ImpressPages: ImpressPages UAB, Naugarduko 3, Vilnius, Lithuania.
Device: Any device that can access the Marketplace, as defined herein.
Marketplace: The marketplace ImpressPages has created and operates which allows registered Authors to distribute Add-ons directly to users of Devices.
Author or You: Any person or company who is registered and approved by the Marketplace to distribute Add-ons in accordance with the terms of this Agreement.
Author Account: A publishing account issued to Authors that enables the distribution of Add-ons via the Marketplace.
1.1 The Marketplace is a site on which Authors can publish and distribute Add-ons. Author must acquire and maintain a valid Author Account.
2. Accepting this Agreement
2.1 This agreement ("Agreement") forms a legally binding contract between you and ImpressPages in relation to your use of the Marketplace to distribute Add-ons.
2.2 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 Marketplace on behalf of your employer or other entity.
2.3 You may not distribute Add-ons on the Marketplace if you do not accept this Agreement.
3. Pricing and Payments.
3.1 The price You set for Add-ons will determine the amount of payment You will receive. A Transaction Fee, as defined below, will be charged on the sales price. The remainder (sales price less Transaction Fee) will be remitted to you.
3.2 The Transaction Fee will be set on per Add-on basis at ImpressPages's sole discretion. Author can see the actual Transaction Fee when submitting new Add-on to the Marketplace.
3.3 Author is responsible for determining if a Product is taxable and collecting appropriate taxes. Author is responsible for remitting taxes to the appropriate taxing authority.
3.4 You may distribute Add-ons for free. Free means there are no charges or fees of any kind for use of the Product.
3.5 You authorize ImpressPages to give the buyer a full refund of the Product if the buyer has the right to refund according to the ImpressPages License or the policy of payment processor chosen.
3.6 You will be solely responsible for support and maintenance of your Add-ons and any complaints about your Add-ons. Your contact information will be displayed in each application detail page and made available to users for customer support purposes.
4. Use of the Marketplace by You
4.1 You agree to use the Marketplace only for purposes that are permitted by any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.
4.2 You agree that if you use the Marketplace to distribute Add-ons, 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 govern your use of such information.
4.3 You agree that you will not engage in any activity with the Marketplace, including the development or distribution of Add-ons, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party. You may not use customer information obtained from the Marketplace to sell or distribute Add-ons outside of the Marketplace.
4.4 You may not use the Marketplace to distribute or make available any Product whose primary purpose is to facilitate the distribution of software outside of the Marketplace.
4.5 You agree that you are solely responsible for (and that ImpressPages has no responsibility to you or to any third party for) any Add-ons you distribute through the Marketplace and for the consequences of your actions (including any loss or damage which ImpressPages may suffer) by doing so.
4.6 You agree that you are solely responsible for (and that ImpressPages 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 ImpressPages or any third party may suffer) of any such breach.
4.7 You may remove Add-ons from future distribution via the Marketplace at any time, but it doesn’t affect already sold Add-ons in any way. Removing your Add-ons from future distribution does not change your obligations (like support) to Add-ons already sold. ImpressPages may remove the Product from the Marketplace or reclassify the Product at its sole discretion. ImpressPages reserves the right to suspend and/or bar any Author from the Marketplace at its sole discretion.
4.8 You agree that you are responsible for maintaining the confidentiality of any Author credentials that may be issued to you by ImpressPages or which you may choose yourself and that you will be solely responsible for all applications that are developed under your Author credentials.
5. License Grants
5.1 You grant to ImpressPages a nonexclusive, worldwide, and royalty-free license to: copy, perform, display, and use the Add-ons for administrative and demonstration purposes in connection with the operation and Marketplaceing of the Marketplace and to use the Add-ons.
5.2 You grant to ImpressPages a nonexclusive, worldwide and royalty-free license to distribute the Add-ons.
5.3 After termination of this Agreement, ImpressPages will not distribute your Product, but may retain and use copies of the Product for support of the Marketplace.
5.4 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 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 Marketplace 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.
5.5 Nothing in this Agreement gives Author a right to use any of ImpressPages's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
6. Terminating this Agreement
6.1 This Agreement will continue to apply until terminated by either you or ImpressPages as set out below.
6.2 If you want to terminate this Agreement, you must terminate your Author Account using Marketplaces interface.
6.3 ImpressPages may at any time, terminate this Agreement with you if:
(A) you have breached any provision of this Agreement; or
(B) ImpressPages is required to do so by law; or
(C) you cease being an authorized Author; or
(D) ImpressPages decides to no longer provide the Marketplace.
7. DISCLAIMER OF WARRANTIES
7.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE MARKETPLACE IS AT YOUR SOLE RISK AND THAT THE MARKETPLACE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.
7.2 YOUR USE OF THE MARKETPLACE AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MARKETPLACE 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.
7.3 IMPRESSPAGES 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 NON-INFRINGEMENT.
8. LIMITATION OF LIABILITY
8.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT IMPRESSPAGES, 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 IMPRESSPAGES OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
9.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless ImpressPages, its affiliates and their respective 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 (a) your use of the Marketplace 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.
10. Changes to the Agreement
10.1 ImpressPages may make changes to this Agreement at any time by sending the Author notice by email. The changes will become effective in 30 (thirty) days and will be deemed accepted by the Author, if the Author doesn’t terminate his account in that time.
11. General Legal Terms
11.1 This Agreement constitutes the whole legal agreement between you and ImpressPages and governs your use of the Marketplace, and completely replaces any prior agreements between you and ImpressPages in relation to the Marketplace.
11.2 You agree that if ImpressPages does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which ImpressPages has the benefit of under any applicable law), this will not be taken to be a formal waiver of ImpressPages's rights and that those rights or remedies will still be available to ImpressPages.
11.3 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.
11.4 The rights granted in this Agreement may not be assigned or transferred by either you or ImpressPages without the prior written approval of the other party. Neither you nor ImpressPages shall be permitted to delegate their responsibilities or obligations under this Agreement without the prior written approval of the other party.
11.5 This Agreement, and your relationship with ImpressPages under this Agreement, shall be governed by the laws of Lithuania.
15.8 The obligations in Sections 5, 4.7, 7, 8, 9, 11 will survive any expiration or termination of this Agreement.