Quox LTD, registered in England and Wales
Suite RA01, 195-197 Wood Street
London, E17 3NU
United Kingdom

This Developer Agreement ("Agreement") is a legally binding contract between you ("Developer", "you", or "your") and Quox LTD ("Quox", "we", "us", or "our"). This Agreement governs your participation in the QuoxCORE Marketplace as a developer who submits, publishes, and distributes products to end users through the platform.

BY REGISTERING AS A DEVELOPER, SUBMITTING A PRODUCT, OR OTHERWISE ACCESSING THE QUOXCORE MARKETPLACE AS A DEVELOPER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.

1. Definitions

In this Agreement, the following terms have the meanings set out below:

"Developer" means the individual or legal entity that registers for a Developer Account and submits Products for distribution through the Marketplace.
"Quox" means Quox LTD, a company registered in England and Wales, operating the QuoxCORE platform and Marketplace.
"Marketplace" means the QuoxCORE Marketplace, the online storefront operated by Quox through which Developers may offer Products to End Users.
"Products" means any plugins, workflows, agents, integrations, community subscriptions, or other digital products or services submitted by a Developer for distribution through the Marketplace.
"End Users" means individuals or entities who access, purchase, install, or use Products through the Marketplace.
"Platform" means the QuoxCORE software platform, including all associated services, APIs, infrastructure, documentation, and tools provided by Quox.
"Developer Account" means the account registered by the Developer to access Marketplace developer features, submit Products, and receive payments.
"EULA" means the End User Licence Agreement between the Developer and End Users governing the use of the Developer's Products.
"Commission" means the percentage of each transaction that Quox retains as consideration for providing the Marketplace and related services.
"Verified Developer" means a Developer whose legal identity has been confirmed through Companies House registration records and/or government-issued identification.

2. Acceptance and eligibility

2.1 Eligibility requirements

To register as a Developer and use the Marketplace, you must:

Be at least 18 years of age
Have the legal capacity to enter into binding contracts
If acting on behalf of a business entity, have the authority to bind that entity to this Agreement
Not have been previously suspended or removed from the Marketplace for cause
Comply with all applicable laws in your jurisdiction

2.2 Business entities

If you are registering on behalf of a company, partnership, or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement. In such cases, "Developer" refers to the entity, and you accept this Agreement on its behalf. You shall be personally liable for any breach of this Agreement if you do not have such authority.

2.3 Acceptance

By clicking "Accept", completing the Developer registration process, or submitting a Product to the Marketplace, you indicate your acceptance of this Agreement. If you do not agree to any part of this Agreement, you must not register as a Developer or submit Products to the Marketplace.

3. Developer Account

3.1 Registration

To publish Products on the Marketplace, you must create a Developer Account. Registration is completed through GitHub OAuth authentication. You must provide accurate and complete information during registration, including your legal name (or business name), contact details, and any other information reasonably requested by Quox.

3.2 Accurate information

You agree to keep your Developer Account information current and accurate at all times. This includes your contact details, business information, tax identification numbers, and payment details. Failure to maintain accurate information may result in suspension of your account and withholding of payments.

3.3 Account security

You are solely responsible for maintaining the security of your Developer Account, including your GitHub credentials and any API keys or tokens associated with your account. You must notify Quox immediately if you become aware of any unauthorised access to or use of your account. Quox is not liable for any loss or damage arising from unauthorised use of your account where you have failed to maintain adequate security.

3.4 One account per entity

Each individual or business entity may maintain only one Developer Account. Operating multiple accounts to circumvent restrictions, manipulate reviews, or otherwise abuse the Marketplace is grounds for immediate termination.

4. Product submission and review

4.1 Submission process

Products must be submitted through the Marketplace developer portal. Each submission must include complete and accurate product descriptions, documentation, version information, permission scope declarations, and any other information required by the submission guidelines.

4.2 Application fee

Your first Product listing is free. For each subsequent listing, a non-refundable application fee of $49 (USD) is payable at the time of submission. This fee covers the cost of review and processing. The application fee does not guarantee approval.

4.3 Review process

All submitted Products are subject to both automated and manual review by Quox. The automated review includes security scanning for known malware signatures and common vulnerabilities. Manual review may include assessment of functionality, compliance with technical standards, and adherence to Marketplace guidelines.

Quox performs automated security scanning on all marketplace submissions. This scanning checks for known malware signatures and common security vulnerabilities only. It is NOT a comprehensive security audit and does NOT guarantee that a product is free of security vulnerabilities, bugs, or defects. Developers remain solely responsible for the security and quality of their products.

