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GeneXus Marketplace Developer Registration and Distribution Agreement

Definitions

GeneXus: GeneXus S.A., a Uruguayan company with principal place of business at Av. Italia 6201. Parque Tecnológico, Edificio Los Pinos – Planta Alta, Montevideo, CP 11500, Uruguay.

Developer or You: any person or company who is registered to develop Products for publication and distribution on the Marketplace in accordance with the terms of this Agreement.

Developer Account: A publishing account issued to Developers that enables the distribution of Products via the Marketplace.

Buyer: any person or company who purchases a Product from a Developer using the Marketplace.

GeneXus: a software product owned and distributed by GeneXus. For the purposes of this Agreement, any mention of GeneXus shall be interpreted as including any other software product owned and distributed or provided as service by GeneXus and its affiliates, including but not limited to, products such as GeneXus Server, GXflow, GXquery, GXplorer, and GXportal.

Marketplace: The GeneXus Marketplace site operated by GeneXus, where Developers can publish Products for direct distribution to users of GeneXus.

Payment Processor(s): Any party authorized by GeneXus to provide payment processing services that enable Developers with optional Payment Accounts to charge GeneXus users for Products distributed via the Marketplace.

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 Marketplace. In order to use the Marketplace payments processing services, 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 Marketplace.

Products: Software, content and digital materials created for use in connection with GeneXus and distributed via the Marketplace.

1          Introduction

1.1 The Marketplace is a publicly available site on which Developers can distribute Products for GeneXus. In order to distribute Products on the Marketplace, 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 Your use of the Marketplace to distribute Products is governed by a legal agreement between you and GeneXus consisting of the GeneXus Marketplace Developer Program Policies (found at http://marketplace.genexus.com/programpolicies.aspx) and this GeneXus Marketplace Developer Registration and Distribution Agreement (found at http://marketplace.genexus.com/developeragreement.aspx) (together, the "Agreement"). In order to use the Marketplace 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 publish Products on the Marketplace if you do not accept this Agreement.

2.2 You may not use the Marketplace and may not enter into this Agreement if you are (a) not of legal age to form a binding contract with GeneXus, or (b) a person or entity barred from using GeneXus software under the laws of Uruguay or other countries including the country in which you are resident or from which you use the GeneXus software.

2.3 You represent and warrant that you have full power, capacity, and authority to accept this Agreement. 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.

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 Marketplace). 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 Marketplace, then the terms of this Agreement shall supersede your Payment Account terms and condition for Products sold via the Marketplace.

3.2 You may set the price for your Products in the currencies permitted by the Payment Processor. The Marketplace 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.

3.3 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. The remainder (sales price less Transaction Fee) will be remitted to your Payment Account. The "Transaction Fee" is set forth at http://marketplace.genexus.com/fees.aspx and may be revised by GeneXus from time to time.

3.4 For any transaction in which both the Developer and the Buyer operate from Uruguay, the Uruguay Value Added Tax will be added to the sales price to be paid by the Buyer. You are still responsible for issuing an appropriate invoice to the Buyer and remitting taxes to the taxing authority, in accordance to local laws and regulations.

3.5 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, provided the full version is also sold via the Marketplace. 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 Marketplace. 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 Marketplace must be processed by the Marketplace's Payment Processor.

4          Refunds

4.1 The Payment Processor's standard terms and conditions regarding refunds will apply.

5          Taxes

5.1 You are responsible for determining if a Product is taxable and the applicable tax rate, if any, for each taxing jurisdiction where Products are sold, as well as remitting taxes to the appropriate taxing authority. Any VAT, sales tax, service tax, business tax, turnover tax, IVA, ISS or any similar tax levied on you in the country where you are registered for tax purposes, or the country of the Buyer, is solely your responsibility. You agree that GeneXus is not liable to you or anyone else to pay any of the aforementioned taxes in addition to the revenue share GeneXus remits to your Payment Account in accordance with Sections 3.3 and 3.4. You are solely liable for issuing any VAT, tax or similar invoice as may be required by applicable laws.

5.2 You are responsible for all taxes (including, but not limited to, taxes based upon your income) or levies imposed on you under applicable laws, regulations and tax treaties as a result of any contract and any payments hereunder.

