Callsome Solutions, Inc. v. Google, Inc.

Filing 1

COMPLAINT against Google, Inc.. (Filing Fee $ 350.00, Receipt Number 1098834)Document filed by Callsome Solutions, Inc..(moh)

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UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF N1W4ORCV
’

Case No.

CALLSOME SOLUTIONS, INC.,
Plaintiff,
COMPLAINT
JURY TRIAL DJWDED

LIFIN

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0000LE, INC.,

\(,
Defendant,
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Plaintiff, Cailsome Solutions, Inc. ("Cailsome"), files its Complaint against Defendant,
Google, Inc. ("Google"), and alleges the following:
NATURE OF THE CASE
1.

This is an action against Google for intentionally misrepresenting to third parties

and Callsome that Cailsome’s Post Call Manager ("PCM") Software Development Kit ("SDK")
violated Google’s ad policy as set forth in the "Google Play Developer Program Policies."
PARTIES AND JURISDICTION
2.

Calisome Solutions, Inc., is a Delaware corporation, with its principal office

located at 839 West End Avenue, #4F, New York, NY 10025.
3.

Google, Inc., is a publicly traded Delaware corporation, whose headquarters is

located at 1600 Amphitheatre Parkway, Mountain View, CA 94043. Google also maintains an
office at 76 Ninth Avenue, 4th Floor, New York, NY 10011.
4.

This Court has jurisdiction pursuant to 28 U.S.C.

1332(a) because the parties in

$75,000.
this case are citizens of different states and the amount in controversy exceeds
5.

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Venue is properly brought in this Court pursuant to 28 U.S.C.

-1

1391.

GOOGLE
6.

Google is a globally recognized technology leader that offers products and

services to consumers. Although best known for its Google search engine, Google is also known
for its Android operating system and its consumer products, which include its Google Nexus
tablet, Google Glass and Chromecast.
7.

Android is an open-source operating system software that is owned by Google,

but is made available to the public for free. This open-source model allows anyone to view,
modify and customize the Android operating system. The customizable nature of Android has
resulted in manufacturers using it as their operating system in mobile phones, tablets, netbooks,

televisions and even game consoles. Developers also use Android to create applications or
"apps" for these devices. To begin using Android, a potential developer simply downloads the
Android SDK.
8.

The popularity of Android is manifest. As of September 2013, over a billion

mobile devices had been activated that were running Android.' According to Google, "every day
another million users power up their Android devices for the first time and start looking for apps,
(last
See
games, and other digital content." http://developer.android.com/about/index.html
visited June 24, 2014).
9.

Android users seeking to find, download and use apps, games and other digital

content primarily turn to Google's digital entertainment store, Google Play. Google Play is the
See
"premier market place for selling and distributing Android apps."
http://developer.android.com/about/index.html.

1231 10See https://www.sec.gov/Archives/edgar/data11288776/00012887761400002O/gOOg2OI3
k.htm#sD639E99 1 EBB 55393BBAF2E7 IA87E5ECB.

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10.

Although not the only app store available to Android users, Google utilizes two

particularly effective methods to maintain the Google Play as the premier market place:
2
licensing agreements and user warnings.
11.

Most hardware manufacturers who install Android on their devices want the

utility, recognition and goodwill associated with Google's apps, such as Maps, Search and
YouTube. Accordingly, these manufacturers enter into licensing agreements with Google to preload its apps onto their devices. Google does not allow device manufacturers to pick and choose
which Google apps to pre-load.Rather, under the licensing agreements, the device
manufacturers must agree to offer a bundle of Google apps, including Google's Play Store,
Gmail, Maps, YouTube and Calendar, among others. Device manufacturers must also agree to

set Google's search engine as the default search provider for all web searches. Thus, device
manufacturers who want to install Google's apps on their devices must install the Google Play
Store.
12.

Users who venture beyond Google Play and attempt to download an app or other

digital content are confronted with Google's prominent warning that downloading apps from

unknown sources could harm the user's device and the user is responsible for any damage caused
by downloading apps outside of the Google Play store.
13.

Google's actions to maintain the Google Play store as the premier market place

for Android apps and digital content has been effective as "Android users download more than
1.5

See
billion apps and games from Google Play each month."

http://developer.android.com/about/index.html.

2

Google Play is not the only app store available for Android devices as Amazon and Samsung, among others, offer
app stores.

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14.

Although Google offers the Google Play store to Android users, it is not the

primary developer of the over one million apps on its store. Rather, third parties develop the
apps. Some of these developers are large corporations, such as Google, but the vast majority are
individuals or small startup companies like Callsome.Amy Cravens,A demographic and
See
(2012)
business model analysis of today's app developer (http://research.gigaom.com/report/a

demographic-and-business-model-analysis-of-todays-app-developer/) (last visited June 24,
2014).
15.

Google permits persons to develop and publish apps on the Google Play store by

signing up for a developer account and agreeing to Google's "Developer Distribution
Agreement" ("Developer Agreement"), a copy of which is attached as Exhibit A. A developer
cannot distribute any apps on the Google Play Store without first agreeing to the Developer
Agreement. As the Developer Agreement plainly states, it "forms a legally binding contract"
that governs the parties' relationship with respect to distributing apps on the Google Play store.
16.

The Developer Agreement places the responsibility on the app developer to

upload the app to the Google Play store, disclose all information required by Google to Android
users, provide any necessary customer support and adhere to the "Google Play Developer
Program Policies" ("Developer Policies"), a copy of which is attached as Exhibit B.
17.

The Developer Agreement also includes a product takedown provision that

permits Google to remove apps from the Google Play store. This provision, in relevant part,
states:
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 . . . (g) violates the
terms of this Agreement or the Developer Program Policies for
Developers . . . Google may remove the Product from the Market

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or reclassify the Product at its sole discretion. Google reserves the
right to suspend and/or bar any Developer from the Market at its
sole discretion.

SeeDeveloper Agreement at 7.2.
18.

Google’s Developer Policies set forth Google’s policies with respect to content,

promotion and advertising. Relevant to this case is Google’s ad policy, which provides:
1. Developer Terms apply to the entire user experience of your
app
Please be aware that Google’s Developer Distribution Agreement
and Developer Program Policies (together, "Developer Terms")
apply to each app as well as any ads or third-party libraries
bundled or made available through the app. Offer your users a
consistent, policy compliant, and well communicated user
experience.
Ads are considered part of your app for purposes of content review
and compliance with the Developer Terms. Therefore all of the
policies referenced above also apply. Please take care to use
advertising which does not violate the Developer Terms.
Ads which are inconsistent with the app’s content rating also
violate our Developer Terms.
2. Ads Context
Ads must not simulate or impersonate the user interface of any
app, or notification and warning elements of an operating system.
It must be clear to the user which app each ad is associated with or
implemented in.
3. Ad Walls and Interstitial Ads
Interstitial ads may only be displayed inside of the app they came
with. Forcing the user to click on ads or submit personal
information for advertising purposes in order to fully use an app is
prohibited. A prominent and accessible target must be made
available to users in any interstitial ad so they may dismiss the ad
without penalty or inadvertent click-through.
4. Interfering with Apps and Third-Party Ads.