4.4 Rejection and removal

Quox reserves the right to reject any Product submission at its sole discretion, with or without providing reasons. Common grounds for rejection include, but are not limited to: security concerns, policy violations, misleading descriptions, poor quality, duplication of existing Products, and failure to meet technical standards. Quox may also remove previously approved Products at any time if they are found to violate this Agreement, applicable laws, or Marketplace policies.

4.5 Updates and maintenance

Product updates are subject to the same review process as initial submissions. You must not introduce functionality in an update that was not present or disclosed in the original submission without clearly documenting the changes.

5. Quox as commercial agent

5.1 Agency relationship

You appoint and authorise Quox as your commercial agent to promote, display, and facilitate the distribution and sale of your Products through the Marketplace. Quox acts as an agent, not as a principal, in connection with the distribution of your Products. Quox is not a reseller, distributor, or retailer of your Products.

5.2 Quox is not a party to the sale

The contract for each sale or licence of a Product is between the Developer and the End User only. Quox is not a party to any transaction between Developer and End User. Quox does not purchase, own, or hold title to any Products at any point during the distribution process.

5.3 No endorsement

The availability of a Product on the Marketplace does not constitute an endorsement, recommendation, or warranty by Quox of the Product's quality, safety, fitness for purpose, legality, or any other characteristic. Quox makes no representations or warranties to End Users on your behalf.

5.4 Independent contractor

The relationship between you and Quox is that of independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or franchise relationship between the parties. Neither party has the authority to bind the other or incur obligations on the other's behalf, except as expressly provided in this Agreement.

6. Intellectual property

6.1 Developer retains ownership

You retain all right, title, and interest in and to your Products, including all intellectual property rights therein. Nothing in this Agreement transfers ownership of your intellectual property to Quox.

6.2 Licence grant to Quox

You grant Quox a non-exclusive, worldwide, royalty-free licence to host, store, display, distribute, reproduce, and make available your Products through the Marketplace for the duration of this Agreement. This licence includes the right to use your name, logo, trademarks, product descriptions, and screenshots for the purposes of promoting and distributing your Products on the Marketplace and in related marketing materials.

6.3 No infringement

You represent and warrant that:

You own or have obtained all necessary rights, licences, and permissions to submit and distribute your Products through the Marketplace
Your Products do not infringe, misappropriate, or violate any third party's intellectual property rights, including patents, copyrights, trademarks, trade secrets, or any other proprietary rights
Your Products do not incorporate any open-source software in a manner that would require Quox or End Users to disclose their own source code or grant licences to their own intellectual property
You will promptly notify Quox of any claim or allegation that your Products infringe any third party's rights

6.4 Quox intellectual property

Quox retains all right, title, and interest in the Platform, Marketplace, and all associated trademarks, logos, and branding. You may use Quox's name and marks only as necessary to identify your Products as compatible with the Platform, and only in accordance with any brand guidelines provided by Quox.

7. Revenue and payments

7.1 Commission structure

Quox retains a commission on all transactions processed through the Marketplace. The standard commission rates are:

Plugins and agents: 30% of the transaction value
Workflows: 25% of the transaction value
Community subscriptions: 20% of the transaction value

Quox reserves the right to modify commission rates with 30 days' written notice to Developers. Modified rates apply only to transactions occurring after the effective date of the change.

7.2 Payment processing

All payments are processed through Stripe Connect Express. You must create and maintain a Stripe Connected Account in good standing. Payments from End Users are processed directly through your Connected Account, with Quox's commission collected as an application fee on each transaction. Your business name appears on the End User's bank or card statement. You are the merchant of record for all sales.

7.3 Payout schedule

Payouts are processed weekly, subject to Stripe's processing timelines and any applicable holding periods. A minimum balance of $25 (USD) must be accrued before a payout is initiated. If your balance is below the minimum threshold, it will roll over to the following payout period.

7.4 Processing fees

Stripe's standard payment processing fees are deducted from each transaction before the commission split. These fees are borne by the Developer and are set by Stripe, not by Quox. You are responsible for reviewing and understanding Stripe's fee schedule.

7.5 Tax responsibility

You are solely responsible for all tax obligations arising from your sales through the Marketplace. This includes, but is not limited to, income tax, corporation tax, VAT, sales tax, and any other taxes or duties applicable in your jurisdiction or the jurisdictions of your End Users. Quox is not your tax agent and does not withhold or remit taxes on your behalf. You agree to provide any tax documentation reasonably requested by Quox, including W-8BEN, W-9, or equivalent forms.

