Terms and Conditions for Joget Marketplace Contributors
By signing up to contribute Content to the Joget Marketplace as a contributor, you agree to comply with the Joget Marketplace Terms of Service and these Terms and Conditions for Joget Marketplace Contributors (these “Contributor Terms”). In the event of any conflict between the Joget Marketplace Terms of Service and these Contributor Terms, these Contributor Terms shall govern with respect to your access to and use of the Joget Marketplace as a contributor. Any capitalized terms used but not defined herein have the meanings given in the Joget Marketplace Terms of Service.
1. ACCEPTANCE OF CONTRIBUTOR TERMS; APPROVAL
1.1 These Contributor Terms constitute a legally binding contract between Joget and you in relation to your use of the Joget Marketplace to distribute Content to end users (“Users”). By signing up to contribute Content to the Joget Marketplace, you accept these Contributor Terms and agree to provide and maintain complete and accurate information. If you are agreeing to be bound by these Contributor Terms on behalf of your company, employer, or other entity, you represent and warrant that you have full legal authority to bind your company or employer or such entity to these Contributor Terms. If you do not have the requisite authority, you may not accept these Contributor Terms or use the Joget Marketplace on behalf of your company or employer or any other entity. 1.2 Once you sign up to be a contributor, we will contact you to verify your information and will determine whether you are approved to distribute Content to Users on the Joget Marketplace. We may require you to provide us with additional information prior to making any determination. Any determination made by us will be in our sole and absolute discretion and is final and binding. For clarity, you are not authorized to use the Joget Marketplace to contribute, publish, offer, or distribute any Content unless and until we have expressly notified you that your registration to become a contributor to the Joget Marketplace has been approved.
2. AUTHORIZATION AND LICENSES
2.1 Where you have been approved as a contributor to the Joget Marketplace, you expressly authorize Joget to publish, offer, distribute, and otherwise make available your Content on the Joget Marketplace. Accordingly, and without limiting the foregoing, you grant to Joget a non-exclusive, worldwide, royalty-free license to reproduce, perform, display, analyze, and otherwise use your Content in connection with: (i) the operation, marketing, and promotion of the Joget Marketplace; (ii) the provision of hosting services to you and on your behalf to allow for the storage of and User access to your Content; (iii) making improvements to the Joget Marketplace and other Joget Workflow-related products and services; and (iv) verifying your compliance with these Contributor Terms.
2.2 In addition, you grant to each User who purchases, downloads, or otherwise gets your Content through the Joget Marketplace a non-exclusive, worldwide, and perpetual license to reproduce, run, install, perform, display, and otherwise use such Content for its permitted purposes. If you choose, you may include separate Additional Terms with your Content that will apply to the User’s use of that Content, and to the extent that such Additional Terms conflict with these Contributor Terms, the Additional Terms will govern only with respect to use of that Content. You acknowledge that any Additional Terms are solely between you and the User. Notwithstanding anything herein or in any Additional Terms to the contrary, Joget will not be responsible for, and will not have any liability whatsoever under, any Additional Terms.
2.3 Except for the license rights granted by you in these Contributor Terms, Joget agrees that it obtains no right, title, or interest from you (or your licensors) hereunder in or to any of your Content, including any intellectual property rights in your Content.
3. YOUR ACCESS AND USE
3.1 You agree to use the Joget Marketplace only for purposes that are permitted by these Contributor Terms and the Joget Marketplace Terms of Service, and any applicable law, regulation, and/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). You agree to not engage in any activity with the Joget Marketplace, including making your Content available on the Joget Marketplace, that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of Joget, any User, or any other third party.
3.2 You acknowledge and agree that you will be fully responsible and liable for your Content (including, without limitation, any Content that violates these Contributor Terms or the rights of Joget, any User, or any other third party). Your Content violates these Contributor Terms, and is prohibited from the Joget Marketplace, if it:
- constitutes, or is likely to constitute, an infringement, misappropriation, or other violation of the intellectual property or other proprietary rights of any third party;
- contains, stores, or transmits any virus, malware, ransomware, Trojan horse, worm, or other malicious code;
- sends or transmits any “spam” or unsolicited messages to any User or third party;
- facilitates or promotes any illegal activities;
- misleads Users by impersonating or falsely implying a relationship or endorsement by someone else (e.g., another contributor, developer, company, or entity);
- contains or promotes any harmful or inappropriate information, content, or material, as determined in our sole and absolute discretion; or
- violates, or facilitates or encourages any conduct that would be in violation of, any applicable laws or regulations.