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Ads associated with your app must not interfere with other apps or
their ads.
SeeDeveloper Policies at (emphasis in original).
5-6
19.

A developer that agrees to Google’s Developer Agreement and Developer

Policies may design, develop and publish apps to the Google Play store. This access is very
desirable to developers because "Google Play is the premier market place for selling and
distributing Android apps. When you publish an app on Google Play, you reach the huge
See
installed base of Android." http://developer.android.com/about/index.html.
20.

Google also promotes Google Play as being an "open marketplace" that gives

developers the control to decide when to publish, who to publish to and what devices to focus on.
Google represents to developers that they "can monetize in the way that works best for your
business priced or free, with in-app products or subscriptions for highest engagement and
revenues. You also have complete control of the pricing for your apps and in-app products and
See
can set or change prices in any supported currency at any time."
http://developer.android.com/about/index.html.
21.

If developers want to use ads to monetize their apps, Google offers its Google

Mobile Ads SDK which makes use of Google’s AdMob, DoubleClick and AdSense publishers.
Developers may also choose to use other mobile advertising SDKs, such as StartApp, Flurry,
Tapjoy or InMobi.
22.

The perceived control with which developers have to publish, promote and

monetize their apps is facilitated by the fact that Google does not pre-screen apps that are
published on the Google Play store, Rather, users, developers or other persons may report apps
that violate Google’s policies. As set forth above, Google also voluntarily monitors apps that are
published on the Google Play store for compliance and issues warning notices to developers

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whose apps it determines violate its Developer Agreement and Developer Policies. Google

suspends apps whose developers do not bring their apps into compliance with Google's
Developer Agreement or Developer Policies after receiving warning notices.
CALLSOME
23.

Cailsome is a startup company that designed and developed CaliFlakes.

CallFlakes is a free app that is offered to users of Android mobile phones and is published on the
Google Play store.
24.

CailFiakes is a utility app that enhances a user's productivity with respect to two

of the most commonly used smartphone activities: telephone calls and text messages.
Specifically, after ending a telephone call, CallFlakes opens a productivity board that allows

users to call the person back, text the person back, send an email, set a meeting, set a reminder or
search the internet for topics related to the call. Similarly, when a text message is received,
CaliFlakes opens a productivity board that allows the user to respond, call, set a meeting, set a

reminder or search the web for topics related to the message. CaliFlakes also has the adde
optional functionality of Facebook caller ID, which allows users to see Facebook friends' posts
prior to starting a conversation with the Facebook friend.
25.

After releasing CallFlakes, Callsome developed a win-win solution that would

benefit app developers and their users alike: Post Call Manager ("PCM").
26.

PCM is a "lite" version of CailFiakes that opens a productivity board, like the one

. 3 call
in CallFlakes, after the user ends a telephone Rather than use Google's search engine to

power users' internet searches, PCM used Yahoo search which was powered by Microsoft's
Bing search engine. PCM also shows a small banner advertisement along with the productivity

PCM is a lite or reduced version of CaliFlakes because it does not open the productivity board after a text message
is received or offer the Facebook caller ID functionality.

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board and provides a link that the user can press to see an app wall with other apps the user
might be interested, but is not obligated to, in downloading.
27.

To implement its win.-win solution, Cailsome partnered with Interchan, an app

developer, and StartApp, a mobile advertising platform.
28.

On April 24, 2013, Interchan agreed to integrate the PCM SDK as part of the apps

it developed and published. In return for offering the additional functionality to Interchan's
25%
users, Callsome received of the advertising revenue that was generated. Interchan used
Google's AdMob as the ad server for its apps.
29.

StartApp marketed the PCM SDK as an "ad unit" to entice app developers to

integrate it into their apps. StartApp informed app developers that PCM would provide their
users "an easy way to perform essential tasks once they end a call on their phone. The [PCM]
allows users to quickly call back, reply via SMS, send an email, create a calendar event, search
the web, and more. The [PCM] SDK is also based on our popular pay-per-download model."
Thus,
See http://blog.startapp.eomlannouncing-suite-sdks/ (last visited June 24, 2014).
developers who integrated the PCM SDK into their app provided their users the added
functionality of PCM while also monetizing their app.
30.

The additional functionality provided by PCM was not clandestinely installed

onto users' phones. Rather, after downloading an app that integrated the PCM SDK, users were
notified that they could also download PCM. The PCM widget and app would be installed and
activated only with the user's acknowledgement and consent. If the user decided not to install
PCM, the user would still be able to download the app without consequence.
31.

Most users decided to install and retain the benefits offered by PCM. An example

of a screenshot a user might see when interacting with PCM after a call is set forth below:

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Mih

t
')wied by

32.

Free Apps

The productivity board reveals that a user can dismiss it at any time by clicking

on the "X" at the top right of the productivity board. The user can uninstall PCM at any time by
clicking on "Disable" at the top left of the productivity board. The productivity board plainly
notifies the user that the productivity board is powered by the app developer that integrated the
PCM SDK into the app that was downloaded by the user. Finally, as noted above, the
productivity board shows a small banner ad at the bottom of the screen and permits, but does not
require, the user to download other free apps by clicking on the associated icon.
33.

On or around April 2013, StartApp and Cailsome test launched the PCM SDK.

Calisome offered the PCM SDK to a limited group of developers to gauge developer interest,
evaluate the effectiveness of the monetization strategy and fix any software bugs or glitches.

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34.

Calisome and StartApp officially launched the PCM SDK on September 15, 2013.

This method of distribution turned out to be beneficial and popular for Cailsome, developers and
users alike. By the end of September, Localytics, an analytics company, sent an email to
Calisome which said that PCM was third in data points the previous week, just behind Tumbir
and iHeart radio.
35.

By late November 2013, developers had chosen to integrate the PCM SDK in

over 800 apps. By the end of November 2013, less than three (3) months since its official
launch, users had downloaded PCM more than 46 million times and logged approximately 1.3
billion user app sessions. Despite having the option to easily uninstall PCM, only a fraction of
users chose to do so. Most users used PCM's added functionality on a daily basis to enhance
their productivity.
36.

The popularity of the PCM SDK among developers and users resulted in

Calisome generating a profit from advertising revenue.
37.

