1. Who this agreement is between

This Developer Agreement is between Zenith Hosting Pty Ltd (ACN 700 289 596; ABN 47 700 289 596), of New South Wales, Australia (Zenith, we, us), and the person accepting through the signed-in Zenith account, unless a legal entity is expressly identified and recorded by Zenith as the contracting developer (Developer, you).

You accept this agreement by selecting the agreement checkbox and continuing through the app submission or claim flow. Unless that entity is recorded as the contracting developer, you accept in your own capacity. If an entity is recorded, the individual accepting personally warrants their authority to bind it and the truth of the authority statements they make, and remains responsible for their own fraudulent or unauthorised representations. This does not make an authorised representative personally liable for all of the entity's obligations. Recording an entity later does not retrospectively release existing obligations; any substitution of the contracting developer requires Zenith's written agreement. A repository or organisation display name alone does not substitute a contracting entity. You must be at least 18 and legally capable of entering this agreement. Acceptance is recorded against your signed-in Zenith account and the relevant App.

This agreement governs submitting software, claiming an existing catalogue listing, managing an approved listing and participating in developer revenue sharing. An App is the software project and listing identified in your submission or claim. Acceptance establishes the start date described in section 5. It does not itself approve publication, establish ownership or authorise release of payments before verification.

Our general Terms of Service also apply. For developer matters, this agreement prevails over conflicting general Terms, including their liability, amendment, dispute and entire-agreement provisions. A separate written agreement expressly agreed by Zenith and you for an App prevails over this agreement to the extent of a conflict. Existing accrued rights under that agreement are not extinguished by accepting this one. Our Privacy Policy explains how we handle personal information.

2. Your authority and responsibilities to other contributors

Each time you submit or claim an App, you represent and warrant that:

You own the relevant rights or have all permissions and authority needed to submit or claim the App, manage its listing, and grant the rights described here.
You are authorised to enter the commercial arrangement for the App and designate the recipient of the entire developer share payable under it. You have obtained any consents required from co-owners, employers, organisations or other people with relevant rights.
Receiving that share will not breach another agreement or another person's rights. You have disclosed any known competing claim or restriction affecting your authority or the payment recipient.
Information and evidence you provide are accurate and not misleading, and you will promptly tell us if your authority changes or is disputed.

Being a contributor, maintainer, repository administrator or GitHub organisation member does not, by itself, establish authority to receive the App's developer share. Permission under an open-source licence to distribute software does not, by itself, establish authority to represent its owners or receive payments on their behalf.

You are responsible for agreeing, accounting for and paying any amounts owed to co-maintainers, contributors, owners, employees or other stakeholders out of the share you receive. Zenith does not determine or administer those internal allocations and does not undertake to pay each stakeholder separately.

Subject to applicable law, payment to the verified recipient you validly designate satisfies our corresponding payment obligation to you. This does not bind someone who has not authorised you, establish that person's lack of entitlement, or excuse payment contrary to a known legal restriction. Nothing here transfers ownership of an App to you merely because you submit or claim it.

3. Verification, approval and account access

We may require proportionate evidence of identity, authority and payment entitlement before approving a submission or claim, granting management access or releasing payments. This may include confirmation from the owning organisation or relevant rights holders. GitHub sign-in is evidence of account access, not conclusive evidence of commercial authority.

We may decline a submission or claim for reasonable legal, security, technical or commercial reasons. Submission is not publication, and an existing public listing does not give its claimant an automatic right to control it or receive historic revenue.

Keep your contact and beneficiary information current and protect your account. You must not transfer management rights or change the beneficiary to bypass verification. We may require fresh verification and acceptance by a new Developer before a transfer takes effect. A transfer does not retrospectively reallocate earned revenue unless the affected parties validly agree and Zenith confirms the arrangement.

4. Software, listing materials and licences

You retain your rights in the App and the materials you provide. You grant Zenith a non-exclusive, worldwide licence, for the purposes of this arrangement, to use, reproduce, display and reasonably adapt your submitted descriptions, screenshots, logos and other listing materials to assess, list, market and operate the App on Zenith. We may allow our service providers to exercise these rights only to support those purposes. You confirm you can grant them.

Software remains governed by its applicable licence. You must identify that licence and any material restrictions accurately. This agreement does not override third-party licences, remove attribution obligations or grant rights you do not hold. If hosting, distribution or technical adaptation needs additional permission, it must be agreed before that activity occurs.