7.6 Refunds and chargebacks

Refunds within the statutory cooling-off period (14 days) are processed from your Stripe Connected Account balance. You bear 100% of refund costs, including any applicable processing fees. Chargebacks are charged to your Connected Account and you are responsible for responding to disputes. If your Stripe account balance is insufficient to cover refunds or chargebacks, you remain liable for the deficit.

7.7 Right of offset

Quox reserves the right to offset any amounts you owe to Quox (including refunds, chargebacks, penalties, and fees) against your pending payouts. You authorise Quox to instruct Stripe to deduct such amounts from your Connected Account.

8. Developer obligations

8.1 Product quality and maintenance

You agree to:

Maintain your Products in good working order and ensure compatibility with current versions of the Platform
Promptly address bugs, security vulnerabilities, and compatibility issues
Provide clear, accurate, and complete product descriptions and documentation
Not introduce breaking changes without reasonable notice to End Users

8.2 Support

You are solely responsible for providing maintenance and support services to End Users in respect of your Products. You must respond to End User support requests within 48 hours. You must provide a valid support contact (email address or support URL) that is displayed on your Marketplace listing.

8.3 Technical standards

You must comply with all applicable technical standards, including:

Adhering to the QuoxCORE plugin API specifications and development guidelines
Declaring all required permission scopes accurately and not requesting permissions beyond what is necessary for your Product's stated functionality
Ensuring your Products do not interfere with the operation of the Platform or other Products
Following security best practices, including input validation, secure data storage, and encrypted communications

8.4 Prohibited conduct

You must not:

Include malware, spyware, cryptocurrency miners, backdoors, or any hidden or undisclosed functionality in your Products
Collect, store, transmit, or exfiltrate End User data beyond what is necessary for and disclosed in your Product's stated functionality
Circumvent, disable, or interfere with the Platform's security features, access controls, or permission systems
Access data belonging to other Developers or End Users without authorisation
Manipulate ratings, reviews, or download statistics
Collect End User payment information outside of the Marketplace's payment system
Reverse engineer, decompile, or scrape the Marketplace or Platform
Use the Marketplace to distribute products that violate any applicable law

8.5 Data protection

You must comply with all applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. If your Product processes personal data of End Users, you must maintain a valid, accessible privacy policy that clearly discloses what data you collect, how you use it, and with whom you share it. You must enter into a Data Processing Agreement with Quox where required.

8.6 Legal compliance

You are responsible for ensuring that your Products and your use of the Marketplace comply with all applicable laws and regulations in your jurisdiction and the jurisdictions where your Products are made available, including consumer protection laws, export control regulations, and sanctions.

9. Indemnification

The Developer agrees to indemnify, defend, and hold harmless Quox LTD, its officers, directors, employees, agents, affiliates, successors, and assigns ("Quox Indemnified Parties") from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgements, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees, arising out of or relating to:

(a) the Developer's Products, including any claims by End Users or third parties relating to the quality, functionality, security, legality, or fitness of the Product;
(b) any claim that the Developer's Product infringes or misappropriates any third party's intellectual property rights;
(c) any breach by the Developer of this Agreement, including representations, warranties, and obligations;
(d) any breach of applicable law by the Developer, including data protection laws, consumer protection laws, and export control regulations;
(e) any data breach or security incident arising from the Developer's Product;
(f) any tax liability arising from the Developer's sales;
(g) any claim arising from the Developer's relationship with End Users, including disputes, refund claims, and product liability claims.

This indemnification obligation survives the termination or expiration of this Agreement. Quox shall promptly notify you of any claim subject to indemnification and shall provide reasonable cooperation in the defence of such claim. You may not settle any claim without Quox's prior written consent.

10. Limitation of liability

10.1 Cap on liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QUOX'S TOTAL AGGREGATE LIABILITY TO THE DEVELOPER FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF COMMISSION FEES PAID BY QUOX TO THE DEVELOPER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.2 Exclusion of consequential damages

IN NO EVENT SHALL QUOX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF GOODWILL, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT QUOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Jurisdictional limitations

Some jurisdictions do not allow the exclusion or limitation of certain types of damages. In such jurisdictions, Quox's liability shall be limited to the maximum extent permitted by law. Nothing in this Agreement excludes or limits Quox's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by law.