The growth, popularity and success of the PCM SDK was so tremendous that

other companies sought to partner with Calisome to distribute its PCM SDK. Specifically,
Calisome began negotiating with Ask Partner Network and Massive Impact to begin distributing
the PCM SDK.
GOOGLE'S WARNING NOTICES
38.

In November 2013, Google began sending suspension warning notices, via e-

mail, to app developers who had integrated the PCM SDK into their apps.
39.

Although the PCM SDK works the same no matter what app it is integrated into,

Google gave different reasons for why the PCM SDK had to be removed.

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One developer was told that his app violated section 4.3 of the Developer

40.

Agreement because it uploaded users' call logs to a service without informing and obtaining user
consent. Google informed this developer that the app could be reinstated if it was brought into
compliance with section 4.3 of the Developer Agreement. Subsequently, Google informed the
.callflakessdk." This
developer that it would reinstate the app if the developer removed "net.mz
is the PCM SDK. This reason was false because the PCM SDK does not upload or otherwise
track users' call logs.
Other developers were told that their apps violated the ad policy in Google's

41.

4
Developer Policies:
REASON FOR WARNING:

Violation of the Ad-Policy:

. Ads associated with your app must not interfere with other apps or their ads.
After a regular review, we have determined that your app contains ad functionality
which disrupts or interferes with the usage of other apps or their ads. This is in
violation of the policy provision cited above.
Your application will be removed if you do not make modifications to bring it into
compliance within 7 days of the issuance of this notification. If you have additional
applications in your catalog, please also review them for compliance.
All violations are tracked. Serious or repeated violations of any nature will result in
the termination of your developer account, and investigation and possible termination
of related Google accounts. If your account is terminated, payments will cease and
Google may recover the proceeds of any past sales and the cost of any associated fees
(such as chargebacks and payment transaction fees) from you.
Before uploading or publishing any new applications, please review the Developer
Distribution Agreement and Content Policy.
The Google Play Team
42.

After receiving the suspension notices from Google, most of the app developers

that integrated the PCM SDK into their apps removed it. The app developers who integrated the
"Inconsistently, not every app developer received a suspension warning notice from Google. For example,
Interchan, which was using Google's AdMob ad server, never received warning notices from Google.

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PCM SDK were primarily individuals or small startups and could not afford to have their apps
suspended for even one day. Further, because Google tracks all violations of its Developer
Agreement and Developer Policies, these developers cannot risk having their developer accounts
terminated.
43.

Accordingly, when Google sent the suspension notices, the developers who

integrated the PCM SDK removed the PCM SDK from their apps and pushed the update to their
users. Most Android users choose to have their apps update automatically and, consequently,
once they received the update, PCM was removed from their phones. The developers did this to
avoid suspension and future adverse action from Google.
44.

As a result of Google's suspension notices, the download rate for PCM dropped

by over 50% in December 2013, to approximately 9 million downloads from approximately 20
million downloads in November 2013. The download rate continued to drastically decrease to
4.7 million downloads in January 2014 and 2.3 million in February 2014.
45.

Several developers contacted StartApp after receiving the suspension notices from

Google. StartApp and Calisome then began investigating the basis of Google's suspension
notices.
46.

Following the issuance of these suspension notices, Cailsome attempted to contact

Google through its appeal and customer support process, as well as through individuals who
worked for Google. There was never a response to these attempts. Subsequently, on December
6, 2013, Zach Sivan, Calisome's Director and co-founder, contacted Matthew Bye at Google to
ask why app developers that implemented the PCM SDK received suspension notices. Mr. Sivan
told Mr. Bye that the app developers "removed our program from their apps and the distributors
of this program have ceased all distribution activities which basically stopped our business going

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forward completely." Mr. Sivan also informed Mr. Bye that "[m]ost of app developers [sic] are
removing our program from their apps and none of the distributors we engaged is [sic] willing to
take a risk and distribute an app that get such suspension notice [sic] from Google Play."
Having not received a response, Mr. Sivan contacted Mr. Bye again on December

47.

12, 2013. Mr. Bye subsequently referred Mr. Sivan's concerns to Geoff Griffith, Google's
senior counsel.
On December 18, 2013, Mr. Sivan wrote Mr. Griffith to determine why Google

48.

was sending suspension notices to app developers, providing examples of apps that were
suspended.
49.

On December 21, 2013, Mr. Griffith responded that the apps had not been

suspended, but "received warnings for their implementation of another SDK, Start App Post Call
Manager... ." On the same date, Mr. Sivan responded, informing Mr. Griffith that:
The StartApp Post Call Manager is a reduced version of CaliFlakes promoted by our
partner Startapp to the developers I mentioned.
I will be happy to learn how this post call manager is violating the Google policy so
we can make sure implementation is done in the right way.
None of our partners are willing to move ahead with CallFlakes until we can point out
the problem with the post call manager.
50.

On January 10, 2014, Mr. Griffith contacted Mr. Sivan, seeking clarification and

additional information:
Hi Zach,
Sorry for the delay. It has taken me longer than expected to gather the information
needed to respond, due to staff absences on holidays.
I am consulting with our removals team further about this case and should be able to
respond early next week.

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In the meantime, I’d like to confirm what we are discussing here: my understanding
is that the third party apps that received warnings have implemented an SDK,
PostCall Manager (PCM) developed by another third party, StartApp. You have said
that StartApp is a partner of your business that markets PCM as a reduced version of
your product CailFiakes. Can you provide more information on StartApp and its
relation to your business?
Thanks,
Geoff
On January 10, 2014, Mr. Sivan responded to Mr. Griffith’s email, informing him

51.

that "PCM is a product developed by [Cailsome] and it is a light version of CallFlakes. Startapp
is a mobile advertising network who distribute our PCM SDK to their community of app
developers."
52.

On January 13, 2014, Mr. Griffith proffered the following explanation for the

suspension notices:
Hi Zach,
Thanks for the information.
PCM is an SDK that can be implemented in a third party app to provide optional postcall functionality to the app if the user agrees to add it. However, PCM is marketed
as an "ad unit" to developers (e.g. on the website here) to help monetize their apps. It
also includes promotional content in the form of links to third party apps in the postcall screen. PCM as a whole is therefore considered an advertising service that has
been added to an app, rather than being a Play store app itself. As such, PCM (and
apps that implement it) are subject to our ad policy. That policy contains the
restrictions below:
Ads may not interfere with other apps and their apps. For the PCM ad unit
implementation to be compliant, it must display itself inside of the app it came with.
Today, it alters the functioning of the Phone app and the browser on the user’s device.
Policy provision:
o Interfering with Apps and Third-party Ads
Ads associated with your app must not interfere with other apps or their ads.