3.3 You are responsible for providing required Content information and support to Users, and accurately disclosing the permissions necessary for the Content to function on User hardware and devices. You acknowledge and agree that Users will be instructed to contact you concerning any defects or performance issues in your Content. As between you and Joget, you will be solely responsible, and Joget will have no responsibility, for undertaking the support and maintenance of your Content and handling any complaints about your Content. You agree to supply and maintain valid and accurate contact information to be displayed in your Content’s detail page and made available to Users for customer support and legal purposes.
3.4 In making your Content available through the Joget Marketplace, you agree to protect the privacy and legal rights of Users. If Users provide you with, or your Content accesses or uses, usernames, passwords, or other login information or personal information, you agree to make the Users aware that the information will be available to you and your Content, and you agree to provide legally adequate privacy notices and protection for those Users. Further, you may only use that information for the limited purposes for which the User has given you permission to do so. If your Content stores personal or sensitive information provided by Users, you agree to do so securely and only for as long as it is needed.
3.5 By submitting, publishing, offering, or distributing any Content on the Joget Marketplace, you represent and warrant: (i) that you have all necessary consents, permissions, authorizations, and other rights (including, without limitation, all intellectual property and proprietary rights) to do so; and (ii) that you will comply worldwide with all applicable laws and regulations.
3.6 The Joget Marketplace allows Users to rate and review Content. Accordingly, you acknowledge and agree that your Content may be subject to User ratings and reviews to which You may not agree. If you have a concern regarding such ratings and reviews, you may report it to us by sending an email to email@example.com.
4. MARKETING AND BRAND FEATURES
Subject to the terms and conditions herein, you grant to Joget and its affiliates a limited, non-exclusive, royalty-free license to display your trademarks, trade names, service marks, logos, domain names, and other distinctive brand features (“Brand Features”), as submitted by you to Joget, for use within the Joget Marketplace and solely in connection with the distribution and sale of your Content via the Joget Marketplace or to otherwise fulfill our obligations or exercise our rights under these Contributor Terms. The foregoing license includes the right to use, reproduce, and display your Brand Features for purposes of marketing and promoting the presence, distribution, and sale of your Content via the Joget Marketplace. You will retain ownership of all right, title, and interest, including, without limitation, all intellectual property rights, in and to your Brand Features, and except to the limited extent expressly provided in these Contributor Terms, Joget does not acquire any right, title, or interest in or to any of your Brand Features.
5. PRICING, PAYMENTS, AND TAXES
5.1 Users may access and download Content free of charge or for a fee. Your Content will be displayed and offered to Users at prices you establish in your sole discretion. We may display prices for your Content to Users in their native currency, but we will not be responsible to you for the accuracy of currency rates or currency conversion.
5.2 Acting as your agent, and with you acting as a principal, Joget will be the merchant of record for all Content sold through the Joget Marketplace and will (or will have its third-party payment processor) process all purchases and payments made by Users on your behalf. If we believe that any applicable federal, state, or local sales, use, value added, goods and services, or other similar transaction taxes (“Taxes”) may be owed by you or Joget on the sale of your Content, you grant us permission to include any such Taxes in the price charged to Users. The price you set for your Content will determine the amount of payment you will receive. A portion of the sales price charged to Users, as disclosed to you by Joget and as may be amended by Joget from time to time upon notice to you (the “Revenue Share”), will be retained by Joget. The remainder (i.e., the sales price less Revenue Share, Taxes (if any), and any other service charges or fees disclosed to you in advance) will be remitted to you, provided, that we may deduct, withhold, or set off from such payment any outstanding amounts or charges that you owe to us. Notwithstanding any of the foregoing, you at all times remain solely responsible and liable for providing, distributing, supporting, and maintaining your Content to and for Users.
5.3 You authorize Joget to give Users refunds on purchases of your Content to the extent we determine they are eligible or as otherwise required under applicable law, and you agree that we may deduct the amount of any such refunds from payments to you. User refunds may be exclusive of Taxes previously charged to Users for Content purchases.
6. CONTENT TAKEDOWNS
6.1 You may remove your Content from future distribution on the Joget Marketplace at any time upon thirty (30) days’ written notice to us, provided, that you comply with these Contributor Terms prior to removal and reasonably cooperate with any instructions or guidelines that we provide in regards to such removal. Removing your Content from future distribution on the Joget Marketplace does not: (i) affect the rights of Users who have previously purchased or downloaded your Content; (ii) remove your Content from hardware or devices or from any part of the Joget Marketplace or our networks or systems where previously purchased or downloaded Content is stored on behalf of Users; or (iii) change your obligation to deliver or support your Content or associated services that have been previously purchased or downloaded by Users.
