiaomi Theme Platform, and to use various functions and services provided by us, including data statistics, compatibility testing, etc.
5.2 You shall guarantee and ensure that all the information you provided to Xiaomi (including but not limited to name, address, email, etc.) is true, legal, accurate and complete. If there is any change to the above information, you shall change the information and give notice to us within 3 working days after the information has been changed. You acknowledge that we have the right to suspend or terminate services under the Agreement once we find that your information is untrue, inaccurate, illegal, or incomplete.
5.3 You acknowledge and agree that you shall not issue any work on the Xiaomi Theme Platform until your works are examined and approved by Xiaomi or any party authorized by Xiaomi. Xiaomi has the full capacity to decide whether the works should be issued or terminated, and has the right to reject publishing your works, delete them, remove or filter comments for them and so on without informing you.
5.4 You shall guarantee and warrant your issued works do not violate any laws and regulations, do not contain any information that is pornographic, harmful to social stability or illegal, and do not exist any hidden content that could steal or destroy user data and system. You shall bear all the liabilities and costs for violating the above warrants, and we have the right to make a claim for our loss.
5.5 You shall guarantee and warrant that there is no obvious defects in your issued works on the Xiaomi Theme Platform, and you will timely update and maintain your issued works to ensure stable operation. Any dispute between you and users regarding the works shall be resolved by yourselves. You shall bear the liabilities for any loss of us arising from such dispute.
5.6 You shall guarantee and warrant you will not infringe users’ privacy and data security, and without users’ prior explicit consent, you shall not obtain any information of them by any means and methods, or use the information for any illegal purposes. You agree that you bear absolute obligations and responsibilities to maintain secrecy and take care of users’ personal information, without the prior written consent of users, you will never use and reveal, inform or deliver by any mean to any third party beyond the purposes of the terms.
5.7 You shall not interfere with the normal operation of any part or function of Xiaomi Theme Platform or Xiaomi’s website, or be in competition with us. You shall bear the liabilities for any loss of us.
6 Xiaomi’s Rights and Obligations
6.1 We are responsible for the construction and maintenance of Xiaomi Theme Platform, and providing necessary market publicity and promotion for the works issued on the platform.
6.2 We have the right to reproduce, spread, and popularize your works issued on the Xiaomi Theme Platform, and to authorize users to download and use; we are entitled to rearrange or delete your works if necessary.
6.3 We are not responsible for any damages and costs caused by the following circumstances, including but not limited to property, revenue, data loss or other intangible losses:
a) Our platform can't work properly due to force majeure, such as typhoons, earthquakes, tsunamis, floods, power outages, wars, terrorist attacks, and etc.
b) Interruption and delay to the platform caused by hacker attacks, technical adjustment or failure by the telecommunications sector, system maintenance, etc. or
c) The platform is interrupted, terminated or delayed because of the change of government orders, laws or regulations, or the orders or judgments from judicial or executive authorities, etc.
6.4 We have the right to decide as we think it's reasonable or under the knowledge of ordinary people, to delete the work, terminate or suspend to provide services to users and you under any of the following circumstances:
a) infringement of intellectual property rights or other rights of a third party;
b) in violation of the relevant laws or regulations;
c) containing pornographic or offensive information;
c) illegal sales;
d) containing internet virus, or is identified as malware or spyware;
If you are not willing to remove your work because of defective or able to remove it when it is identified as malware, we have the right to remove it but you shall bear all the costs incurred.
6.5 We reserve the right to change or terminate the services we provided on the platform, and we are not responsible to you for exercising such rights. You are fully aware that we can send notification to you via web notice, system level notification, email, call, letter, or other methods. Once being sent, such notification is deemed to have been received by you.
6.6 Xiaomi has the right to adjust the price (even free of charge), modify comments, translate related text, and modify the name of the work when needed (including but not limited to promotions, changes of the platform rules, requirements by local laws and regulations in where the work released, and presentation requirement at the press conference). You are fully aware that we can send notification to you via web notice, system level notification, email, call, letter, or other methods. Once being sent, such notification is deemed to have been received by you.
7 Governing Law and Resolution of Disputes
Any controversy or dispute arising out of or in connection with this Agreement will be governed by the laws of China. In the event of any dispute, both parties shall first resolve the dispute through friendly negotiations. If the dispute can't be resolved by negotiations, either party may submit the relevant dispute to the people's court of the place where Xiaomi is located.
8 Disclaimer Circumstances
You acknowledge that we only formally review all works, and we do not make any substantial review, promise or warranty to your works of the legality. You shall resolve all the disputes regarding you or your works, if you and your works cause any loss or damage to us, you shall compensate us for the damage or losses. Besides, we are not responsible for any direct, indirect, incidental, special or major damages, interest losses or business interruption due to using or not able to use the platform services.
9 Liability for Breach of Contract
In any event that you violate any obligation, statement, promise and guarantee under the Agreement, we have the right to withhold all your income and interests of your account on the platform, and to claim payment from you based on actual losses, including but not limited to, economic loss, loss of reputation, fines, compensation, costs of litigation or arbitration, and reasonable attorneys' fee, etc.