The implementation is an interstitial ad service, since it contains commercial links
to third party apps, is full screen and must be dismissed by the user before the user
can use the default contacts/phone UI after a phone call. Policy provision:

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o Ad Walls and Interstitial Ads
Interstitial ads may only be displayed inside of the app they came with.
This is why the apps implementing PCM received warnings.
Kind regards,
Geoff
Despite recognizing that PCM provided additional functionality to a user's mobile

53.

phone, Google took the position that PCM was an advertising service because it was marketed as
an "ad unit." This position effectively precluded Calisome from distributing its PCM SDK to
app developers and destroyed Calisome's business.
Calisome forwarded Mr. Griffith's email to StartApp, who provided the

54.

following response:
We have learned this answer internally and it is our understanding that the post call
manager cannot be distributed as an SDK to app developers through an ad funded
model. Therefore, given the distribution cost involved, we will not be able to
continue and distribute the Post Call Manager if it can't include an ad to support the
business model.
I am really sorry that this is where things stand. As you know, we really liked your
product and so did our app developers but we cannot distribute anything that is
considered by Google as a violation of its ad policy.
55.

In light of Google's position that the PCM SDK violated its ad policy, StartApp

advised the developers who had integrated the PCM SDK to remove it from their apps.
56.

Google's reasons for claiming the PCM SDK violated its ad policy were false.

57.

PCM is not an "ad unit." PCM, as Google itself admitted, provides post-call

functionality to users who agree to download it. All users who downloaded an app integrated
with the PCM SDK were explicitly notified and agreed to download PCM. Thus, users agreed to
download the additional functionality provided by PCM. The ads users see when using PCM are
wholly contained within PCM and not outside of the app. In fact, the ads contained within PCM

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only take up about 1/16th of the user's screen. Consequently, PCM is neither an ad unit nor
displays ads outside of PCM.
58,

The PCM SDK does not alter the phone app or the user's web browser. PCM

only appears after a call has ended and can easily be dismissed by the user. PCM does no
interfere with the user's ability to use or interact with the phone app. PCM also does not change
or alter the settings on the user's browser. Although users may enter searches after a phone call
has ended, in a search box powered by Yahoo (not Google) contained within PCM, it does not
change any of the settings contained on the phone's browser.
59.

5
PCM is not an ad service and, as implemented, does not display interstitial ads.

As set forth above, Google's characterization of PCM as an ad unit or ad service is false because
PCM provides additional functionality to increase productivity, which the user is expressly
90%
notified of and agrees to. In fact, of the time users used the productivity features offered by

PCM. Users only clicked the in-app ads 10% of the time, further demonstrating that users did
not consider PCM to be an ad unit or ad service. Accordingly, PCM's implementation and use
of ads is consistent with Google's ad policy.
60.

Google falsely told Callsome, StartApp and developers implementing the PCM

SDK that they were not compliant with Google's Developer Agreement or Developer Policies.
61.

Google's false statements to app developers who integrated the PCM SDK caused

them to abandon and stop using the PCM SDK. The app developers were compelled to stop
integrating the PCM SDK because their success is predicated on being able to publish apps on
the Google Play store, the premiere Android marketplace. Simply put, app developers cannot

Interstitial ads are full screen ads that a user can close with a closeSee
button.
(last visited May 2014).
https://support.google.com/webdesigner/answer/3250415?hl=en

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afford to be suspended or banned from the Google Play store, even if the reason given by Google
is false.
62.

Google's false statements caused StartApp to stop offering the PCM SDK to app

developers and affirmatively advise app developers that they should remove it from their apps.
StartApp was compelled to stop offering the PCM SDK because its success as a mobile
advertising platform is dependent on being able to offer app developers monetization solutions
that comply with Google's Developer Policies so the app developers can publish on the Google
Play store, the premiere Android marketplace. Simply put, StartApp cannot afford to offer
monetization solutions that will result in app developers being warned or suspended by Google,
even if the basis for the warning or suspension is false.
63.

After StartApp stopped offering the PCM SDK, Interchan decided that it would

no longer integrate the PCM SDK into any of the new apps it was developing and would be
releasing. Rather than remove the PCM SDK from its existing apps, Interchan simply left it
integrated into the apps knowing that it would stop supporting and promoting these apps after
releasing its new apps.
64.

Google's false statements have materially harmed Calisome. StartApp and app

developers have terminated their relationship with Cailsome as a result of Google's false
statements. Google's false statements have greatly diminished Callsome's ability to earn income
from Interchan and have otherwise foreclosed its ability to earn any income from its PCM SDK
with StartApp even though it is fully compliant with Google's Developer Agreement and
Developer Policies. Cailsome's relationships with third parties that wanted to offer the PCM
SDK to app developers have also been terminated. Google's false statements have practically
destroyed Callsome's business.

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65.

Google's false statements have assured that Cailsome can no longer develop,

distribute, market or receive any benefit from its fully compliant PCM SDK, which was
beneficial to users and profitable for Calisome.
COUNT I - TORTIOUS INTERFERENCE WITH CALLSOME'S CONTRACT
WITH STARTAPP
66.

Cailsome re-alleges paragraphs 1-65 as if fully set forth herein.

67.

On March 18, 2013, Callsome entered into a contract with StartApp to develop

and deliver the PCM SDK in return for StartApp offering the PCM SDK "as a new monetization
solution for mobile applications developers." As amended on August 1, 2013, Callsome and
StartApp's contract would have expired on July 31, 2015, with automatic 24 month extensions
unless either party provided written notice of its desire to terminate.
68.

Cailsome delivered the PCM SDK to StartApp and StartApp offered it to its

developers. As set forth above, the PCM SDK was very popular amongst StartApp's developers
with over 200 developers implementing the PCM SDK in 1902 apps.
69.

By virtue of Mr. Sivan's e-mail dated December 21, 2013, and Mr. Griffith's e-

mail dated January 10, 2014, Google knew that Calisome had a contractual relationship with
StartApp to distribute the PCM SDK.
70.

Google falsely informed Callsome, StartApp and developers that the PCM SDK

violated its ad policy. Google knew that StartApp would not continue offering the PCM SDK if
it violated Google's ad policy. Google also knew that Callsome could not bring the PCM SDK
into compliance based on the false reasons it gave and the manner in which the PCM SDK was
being distributed.
71.

Upon learning that Google believed the PCM SDK was an advertising service that

violated its ad policy, StartApp terminated its contract with Cailsome.

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72.

Google's tortious conduct has resulted in Cailsome's inability to market, sell or

otherwise profit from the PCM SDK as no advertiser, advertising service, advertising platform or
developer will distribute or integrate an app or SDK that Google claims violates its Developer
Agreement or Developer Policies.
73.