5.3 In the event that a withholding tax or similar tax, including any advance tax, is payable, GeneXus or any operator, billing aggregator or any other party involved with the billing arrangements for the sale of your Product in the Marketplace shall be entitled to deduct the withholding tax or similar tax from the payment relating to your Product as required under applicable laws, regulations and tax treaties. Upon formal written request from you, furnished to GeneXus’s mailing address provided herein in Section 23.9, GeneXus will furnish evidence of taxes withheld by GeneXus, or GeneXus shall take reasonable actions as determined by GeneXus to obtain and furnish evidence of taxes withheld by other parties involved with the billing arrangements in order to enable you to obtain any credits available to you.

5.4 You indemnify and hold GeneXus, and any operator, billing aggregator or any other party involved with the billing arrangements for your Product harmless against all claims by any tax authority for any underpayment of withholding tax or similar tax including advance tax, penalties and interest.

6          Product Support

6.1 You will be solely responsible for support and maintenance of your Products and any complaints about your Products. The Marketplace will provide a way for users to contact you for customer support purposes.

6.2 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 $20 (twenty united states dollars) may be automatically charged back to the Developer, in addition to any handling fees charged by the Payment Processor. Chargeback requests for Products $20 or more will be handled in accordance with the Payment Processor's standard policy.

7          Reinstalls

7.1 Users are allowed unlimited reinstalls of each Product distributed via the Marketplace, provided however that if you remove a Product(s) from the Marketplace pursuant to clauses (i), (ii), (iii) or (iv) of Section 15.1, such Product(s) shall be removed from all portions of the Marketplace and users shall no longer have a right or ability to reinstall the affected Products.

8          Use of the Marketplace by You

8.1 Except for the license rights granted by you in Section 9 below, GeneXus 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 products.

8.2 You agree to use the Marketplace 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 relevant countries).

8.3 You agree that if you use the Marketplace 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 govern your use of such information.

8.4 Prohibited Actions.

8.4.1 You agree that you will not engage in any activity with the Marketplace, including the development or publication of Products or other materials, that violates the GeneXus Marketplace Developer Program Policies, or that:

A.      knowingly violates a third party's terms of service, or

B.      violates any applicable laws or regulations, or

C.      interferes with, disrupts, damages, harms, or accesses in an unauthorized manner the machines, hardware, devices, servers, networks, data, or other properties or services of any third party including, but not limited to, GeneXus users, GeneXus or any network operator, or

D.      creates a spammy user experience, whether by posting repetitive content or misleading information about a Product's purpose, or

E.       infringes on the intellectual property rights of others, or

F.       enables the unauthorized download of streaming content or media, or

G.     displays (via text, images, video, or other media) or links to:

I.        illegal content, or

II.      invasions of personal privacy or violations of the right of publicity, or

III.    content that interferes with the functioning of any servers, networks, or services of other parties, or

IV.    promotions of hate or incitement of violence, or

V.      violations of intellectual property rights, including patent, copyright, trademark, trade secret, or other proprietary right of any party, or

VI.    pornography, obscenity, nudity, or sexual activity.

8.4.2 You agree not to access (or attempt to access) the Marketplace by any means other than through the interface that is provided by GeneXus, unless you have been specifically allowed to do so in a separate agreement with GeneXus.

8.4.3 You may not divert users or provide links to any other site that mimics the Marketplace or passes itself off as the Marketplace.

8.4.4 You may not use customer information obtained from your use of the Marketplace to sell or distribute Products outside the Marketplace.

8.4.5 Non-Compete. You may not use the Marketplace to distribute or make available any Product whose primary purpose is to facilitate the distribution of Products outside of the Marketplace.

8.5 You agree that you are solely responsible for (and that GeneXus has no responsibility to you or to any third party for) any Products you distribute through the Marketplace and for the consequences of your actions (including any loss or damage which GeneXus may suffer) by doing so.

8.6 You agree that you are solely responsible for (and that GeneXus 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 GeneXus or any third party may suffer) of any such breach.

8.7 Product Ratings. The Marketplace 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 Marketplace with higher rated Products generally given better placement, subject to GeneXus's ability to change placement at GeneXus's sole discretion. The Marketplace 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 GeneXus's sole discretion. For new Developers without Product history, GeneXus may use or publish performance measurements such as uninstall and/or refund rates to identify or remove Products that are not meeting acceptable standards, as determined by GeneXus. GeneXus reserves the right to display Products to users in a manner that will be determined at GeneXus's sole discretion.