6.2 We do not undertake any obligation to monitor any Content that you contribute to the Joget Marketplace. If we become aware and determine in our sole discretion that any Content or any portion thereof: (i) constitutes an actual or alleged infringement, misappropriation, or other violation of the intellectual property or proprietary rights of any third party; (ii) violates the privacy rights of any User or third party; (iii) violates any applicable law; (iv) violates these Contributor Terms or any other applicable Joget policies; or (v) creates potential liability for, or may have an adverse impact on, Joget, any User, or any other third party; then, we may remove, reject, disable, suspend, or otherwise limit the availability of such Content on or from the Joget Marketplace. Without limiting the foregoing, we expressly reserve the right to suspend and/or bar any Content and/or any contributor from the Joget Marketplace. If your Content is removed, rejected, disable, or suspended from the Joget Marketplace pursuant to this Section 6.2, then we may withhold any and all payments due to you hereunder.
Without limiting our termination rights under the Joget Marketplace Terms of Service, we may terminate your access to and use of the Joget Marketplace as a contributor as follows: (i) for any reason on thirty (30) days’ written notice; (ii) if you commit a breach of any of these Contributor Terms; (iii) if you are cease being an authorized contributor or are otherwise no longer a contributor in good standing with us; (iv) if any of your Content poses a potential risk for economic, reputational, or security-related harm to us, any User, or any other third party; (v) if we are required to do so by law; or (vi) if we cease providing the Joget Marketplace. If you wish to terminate your access to and use of the Joget Marketplace as a contributor, you may do so by providing us with thirty (30) days’ written notice, provided, that you unpublish and remove all of your Content and cease all use of the Joget Marketplace and your Account. Upon any termination, you will no longer have access to the Joget Marketplace and your Account will be closed.
Without limiting your indemnification obligations under the Joget Marketplace Terms of Service, you agree to indemnify and hold Joget and its officers, directors, owners, employees, contractors, and agents (collectively, the “Joget Parties”) harmless from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including attorneys' fees and costs) arising out of or relating to: (i) your use of the Joget Marketplace; (ii) your violation of any of these Contributor Terms; (iii) your Content, including, without limitation, any claims that your Content infringes, misappropriates, or otherwise violates the intellectual property or proprietary rights of any third party; (iv) any personal injury or property damages caused by or resulting from your Content and/or your acts and omissions; or (v) your relationship or transactions with any User.
9. ADDITIONAL DISCLAIMERS
WITHOUT LIMITING ANY DISCLAIMERS OR LIMITATIONS OF LIABILITY UNDER THE JOGET MARKETPLACE TERMS OF SERVICE, AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT THE JOGET PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING ANY OF THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT THE JOGET MARKETPLACE IS PROVIDED “AS-IS”, “WHERE-IS” AND “WITH ALL FAULTS”, AND ANY USE THEREOF IS AT YOUR OWN DISCRETION AND RISK.
10. EXPORT CONTROL
CONTENT ON THE JOGET MARKETPLACE MAY BE SUBJECT TO UNITED STATES’ AND OTHER JURISDICTIONS’ EXPORT CONTROL AND SANCTIONS LAWS AND REGULATIONS. YOU AGREE TO COMPLY WITH ALL EXPORT CONTROL AND SANCTIONS LAWS AND REGULATIONS THAT APPLY TO YOUR DISTRIBUTION OR USE OF CONTENT, INCLUDING, BUT NOT LIMITED TO: (I) THE EXPORT ADMINISTRATION REGULATIONS MAINTAINED BY THE U.S. DEPARTMENT OF COMMERCE; (II) TRADE AND ECONOMIC SANCTIONS MAINTAINED BY THE U.S. TREASURY DEPARTMENT'S OFFICE OF FOREIGN ASSETS CONTROL; AND (III) THE INTERNATIONAL TRAFFIC IN ARMS REGULATIONS MAINTAINED BY THE U.S. DEPARTMENT OF STATE. THESE LAWS AND REGULATIONS INCLUDE RESTRICTIONS ON DESTINATIONS, USERS, AND END USE.
11. DISPUTE RESOLUTION AND MISCELLANEOUS
The “Arbitration and Dispute Resolution Agreement” and “Miscellaneous” sections of the Joget Marketplace Terms of Service shall apply to these Contributor Terms and are incorporated herein as though set forth in full.
12. CHANGES TO THESE CONTRIBUTOR TERMS
We may change these Contributor Terms at any time, and all such changes are effective immediately upon notice, which we may give by any means, including, but not limited to, by sending an email to the email address that we have on file for you or posting a revised version of these Contributor Terms or other notice on the Joget Marketplace. You should view these Contributor Terms often to stay informed of changes that may affect you. Your continued use of the Joget Marketplace constitutes your continuing agreement to be bound by these Contributor Terms, as amended from time to time.
Last Updated: March 10, 2021