Wherefore, Cailsome requests judgment be entered against Google for

compensatory damages, punitive damages and any such further and other relief the Court deems
proper.
COUNT II TORTIOUS INTERFERENCE WITH CALLSOME’S CONTRACTS
WITH APP DEVELOPERS
74.

1-65
Callsome re-alleges paragraph as if fully set forth herein.

75.

On September 2013, Calisome and StartApp began offering the PCM SDK to
15,

developers.
76.

During the short period that the PCM SDK was offered, 247 developers integrated

the PCM SDK into over 1900 apps. Some of these developers include Wait What and Nikhil
Kulria.
77.

By integrating the PCM SDK into the apps they developed and offered on the

Google Play store, the developers were paid every time a user downloaded PCM along with their
app. Developers who integrated the PCM SDK into their apps were not bound to continue using
it and could decide to use a different SDK offered by Startapp or any other competitor at any
time.
78.

Google knows which developers use its advertising SDKs as such developers

must sign up to use these SDKs. In testing or reviewing the developers' apps who integrated the
PCM SDK for compliance with the Developer Agreement or Developer Policies, Google knew

688324v1

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that these developers were not using Google's advertising SDKs, but were using a competing
advertising SDK, in this case StartApp. Google sent these developers suspension notices.
79.

The developers who integrated the PCM SDK removed the PCM SDK after

receiving suspension warning notices from Google. But for these suspension notices, the
developers would have continued using the PCM SDK.
80.

Google's suspension notices informed the developers who integrated the PCM

SDK into their apps that the PCM SDK violated Google's ad policy or uploaded users' call logs
without notifying and obtaining user consent. As set forth above, these reasons were knowingly
false because the PCM SDK does not violate Google's ad policy or upload users' call logs.
81.

The developers who received these suspension notices were compelled to remove

the PCM SDK from their apps because their success is contingent on being able to offer their
apps on the Google Play store and maintain good standing with Google as a developer. These
developers simply cannot afford to have Google suspend their apps and, as a result, simply
capitulate when Google asserts their apps violate Google's policies.
82.

In fact, once it became clear Calisome could not bring the PCM SDK into

compliance with Google's purported ad policy violation, StartApp e-mailed all of the developers
who integrated the PCM SDK to remove it. StartApp was required to take this action to maintain
credibility with its developers and because StartApp's success is contingent on being able to
offer developers SDKs that are compliant with Google's Developer Agreement and Developer
Policies.
83.

Google's tortious conduct has resulted in Cailsome's inability to market, sell or

otherwise profit from the PCM SDK as no advertiser, advertising service, advertising platform or

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developer will distribute or integrate an app or SDK that Google claims violates its Developer
Agreement or Developer Policies.
84.

Wherefore, Calisome requests judgment be entered against Google for

compensatory damages, punitive damages and any such further and other relief the Court deems
proper.
COUNT III - TORTIOUS INTERFERENCE WITH CALLSOME'S PROSPECTIVE
RELATIONSHIP WITH ASK PARTNER NETWORK AND MASSIVE IMPACT
85.

Callsome re-alleges paragraphs as if fully set forth herein.
1-65

86.

On September 2013, Cailsome and StartApp began offering the PCM SDK to
15,

developers.
87.

During the short period that the PCM SDK was offered, 247 developers integrated

the PCM SDK into over 1900 apps. Some of these developers included Escape Mobile, Wait
What and Nikhil Kuiria.
88.

As a result of the PCM SDK's popularity, Calisome began negotiating with Ask

Partner Network and Massive Impact to distribute its PCM SDK.
89.

Cailsome had an agreement in principle with Ask Partner Network to distribute

the PCM SDK to app developers.
90.

Cailsome was also negotiating with Massive Impact to distribute its PCM SDK.

91.

In November 2013, Google began sending suspension notices to developers that

had integrated the PCM SDK.
92.

Ask Partner Network learned that StartApp removed the PCM SDK from its site

and was notifying its developers to remove the PCM SDK from their apps. Accordingly, Ask
Partner Network contacted Cailsome to determine why the PCM SDK was not compliant with
Google's policies.

6883241

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93.

As set forth above, Calisome contacted Google to obtain an explanation for the

suspension warning notices.
94.

In the numerous e-mails sent to obtain an explanation, Calisome informed Google

that "[m]ost of app developers [sic] are removing our program from their apps and none of the
distributors we engaged is [sic] willing to take a risk and distribute an app that get such
suspension notice [sic] from Google Play." Callsome also told Google that since it began
sending suspension warning notices that "all our distributors stopped working with us, an
investment deal that was about to sign [sic] has been backed off and basically there is a huge
decline in download rate." Thus, Callsome informed Google that the distributors Callsome had
engaged had stopped working with it due to Google's suspension warning notices.
95.

As set forth above, Google falsely told Mr. Sivan that the PCM SDK was an ad

unit and advertising service that did not comply with Google's ad policy. Callsome relayed
Google's response to Ask Partner Network and Massive Impact. Both subsequently declined to
work any further with Calisome.
96.

Google's tortious conduct terminated the potential contractual relationships

Calisome was negotiating with Ask Partner Network and Massive Impact. Despite knowing of
these relationships, Google falsely stated that the PCM SDK was not compliant with its ad
policy. Google's tortious actions have resulted in Callsome's inability to market, sell or
otherwise profit from the PCM SDK as no advertiser, advertising service, advertising platform or
developer will distribute or integrate an app or SDK that Google claims violates its Developer
Agreement or Developer Policies.

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97.

Wherefore, Cailsome requests judgment be entered against Google for

compensatory damages, punitive damages and any such further and other relief the Court deems
proper.
COUNT IV - TRADE LIBEL
98.

Cailsome re-alleges paragraphs 1-65 as if fully set forth herein.

99.

Google told app developers, StartApp and Calisome that apps which integrated

the PCM SDK violated its Developer Policies.
100. Contrary to Google's statements, the PCM SDK is fully compliant with Google's
Developer Policies.
101. Google's false statements of non-compliance were intended to prevent app
developers from integrating the PCM SDK into their apps.
102. Google's false statements of non-compliance resulted in app developers and
StartApp terminating their relationships with Cailsome.
103. Google ' s false statements of non-compliance resulted in Interchan deciding not to
integrate the PCM SDK into any of the new apps it offered.
104. As a result of Google's false statements, Callsome has suffered the following
damages:
a. $32,700,000 in estimated lost advertising revenue from StartApp
abandoning the PCM SDK and being forced to stop offering the PCM
SDK to app developers;
b. $19,525,000 in estimated lost advertising revenue from Ask Partner
Network who refused to contract with Cailsome after learning of Google's
suspension notices;

688324v1

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23 -

c. $19,525,000 in estimated lost advertising revenue from Massive Impact
who refused to contract with Cailsome after learning of Google's
suspension notices; and
d. Attorney's fees and costs.
105. Wherefore, Calisome requests judgment be entered against Google for
compensatory damages, punitive damages and any such further and other relief the Court deems
proper.