Do not submit malicious code, misleading materials, credentials, confidential information or personal data you are not authorised to share. Promptly notify us of known material security issues or rights disputes affecting the App. Any maintenance or support commitment beyond this agreement must be separately agreed; we do not promise that every submission will be supported or published.

5. Eligible revenue and the developer share

Unless a separate written agreement provides otherwise, your rate is 30% of Eligible Base Revenue. For an App identified in your acceptance, your eligibility starts when you accept this agreement and its App-specific authority declaration. For an App added later, eligibility starts when you accept that App's declaration under this agreement. Renewed acceptance of updated terms does not reset an existing start date.

There is one aggregate developer share for each eligible customer payment for an App, initially 30%, not a separate share for each maintainer, account or claimant. Unless Zenith expressly agrees otherwise in writing, that share is payable through one verified designated beneficiary. Additional acceptances, claims or accounts do not increase the aggregate share or create duplicate payment obligations. A competing valid claim concerns entitlement to the existing share and is handled under section 7; accepting first does not establish superior ownership or authority.

If Zenith later supports payment allocations to multiple beneficiaries, any allocations divide that same aggregate share and do not increase it. This does not promise that split payments are currently available. Changes to the aggregate rate remain subject to section 8 or an expressly agreed written arrangement.

Your entitlement depends on actually having the authority represented in section 2. We may verify that authority before releasing payments. Once a valid claim is verified, we calculate the share from the acceptance start date, including eligible collections during verification; verification does not create a later start date. An invalid or unauthorised claim creates no entitlement. If an App is not yet offered for sale, acceptance creates no revenue where no eligible customer payments have been collected. We will record the start date, Developer, recipient and rate and make them available to you.

Eligible Base Revenue means money Zenith actually collects on or after that start date and before participation ends for the separately identifiable base subscription price of the App through the standard Zenith catalogue offering, after customer discounts, excluding:

GST, VAT, sales taxes and similar amounts collected for tax authorities;
amounts refunded, credited back or reversed, including chargebacks; and
the excluded revenue described below.

Collection occurs when a customer payment is successfully received by Zenith or by its payment processor on Zenith's behalf, measured before payment-processing fees. A payment authorisation alone is not collection. A later transfer from the processor to Zenith's bank account does not change the collection date or applicable rate. Refunds, reversals and payment disputes remain subject to the adjustments and holds in this agreement.

Unpaid invoices, failed payments, free trials and free usage do not generate a share. A pending payment dispute permits a hold on the corresponding share, not permanent forfeiture: if Zenith retains or recovers the payment when the dispute resolves, the share becomes payable at the rate applicable to the original collection. If the payment is lost or reversed, no share is owed on that amount. We do not pass dispute or chargeback fees on to you as an additional deduction. We do not deduct Zenith's infrastructure costs, operating expenses or payment-processing fees from Eligible Base Revenue. A customer credit or refund reduces the calculation only once.

Excluded revenue is all revenue from separately charged Zenith platform services, extras and add-ons, including additional storage, encryption in transit, custom backups, bring-your-own-key services (BYOK), single sign-on (SSO), increased compute, AI gateways and other platform upgrades. Revenue under a separately negotiated enterprise agreement between Zenith and a client involving hosting of the App is also excluded, unless Zenith expressly agrees in writing to share that revenue. These exclusions describe categories of revenue; they do not promise that a particular feature or service is available.

For a bundle, only its disclosed base-App component is eligible. We will make any allocation reasonably and consistently and will not relabel an existing base-App charge solely to avoid an otherwise payable share.

For example, if a customer pays $20 in eligible base-App charges and $10 for an excluded platform add-on, the share at 30% is $6, before any applicable tax treatment of your payment. The currencies in this example are illustrative.

The share is earned when Zenith collects the eligible customer payment, subject to the refund and reversal adjustments in this agreement. The rate applicable at collection governs that payment, including an annual prepayment. Later rate changes do not reduce that earned share. Unless separately agreed in writing, no share is due for revenue collected before the acceptance start date, even if the App was already listed or you previously contributed to it.

6. Statements, payment and tax

We will consolidate revenue and provide a statement at least once each calendar quarter, showing the relevant base revenue, applicable rate, adjustments, carried-forward balance and amount payable. Calendar quarters end on 31 March, 30 June, 30 September and 31 December. Statements may be delivered electronically, including by email. This agreement does not promise an automated reporting dashboard or a particular payment-provider integration.