11. Warranties and disclaimers

11.1 Developer warranties

You represent and warrant that:

You have the right and authority to enter into this Agreement and to grant the rights and licences described herein
Your Products do not contain malware, viruses, backdoors, or any code designed to damage, interfere with, or gain unauthorised access to any system
Your Products comply with all applicable laws, including data protection, consumer protection, and intellectual property laws
All product descriptions, documentation, and marketing materials are accurate and not misleading
Your Products do not infringe any third party's intellectual property or proprietary rights

11.2 Platform disclaimer

THE PLATFORM AND MARKETPLACE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

QUOX DOES NOT WARRANT THAT:

The Marketplace will be available without interruption or be error-free
The Marketplace will generate any particular volume of sales, revenue, downloads, or exposure for your Products
Any specific level of uptime, performance, or availability will be maintained
The Marketplace will be free of security vulnerabilities or immune to unauthorised access
Any particular placement, ranking, or visibility will be given to your Products

You acknowledge that the Marketplace is a venue for distribution and that Quox has no obligation to ensure the commercial success of your Products.

12. Verification

12.1 Verified Developer status

Quox may offer a "Verified Developer" designation to Developers who have completed identity verification through Companies House registration records and/or government-issued identification.

12.2 Verification disclaimer

The "Verified Developer" badge indicates that Quox has confirmed this developer's legal identity through Companies House registration records and/or government-issued identification. This verification process confirms the developer's identity only. It is NOT a guarantee, endorsement, or certification of the quality, security, reliability, fitness, or legality of any product offered by this developer. Quox does not review, test, audit, or certify third-party products beyond the automated scanning described in Section 4.3. Users should conduct their own due diligence before purchasing or installing any third-party product.

12.3 Companies House and DUNS verification

Where identity verification is performed against Companies House (UK) or Dun and Bradstreet (international) records, this confirms that the entity is a registered business. It does not verify the entity's financial status, creditworthiness, reputation, or the quality of its products or services.

13. Termination

13.1 Termination by either party

Either party may terminate this Agreement at any time by providing 30 days' written notice to the other party. Written notice may be provided by email to the address associated with the Developer Account (for notices to the Developer) or to [email protected] (for notices to Quox).

13.2 Immediate suspension or termination by Quox

Quox may suspend or terminate your Developer Account and remove your Products from the Marketplace immediately and without prior notice if:

You breach any material term of this Agreement
Your Products pose a security risk to the Platform, its users, or their data
Your Products are found to contain malware, unauthorised data collection, or other prohibited functionality
You engage in fraudulent, deceptive, or illegal activity
Quox receives a credible intellectual property infringement claim against your Products
Continued availability of your Products would expose Quox to legal liability
You become insolvent or enter into administration or liquidation

13.3 Effect of termination

Upon termination of this Agreement:

Your Products will be removed from the Marketplace and will no longer be available for new purchases or installations
Existing licences granted to End Users prior to termination shall continue in accordance with the applicable EULA, unless the EULA provides otherwise
Any outstanding payments owed to you will be paid in accordance with the normal payout schedule, subject to any right of offset under Section 7.7
You must cease using Quox's name, trademarks, and branding

13.4 Surviving provisions

The following sections survive termination or expiration of this Agreement: Section 1 (Definitions), Section 6 (Intellectual Property), Section 9 (Indemnification), Section 10 (Limitation of Liability), Section 11 (Warranties and Disclaimers), Section 14 (Governing Law), and any other provisions that by their nature should survive.

14. Governing law and jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

The courts of England and Wales shall have exclusive jurisdiction over any dispute arising from or in connection with this Agreement.

The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement.

15. Modifications to this Agreement

Quox may modify this Agreement at any time by providing 30 days' written notice to Developers via email or through the developer portal. The updated Agreement will specify the effective date of the changes. Your continued use of the Marketplace or maintenance of active Product listings after the effective date constitutes your acceptance of the modified Agreement.

If you do not agree to the modified terms, you must terminate your Developer Account and remove your Products before the effective date of the changes. Transactions completed before the effective date of any modification are governed by the version of this Agreement in effect at the time of the transaction.

16. General provisions

16.1 Entire agreement

This Agreement, together with the Marketplace Terms of Service, Privacy Policy, Acceptable Use Policy, and any supplementary terms referenced herein, constitutes the entire agreement between you and Quox regarding your participation in the Marketplace as a Developer. It supersedes all prior agreements, representations, and understandings.

16.2 Severability

If any provision of this Agreement is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

16.3 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision. A waiver of any term shall only be effective if in writing and signed by the waiving party.

16.4 Assignment

You may not assign or transfer this Agreement or any rights or obligations under it without Quox's prior written consent. Quox may assign this Agreement in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets.

16.5 Notices

All notices under this Agreement must be in writing. Notices to the Developer will be sent to the email address associated with the Developer Account. Notices to Quox must be sent to [email protected].

17. Contact

For questions about this Developer Agreement, please contact us:

Email: [email protected]
General Enquiries: [email protected]
Address: Suite RA01, 195-197 Wood Street, London, E17 3NU, United Kingdom