Dated: June 2014
25,

Respectfully submitted,
MILB ERG LLP

By:
Todd Kammerma
tkammermanmi1berg.com
One Pennsylvania Plaza
49th Floor
New York, New York 10119-0165
Telephone: [phone]
Attorneys for Cailsome Solutions, Inc.

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Exhibit A

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Google Play

!

Google play

Developer Distribution Agreement
Definitions
Google: Google Inc., a Delaware corporation with principal place of business at 1600

Amphitheatre Parkway, Mountain View, CA 94043, United States.
Device: Any device that can access the Market, as defined herein.
Products: Software, content and digital materials distributed via the Market.
Market: The marketplace Google has created and operates which allows registered

Developers in certain countries to distribute Products directly to users of Devices.
Developer or You:

Any person or company who is registered and approved by the

Market 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 the Market.
Payment Processor(s):

Any party authorized by 000gle to provide payment processing

services that enable Developers with optional Payment Accounts to charge Device users
for Products distributed via the Market.
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 the Market. Developers must be approved by a Payment
Processor for a Payment Account and maintain their account in good standing to charge
for Products distributed in the Market.
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.

1. Introduction

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1.1 The Market is a publicly available site on which Android Developers can distribute
Products for Devices. In order to distribute Products on the Market, 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 the Market to distribute Products. In order to use the
Market to distribute Products, you must first agree to this Agreement by clicking to accept
where this option is made available to you. You may not distribute Products on the Market
if you do not accept this Agreement.
2.2 You may not use the Market 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 the Market 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 (once payment processing is enabled on the Market). 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 already have a Payment Account
with a Payment Processor before signing up for the Market, then the terms of this
Agreement shall supersede your Payment Account terms and condition for Products sold
via the Market.

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You may set the price for your Products in the currencies permitted by the Payment
Processor. The Market may display to users the price of Products in their native currency,
but it is not responsible for the accuracy of currency rates or conversion
3.2 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. The remainder (sales
price less Transaction Fee) will be remitted to you. The "Transaction Fee" is set forth tii
and may be revised by Google from time to time. 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.
3.3 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 collect future charges from users for copies
of the Products that those users were initially allowed to download for free. This is not
intended to prevent distribution of free trial versions of the Product with an "upsell" option
to obtain the full version of the Product: Such free trials for Products are encouraged.
However, if you want to collect fees after the free trial expires, you must collect all fees for
the full version of the Product through the Payment Processor on the Market. In this
Agreement, "free" means there are no charges or fees of any kind for use of the Product.
All fees received by Developers for Products distributed via the Market must be
processed by the Market's Payment Processor.
3.4 Special Refund Requirements.

The Payment Processor's standard terms and

conditions regarding refunds will apply except the following terms apply to your
distribution of Products on the Market.
Products that can be previewed by the buyer (such as ringtones and wallpapers): No
refund is required or allowed.
Products that cannot be previewed by the buyer (such as applications): You authorize
Google to give the buyer a full refund of the Product price if the buyer requests the refund
within 48 hours after purchase.
You will be solely responsible for support and
3.5 You Support Your Product.
maintenance of your Products and any complaints about your Products. Your contact
information will be displayed in each application detail page and made available to users
for customer support purposes.

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Failure to provide adequate support for your Products may result in low Product ratings,
less prominent product exposure, low sales and billing disputes. Except in cases when
multiple disputes are initiated by a user with abnormal dispute history, billing disputes
received by Payment Processor for Products sold for less than $10 may be automatically
charged back to the Developer, in addition to any handling fees charged by the Payment
Processor. Chargeback requests for Products $10 or more will be handled in accordance
with the Payment Processor's standard policy.
3.6 Reinstalls. Users are allowed unlimited reinstalls of each application distributed via
the Market, provided however that if you remove a Product(s) from the Market pursuant to
clauses (I), (ii), (iii) or (iv) of Section 7.1, such Product(s) shall be removed from all
portions of the Market and users shall no longer have a right or ability to reinstall the
affected Products.

4. Use of the Market 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
applications.
4.2 You agree to use the Market 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 the Market 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

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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 the
Market, 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 the Market to sell or distribute Products outside of the Market.
4.5 Non-Compete. You may not use the Market to distribute or make available any
Product whose primary purpose is to facilitate the distribution of software applications and
games for use on Android devices outside of the Market.
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 the Market and for the
consequences of your actions (including any loss or damage which Google may suffer) by
doing so.
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 The Market will allow you to protect your Products so that users may not share
Products with other users or devices.
4.9 Product Ratings. The Market will allow users to rate Products. Only users who
download the applicable Product will be able to rate it. Product ratings will be used to
determine the placement of Products on the Market with higher rated Products generally
given better placement, subject to Google's ability to change placement at Google's sole
discretion. The Market 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

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Google Play

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.
4.10 Marketing Your Product.

You will be responsible for uploading your Products to the

Market, providing required Product information to users, and accurately disclosing the
security permissions necessary for the Product to function on user Devices. Products that
are not properly uploaded will not be published in the Market.
4.11 Restricted Content. Any Product you distribute on the Market must adhere to the
Developer Program Policies.

5. License Grants
5.1 You grant to Google a nonexclusive, worldwide, and royalty-free license to: copy,
perform, display, and use the Products for administrative and demonstration purposes in
connection with the operation and marketing of the Market and to use the Products to
make improvements to the Android platform.
5.2 You grant to Google a nonexclusive, and royalty-free license to distribute the Products
according to the publishing options selected by you on the Product upload page of the
Market.
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 the Market 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. 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 in lieu of the previous sentence.
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

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Google Play

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 Market 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 "Brand Features"

means the trade names, trade marks, 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.
6.2 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 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 the Market, or
to otherwise fulfill its obligations under this Agreement. If Developer discontinues the
distribution of specific Products on the Market, Google will cease use of the discontinued
Products' Brand Features pursuant to this Section 6.2, except as necessary to allow
Google to effectuate Section 3.6. 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.
6.3 Publicity.

In addition to the license granted in 6.2 above, for purposes of marketing

the presence, distribution and sale of the Developer's Product in the Market, Google and
its affiliates may include Developer Brand Features, submitted by Developer to Google: (i)
within the Market and in any Google-owned online or mobile properties; (ii) in online or
mobile communications outside the Market when mentioned along with other Market
Products; (iii) when making announcements of the availability of the Product online or on
mobile devices; (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

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websites). If Developer discontinues the distribution of specific Products on the Market,
Google will cease 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 the
Market 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 the
Market, including but not limited to refund requirements. Removing your Products from
future distribution via the Market 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 the Market 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
the Market (including, without limitation, the part of the Market where previously
purchased or downloaded applications are stored on behalf of users) any Product that
you have removed from the Market 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 the Market 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;

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(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 the Market or
reclassify the Product at its sole discretion. Google reserves the right to suspend and/or
bar any Developer from the Market at its sole discretion.
Google enters into distribution agreements with device manufacturers and Authorized
Carriers to place the Market software client application for the Market 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.