Subject to the payout suspensions and reserves in section 7, we will pay your accumulated undisputed payable balance within 30 days after quarter-end if it is at least US$50 at that quarter-end and we have the identity, tax and payment information reasonably needed to make lawful payment. We may pay more frequently or below the threshold at our discretion without changing the normal schedule. A balance below US$50 carries forward without forfeiture until the threshold is reached, subject to the final-payment provision in section 9 and applicable law.

If missing information prevents payment, we will explain what is needed and pay an otherwise due balance within 30 days after it is supplied and verified, subject to a lawful hold under section 7. During participation, amounts released from any hold or reserve under section 7 are included in the settlement for the calendar quarter in which they are released and paid within 30 days after that quarter ends, subject to the US$50 accumulated-balance threshold and required payment information. Release does not change the original collection date or applicable rate. After termination, the release and final-payment deadlines in section 9 apply instead.

We will disclose the settlement currency and any necessary currency-conversion method when you accept for the App. If settlement is in another currency, the US$50 threshold is assessed using that disclosed method at quarter-end. We will not impose an undisclosed conversion markup or payout fee. Your bank or receiving provider may impose its own charges.

You are responsible for taxes on your income and for supplying legally required tax documentation. We may withhold amounts required by law and will provide the relevant details. If GST or a similar tax is legally payable on your supply to Zenith, we will pay it in addition to the share against a valid tax invoice or other legally permitted documentation.

Tell us promptly if a statement appears wrong. We will investigate and correct substantiated errors; failing to object within a short period does not automatically forfeit earned amounts. Records are evidence of calculations, not conclusive proof that an error cannot exist.

If an eligible payment is later refunded or reversed, the corresponding developer share is an overpayment. An amount paid twice, calculated in error, obtained through fraud or paid to you without valid entitlement is also an overpayment to the extent you were not entitled to receive it. A later rate reduction does not create an overpayment or change the rate used to calculate a reversal.

You must repay an established overpayment within 30 days after our written demand identifying the affected payments, amount, calculation and basis for recovery. You may promptly provide evidence that the demand is incorrect, and we will review it in good faith and correct any error. Suspicion alone does not establish a repayment debt, though it may justify a hold under section 7. If entitlement remains genuinely disputed, we may maintain a justified hold while pursuing agreement or a binding determination.

To the extent permitted by law, we may deduct an established overpayment from amounts otherwise payable to you under this agreement, including future developer shares, and apply amounts held under section 7 against it. We will identify each deduction in your statement and reduce the remaining debt accordingly. We will not recover the same amount twice or add infrastructure, processing or dispute fees excluded by section 5. This provision does not authorise debiting your bank account. Repayment obligations survive termination.

7. Payout suspensions, reserves and competing claims

You authorise Zenith to pause, delay or withhold payouts, place a reserve against amounts otherwise payable, and restrict affected account or App management access where we reasonably suspect or have reasonable grounds to anticipate:

fraud, unlawful activity, artificial transactions or manipulation of revenue sharing;
an account compromise, false or incomplete information, or an unauthorised beneficiary change;
lack of authority to represent an App or receive its revenue, or a competing ownership or payment claim;
refunds, reversals, chargebacks or payment disputes affecting the balance;
a material breach affecting payment entitlement or a failure to provide information reasonably required to verify identity, authority, tax status or lawful payment; or
a legal, sanctions, regulatory, court, bank or payment-provider restriction affecting payment.

We may act immediately, without advance notice and before suspected wrongdoing is conclusively established. A hold may apply to an individual payment, an App's balance, or the entire unpaid account balance where the risk concerns the whole account or we cannot reasonably isolate the affected amount. Reserves may cover a fixed amount or a proportion of current and future developer shares, limited to the exposure reasonably connected to the identified risk. We will not reserve unrelated sums merely because a dispute exists. A reserve does not add fees or deductions excluded by section 5.

These rights override the ordinary quarterly payout deadlines and apply even after the payout threshold has been reached or participation has ended. A payout properly withheld under this section is not overdue merely because the ordinary payment date has passed. Closing an account, withdrawing a claim or ending this agreement does not require release of an otherwise justified hold.

You must cooperate with reasonable requests for evidence or clarification. We may continue a hold while reasonably necessary to investigate, verify entitlement, await a relevant dispute outcome, cover an identified refund or reversal exposure, or comply with a binding restriction. We will assess the amount and duration against the particular risk, review continuing holds at reasonable intervals, and reduce or release them as the grounds cease to apply. We may retain a justified hold after receiving your response if the risk remains unresolved.