L;i.iuii

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8.1 You agree that you are responsible for maintaining the confidentiality of any developer
credentials that may be issued to you by Google or which you may choose yourself and
that you will be solely responsible for all applications 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

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9.1 In order to continually innovate and improve the Market, Google may collect certain
usage statistics from the Market and Devices, including but not limited to, information on
how the Market and Devices are being used.
9.2 The data collected is examined in the aggregate to improve the Market 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 the Market.

11. DISCLAIMER OF WARRANTIES
11.1 You EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE
MARKET IS AT YOUR SOLE RISK AND THAT THE MARKET IS PROVIDED "AS IS"
AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.
11.2 YOUR USE OF THE MARKET AND ANY MATERIAL DOWNLOADED OR
OTHERWISE OBTAINED THROUGH THE USE OF THE MARKET 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.

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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 NONINFRINGEMENT.

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 the Market 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 the Market.

14. Changes to the Agreement

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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
the Market site describing the modifications made. The changes 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, the modified
Agreement will become effective upon Developer's acceptance of the modified
Agreement (except changes required by law which will be effective immediately). Preexisting Developers will show their acceptance of the modified Agreement by going to the
Market site and accepting the modified Agreement. In the event that Developer does not
agree with the modifications to the Agreement within thirty (30) days after the date the
email is sent, then Google will suspend the distribution of your Products until Developer
agrees to the modified Agreement. In the event that You do not agree with the
modifications within ninety (90) days after the date the email is sent, then You must
terminate your use of the Market, which will be your sole and exclusive remedy.

15. General Legal Terms
15.1 This Agreement constitutes the whole legal agreement between you and Google and
governs your use of the Market, and completely replaces any prior agreements between
you and Google in relation to the Market.
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.

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15.5 EXPORT RESTRICTIONS. PRODUCTS ON THE MARKET 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.
15.7 This Agreement, and your relationship with Google under this Agreement, shall be
governed by the laws of the State of California without regard to its conflict of laws
provisions. You and Google agree to submit to the exclusive jurisdiction of the courts
located within the county of Santa Clara, California to resolve any legal matter arising
from this Agreement. Notwithstanding this, you agree that Google shall still be allowed to
apply for injunctive remedies (or an equivalent type of urgent legal relief) in any
jurisdiction.
15.8 The obligations in Sections 5, 6.2 (solely as necessary to permit Google to effectuate
Section 3.6), 7, 11, 12, 13, and 15 will survive any expiration or termination of this
Agreement.

Google Privacy & Terms Help

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(1i$i
Google Play Developer Program Policies
The policies listed below play an important role in maintaining a positive experience for
everyone using Google Play. Defined terms used here have the same meaning as in the
Developer Distribution Agreement. Be sure to check back from time to time, as these
policies may change.
Content Policies

Our content policies apply to any content your app displays or links to, including any ads it
shows to users and any user-generated content it hosts or links to. Further, they apply to
any content from your developer account which is publicly displayed in Google Play,
including your developer name and the landing page of your listed developer website. In
addition to complying with these policies, the content of your app must be rated in
accordance with our Content Rating Guidelines.
€ Sexually Explicit Material:

Apps that contain or promote pornography are

prohibited; this includes sexually explicit or erotic content, icons, titles, or
descriptions. Google has a zero-tolerance policy against child sexual abuse
imagery. If we become aware of content with child sexual abuse imagery, we will
report it to the appropriate authorities and delete the Google Accounts of those
involved with the distribution.
€ Violence and Bullying:

Depictions of gratuitous violence are not allowed. Apps

should not contain materials that threaten, harass or bully other users.
€ Hate Speech: We don't allow content advocating against groups of people based
on their race or ethnic origin, religion, disability, gender, age, veteran status, or
sexual orientation/gender identity.
€ Impersonation or Deceptive Behavior:

Don't pretend to be someone else, and

don't represent that your app is authorized by or produced by another company or
organization if that is not the case. Products or the ads they contain also must not
mimic functionality or warnings from the operating system or other apps. Products
must not contain false or misleading information in any content, title, icon,
description, or screenshots. Developers must not divert users or provide links to any

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other site that mimics or passes itself off as another app or service. Apps must not
have names or icons that appear confusingly similar to existing products, or to apps
supplied with the device (such as Camera, Gallery or Messaging).
€ Intellectual Property:

Don't infringe on the intellectual property rights of others,

(including patent, trademark, trade secret, copyright, and other proprietary rights), or
encourage or induce infringement of intellectual property rights. We will respond to
clear notices of alleged copyright infringement. For more information or to file a
DMCA request, please visit our copyright procedures.
€ Personal and Confidential Information:

We don't allow unauthorized publishing or

disclosure of people's private and confidential information, such as credit card
numbers, government identification numbers, driver's and other license numbers,
non-public contacts, or any other information that is not publicly accessible.
€ Illegal Activities:

Keep it legal. Don't engage in unlawful activities on this product,

such as the sale of prescription drugs without a prescription.
€ Gambling: We don't allow content or services that facilitate online gambling,
including but not limited to, online casinos, sports betting and lotteries, or games of
skill that offer prizes of cash or other value.
€ Dangerous Products:

We don't allow content that harms, interferes with the

operation of, or accesses in an unauthorized manner, networks, servers, or other
infrastructure.
o

Don't transmit or link to viruses, worms, defects, Trojan horses, malware, or
any other items that may introduce security vulnerabilities to or harm user
devices, apps, or personal data.