Where lawful and reasonably practicable, we will notify you promptly of the hold, its general reason, scope and any steps you can take to resolve it, including an expected duration or release conditions where known. We may withhold details or delay notice where disclosure is legally prohibited or would reasonably compromise security, fraud detection, an investigation or another person's confidential information. You may request review by contacting [email protected]. We are not required to disclose confidential detection methods.

Unaffected amounts remain payable on the normal schedule. Released amounts are paid under section 6 or, after termination, section 9. No interest is payable on a properly held balance unless applicable law requires otherwise. A hold or reserve does not itself forfeit earned revenue or permit Zenith to retain it permanently. We may apply held amounts only to adjustments or liabilities established under this agreement or applicable law, without double recovery.

We are not required to adjudicate ownership or contributors' internal allocations. We may require reliable evidence of entitlement, a valid settlement between the affected parties, a binding determination or a court direction before paying genuinely disputed amounts. We may use an available court process to determine their proper disposition and will comply with binding legal requirements. Any recovery of money already paid must have a contractual or legal basis; a later unsupported allegation alone does not establish an overpayment.

8. Changes to rates and this agreement

Zenith may revise this agreement and the revenue-sharing programme, including the rate and eligibility conditions for higher rates, for reasonable business, operational, legal or security reasons.

For a materially adverse change, including a reduced share or narrower eligible revenue, we will give at least 14 days' advance notice by email to your registered address, stating the change and effective date. We may also display a notice in the dashboard. Minor or nominal changes that do not materially disadvantage you, such as correcting errors, clarifying wording without reducing rights, or updating contact details, may take effect on posting or on shorter notice. Higher rates or other favourable changes may also take effect immediately or sooner as stated in the notice. We will identify the effective date and update the version. A reduced rate or narrower eligible revenue is treated as materially adverse even if the numerical change is small; related changes are assessed together rather than split to avoid notice. We will make reasonable efforts to tell you about new opportunities to qualify for a higher rate; no particular increase is guaranteed.

An urgent change needed to comply with law or address an active security threat may take effect sooner, only to the extent reasonably necessary. We will explain it and give as much notice as reasonably practicable. Ordinary commercial rate reductions do not qualify for this exception.

You may reject a materially adverse change by notifying us before it takes effect and ending participation without an exit fee on or before that date. Continued participation after the notified effective date constitutes acceptance where permitted by law; we will seek express acceptance where required. Merely collecting an existing balance, obtaining prior statements or resolving a dispute is not acceptance of new commercial terms.

Changes apply prospectively and do not reduce or forfeit shares already earned under the previously applicable terms. We will retain prior versions and make your applicable version available on request.

9. Ending participation and existing customers

Either party may end participation for an App or this agreement for any reason on 14 days' written notice, without an exit fee. Zenith may use this right to discontinue an App or the programme for commercial or operational reasons. We may suspend or end participation immediately where reasonably necessary because of fraud, lack of authority, a serious security or legal risk, or a material breach. For a breach that can be remedied without unacceptable risk, we will ordinarily give notice and a reasonable opportunity to remedy it first.

Once participation ends, no share is earned on subsequent collections unless a separate written agreement provides otherwise. Amounts earned before the effective end date remain payable under sections 5–7, even if not yet paid. Termination does not erase a legitimate claim or permit withholding unrelated amounts. We will pay the final undisputed balance within 30 days after the end of the calendar quarter in which participation ends, even if it is below US$50, provided the required payment information is verified. An amount held under section 7 remains protected and will be paid within 30 days after the hold is resolved and payment information is verified, without a threshold. Refund and reversal adjustments continue to apply. We will not use termination retrospectively to avoid an earned share.

We may stop offering new deployments of the App. Existing customer deployments may continue to the extent permitted by the applicable software licence and customer agreements. Ending this agreement does not revoke rights Zenith independently holds under an open-source licence. Your listing-material licence ends except as reasonably needed to identify and support existing deployments, retain legal records or complete an orderly removal; it does not permit new unrelated marketing.

Payment, adjustment, dispute, indemnity and liability provisions survive to the extent needed to settle matters arising during participation.

10. Responsibility for claims

To the extent permitted by law, you indemnify Zenith against third-party claims and the resulting reasonable losses, liabilities and legal costs to the extent caused by your breach of section 2, your failure to distribute amounts you owe to other stakeholders, or infringement by materials you supplied in breach of section 4.