€ Apps that collect information (such as the user's location or behavior) without
the user's knowledge (spyware) are prohibited.
€ Malicious scripts and password phishing scams are also prohibited on Google
Play, as are apps that cause users to unknowingly download or install apps
from sources outside of Google Play.
€ An app downloaded from Google Play may not modify, replace or update its
own APK binary code using any method other than Google Play's update
mechanism.
€ System Interference:
€ An app downloaded from Google Play (or its components or derivative
elements) must not make changes to the user's device outside of the app
without the user's knowledge and consent.
€ This includes behavior such as replacing or reordering the default presentation
of apps, widgets, or the settings on the device. If an app makes such changes

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with the user's knowledge and consent, it must be clear to the user which app
has made the change and the user must be able to reverse the change easily,
or by uninstalling the app altogether.
Apps and their ads must not modify or add browser settings or bookmarks,
add homescreen shortcuts, or icons on the user's device as a service to third
parties or for advertising purposes.
€ Apps and their ads must not display advertisements through system level
notifications on the user's device, unless the notifications derive from an
integral feature provided by the installed app (e.g., an airline app that notifies
users of special deals, or a game that notifies users of in-game promotions).
€ Apps must not encourage, incentivize, or mislead users into removing or
disabling third-party apps except as part of a security service provided by the
app.
Network Usage and Terms

Apps must not create unpredictable network usage that has an adverse impact on a
user's service charges or an Authorized Carrier's network. Apps also may not knowingly
violate an Authorized Carrier's terms of service for allowed usage or any Google terms of
service.
Spam and Placement in the Store

Developers are important partners in maintaining a great user experience on Google
Play.
€ Do not post repetitive content.
€ Do not use irrelevant, misleading, or excessive keywords in apps descriptions, titles,
or metadata.
€ Developers must not attempt to change the placement of any Product in the Store,
or manipulate any product ratings or reviews by unauthorized means such as
fraudulent installs, paid or fake reviews or ratings, or by offering incentives to rate
products.
€ Apps that are created by an automated tool or wizard service must not be submitted
to Google Play by the operator of that service on behalf of other persons.
€ Do not post an app where the primary functionality is to:
o

Drive affiliate traffic to a website or

o

Provide a webview of a website not owned or administered by you (unless you
have permission from the website owner/administrator to do so)

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€ Do not send SMS, email, or other messages on behalf of the user without providing
the user with the ability to confirm content and intended recipient.
App Promotion

Apps published on Google Play may not directly or indirectly engage in or benefit from the
following behavior:
€ Promotion via deceptive ads on websites, apps or other properties, including
simulated system, service, or app notifications or alerts.
€ Promotion or install tactics which cause redirection to Google Play or the download
of the app without informed user action.
€ Unsolicited promotion via SMS services.
It is your responsibility to ensure that no ad network or affiliate uses such methods to
direct users to pages that make your app available for download.
Paid and Free Apps

€ App purchases: Developers charging for apps and downloads from Google Play
must do so by using Google Play's payment system.
€ In-app purchases:
€ Developers offering virtual goods or currencies within a game downloaded
from Google Play must use Google Play's in-app billing service as the method
of payment.
€ Developers offering additional content, services or functionality within another
category of app downloaded from Google Play must use Google Play's in-app
billing service as the method of payment, except:
where payment is primarily for physical goods or services (e.g., buying
movie tickets, or buying a publication where the price also includes a
hard copy subscription); or
€ where payment is for digital content or goods that may be consumed
outside of the app itself (e.g., buying songs that can be played on other
music players).
€ Developers must not mislead users about the apps they are selling nor about any
in-app services, goods, content or functionality they are selling. If your product
description on Google Play refers to in-app features to which a specific or additional
charge applies, your description must clearly notify users that payment is required to
access those features.

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Subscriptions and Cancellations

Googl&s subscription cancellation policy is that a user will not receive a refund for the
current billing period when canceling a subscription, but will continue to receive issues
and updates of the relevant subscription content (if any) for the remainder of the billing
period, regardless of the cancellation.
You (as the content or access provider) may implement a more flexible refund policy with
your users directly, and it is your responsibility to notify your users of those policies and
ensure that the policies comply with applicable law.
Ad Policy

The policy below covers all ads that are implemented in and bundled with apps. These
rules are important in maintaining a positive experience for everyone using Android apps
from Google Play. Be sure to check back from time to time, as these policies may
change.
1. Developer Terms apply to the entire user experience of your app

Please be aware that Google's Developer Distribution Agreement and Developer
Program Policies (together, "Developer Terms") apply to each app as well as any
ads or third-party libraries bundled or made available through the app. Offer your
users a consistent, policy compliant, and well communicated user experience.
Ads are considered part of your app for purposes of content review and compliance
with the Developer Terms. Therefore all of the policies referenced above also apply.
Please take care to use advertising which does not violate the Developer Terms.
Ads which are inconsistent with the app's content rating also violate our Developer
Terms.
2. Ads Context

Ads must not simulate or impersonate the user interface of any app, or notification
and warning elements of an operating system. It must be clear to the user which
app each ad is associated with or implemented in.
3. Ad Walls and Interstitial Ads

Interstitial ads may only be displayed inside of the app they came with. Forcing the
user to click on ads or submit personal information for advertising purposes in order
to fully use an app is prohibited. A prominent and accessible target must be made

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available to users in any interstitial ad so they may dismiss the ad without penalty or
inadvertent click-through.
4. Interfering with Apps and Third-party Ads

Ads associated with your app must not interfere with other apps or their ads.
5. Usage of Android advertising ID

Google Play Services version 4.0 introduced new APIs and an ID for use by
advertising and analytics providers. Terms for the use of these APIs and ID are
below.
o

Usage. The Android advertising identifier must only be used for advertising

and user analytics. The status of the "Opt out of Interest-based Advertising"
setting must be verified on each access of the ID.
€ Association with personally-identifiable information or other identifiers.

The advertising identifier must not be connected to personally-identifiable
information or associated with any persistent device identifier (for example:
SSAID, MAC address, IMEI, etc.,) without the explicit consent of the user.
€ Respecting users' selections.

Upon reset, a new advertising identifier must

not be connected to a previous advertising identifier or data derived from a
previous advertising identifier without the explicit consent of the user.
Furthermore, you must abide by a user's "opt out of interest-based
advertising" setting. If a user has enabled this setting, you may not use the
advertising identifier for creating user profiles for advertising purposes or for
targeting users with interest-based advertising. Allowed activities include
contextual advertising, frequency capping, conversion tracking, reporting and
security and fraud detection.
€ Transparency to users.

The collection and use of the advertising identifier

and commitment to these terms must be disclosed to users in a legally
adequate privacy notification.
€ Abiding by the terms of use.

The advertising identifier may only be used in

accordance with these terms, including by any party that you may share it with
in the course of your business. Beginning August 1st 2014, all updates and
new apps uploaded to the Play Store must use the advertising ID (when
available on a device) in lieu of any other device identifiers for any advertising
purposes.

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Policy Enforcement
In the event that your app is removed from Google Play, you will receive an email
notification to that effect. If you have any questions or concerns regarding a removal or a
rating/comment from a user, you may contact us at
http://support.google.com/googleplay/android-developer Serious or repeated violations of
.
the Developer Distribution Agreement or this Content Policy will result in account
termination. Repeated infringement of intellectual property rights, including copyright, will
also result in account termination. For more information on Googl&s copyright policies,
please see here.

Goo gle Privacy & Terms Help

ruruted States

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