This indemnity does not cover loss to the extent caused by Zenith's own breach, negligence, fraud or wilful misconduct. Zenith must notify you promptly of a claim, take reasonable steps to mitigate loss, and allow you a reasonable opportunity to participate in its defence. A delay in notice reduces your responsibility only to the extent it prejudices your defence. Neither party may agree a settlement imposing an admission, payment or other obligation on the other without that party's consent, not to be unreasonably withheld. There is no double recovery for the same loss.

11. Disclaimers and limits of liability

To the maximum extent permitted by law, the developer programme is provided as available. We do not guarantee publication, sales volumes, income, uninterrupted availability or commercial success. These disclaimers do not remove our express payment obligations or rights that cannot lawfully be excluded.

To the maximum extent permitted by applicable law, Zenith is not liable for indirect, consequential, incidental, special, exemplary or punitive damages arising out of or in connection with this agreement or the developer programme, including resulting loss of anticipated profits, business opportunities, goodwill or data, even if advised of their possibility. Ordinary direct damages are subject to the aggregate cap below.

To the maximum extent permitted by applicable law, Zenith's total aggregate liability under or in connection with this agreement is limited to the greater of (a) US$500 and (b) the total developer shares paid or payable to you under this agreement during the 12 months immediately preceding the first event giving rise to a claim. If participation has lasted less than 12 months, the calculation runs from its start. The cap is one aggregate limit across all Apps and claims under this agreement, not a separate limit per App, claimant account, event or legal theory. A later claim does not reset the measurement period or replenish the cap. Amounts denominated in other currencies are converted using the settlement conversion method disclosed under section 6.

These exclusions and limits apply to claims in contract, tort (including negligence), statute or otherwise. They also protect Zenith's officers, employees, contractors and suppliers acting in connection with the programme; any liability of those persons and Zenith is subject to the same combined aggregate limit. Those persons may enforce this section notwithstanding section 12's general rule concerning third-party rights.

The exclusions and cap do not cancel or limit Zenith's obligation to pay developer shares actually earned and payable under this agreement, or prevent a claim to recover those amounts. Those payment obligations remain subject to the agreed calculation, adjustment, threshold and lawful hold provisions. They do not count against or exhaust the damages cap.

Nothing in this agreement excludes, restricts or modifies liability or a right or remedy that cannot lawfully be excluded, restricted or modified under applicable law, including liability for fraud, wilful misconduct or other conduct to the extent exclusion or limitation is prohibited by applicable law. Where liability cannot lawfully be excluded but may lawfully be limited, these limitations apply only to the extent permitted by that law.

12. Notices, disputes and general provisions

Send notices or disputes to [email protected]. We will use your registered email for formal notices. Keep it current. A change notice must identify its effective date; silently updating this document is not a substitute for the notice required by section 8.

Before commencing ordinary proceedings, the parties will attempt in good faith to resolve a dispute for 30 days after written notice describing it and the requested outcome. This does not prevent urgent relief, protective filings needed to preserve a limitation period, or exercising a non-excludable right.

This agreement and developer-related disputes are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws rules. To the extent permitted by applicable law, the parties submit to the exclusive jurisdiction of the state courts located in Delaware and the United States federal courts located in Delaware that have subject-matter jurisdiction. The general Terms' compulsory arbitration, class-action waiver and shortened claim period do not apply to disputes under this agreement. This choice of law and venue does not remove mandatory rights or jurisdictional protections that applicable law does not permit the parties to exclude.

This agreement does not create a partnership, employment relationship, joint venture or authority for either party to bind the other. A revenue share is a contractual payment arrangement and does not create equity in Zenith.

You may not assign this agreement without our written consent, not to be unreasonably withheld where the proposed successor establishes the necessary authority and accepts the obligations. Zenith may assign it as part of a genuine business transfer if the successor assumes its obligations and the transfer does not materially reduce your rights; we will notify you.

If a provision is unenforceable, it is severed to the extent necessary and the remainder continues where legally possible. Failure to enforce a provision immediately is not a waiver. Except for the persons expressly protected by section 11, no person who is not a party gains a contractual right under this agreement, but this does not remove any independent rights they already hold.

This agreement, the applicable general Terms and any expressly agreed App-specific written terms form the agreement for this subject. Amendments must follow section 8 or be expressly agreed in writing by both parties.

Zenith Developer Agreement