8.8 Marketing Your Product. You will be responsible for uploading your Products to the Marketplace, providing required Product information to users, and accurately disclosing the security permissions necessary for the Product to function on user computers. Products that are not properly uploaded will not be published in the Marketplace.

8.9 Restricted Content. Any Product you distribute on the Marketplace must adhere to the GeneXus Marketplace Developer Program Policies located at http://marketplace.genexus.com/programpolicies.aspx .

8.10 Communication. GeneXus may send communications to you from time to time. Such communications may be in the form of phone calls, emails, text messages or other forms of commercially available communication tools. The subject matter of these communications may include, but not be limited to, marketing materials, technical information, device support, and updates and/or changes regarding your participation in the Marketplace. By agreeing to this Agreement, you consent that GeneXus may provide you with such communications.

9          License Grants

9.1 You grant to GeneXus and its affiliates a worldwide, nonexclusive, and royalty-free license to: (a) host, link to, copy, translate, publicly perform, publicly display, test, distribute and otherwise use the Products and any content contained in, accessed by, or transmitted through the Products according to the publishing options selected by you on the Product upload page of the Marketplace and (b) copy, perform, display, and use the Product for administrative and demonstration purposes in connection with the operation and marketing of the Marketplace.

9.2 GeneXus 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 GeneXus. After termination of this Agreement, GeneXus will not distribute your Product, but may retain and use copies of the Product for support of the Marketplace and the GeneXus platform.

9.3 You grant to the user a non-exclusive, worldwide, and perpetual license to perform, display, and use the Product on the computer, and any content contained in, accessed by, or transmitted through the Product. 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. GeneXus is not responsible for any violation of any terms between you and end users of Marketplace or your Product.

9.4 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 and any content contained in, accessed by, or transmitted through 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.

9.5 Except for the license rights granted in this Agreement, (a) you retain all rights in the Products; and (b) each party retains all rights it would have independent of this Agreement, including rights under the U.S. Copyright Act or analogous laws in other jurisdictions. GeneXus acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under this Agreement in or to any content that you submit, post, transmit or display on, or through, the Products, including any intellectual property rights which subsist in that content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with GeneXus, you agree that you are responsible for protecting and enforcing those rights and that GeneXus has no obligation to do so on your behalf.

10     Brand Features and Publicity

10.1 "Brand Features" means the trade names, trademarks, 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.

10.2 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 GeneXus and its affiliates a limited, non-exclusive license during the term of this Agreement to display Developer Brand Features, submitted by Developer to GeneXus, for use solely online or, within GeneXus, or on mobile devices and in either case solely in connection with the distribution and sale of Developer's Product through the Marketplace, or to otherwise fulfill its obligations under this Agreement. If Developer discontinues the distribution of specific Products on the Marketplace, GeneXus will cease use of the discontinued Products' Brand Features pursuant to this Section 10.2, except as necessary to allow GeneXus to effectuate Section 7.1. Nothing in this Agreement gives Developer a right to use any of GeneXus's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.

10.3 Publicity. In addition to the license granted in 10.2 above, for purposes of marketing the presence, distribution and sale of the Developer's Product in the Marketplace, the Marketplace, and GeneXus products and services, GeneXus and its affiliates may include Developer Brand Features, screenshots, videos, and demonstrations of your Products and any content contained in, accessed by, or transmitted through the Products: (i) within the Marketplace, GeneXus, and in any GeneXus-owned online or mobile properties; (ii) in online or mobile communications outside the Marketplace when mentioned along with other Marketplace Products; (iii) when making announcements of the availability of the Product online or on mobile devices; (iv) in presentations, marketing materials, marketing events, developer events, financial reports, website listings (including links to your website), press releases; and (v) in customer lists which appear either online or on mobile devices (which includes, without limitation, customer lists posted on GeneXus websites). If Developer discontinues the distribution of specific Products on the Marketplace, GeneXus will cease use of the discontinued Products' Brand Features for such marketing purposes.

11     Selection for Availability

11.1 You understand and agree that GeneXus may determine in its sole discretion that your Product does not comply with the submission documentation and Product requirements then in effect, or reject your Product for distribution for any reason even if it meets the submission documentation and Productrequirements. You further understand and agree that if your Product is selected for distribution via the Marketplace, GeneXus may, in its sole discretion, remove your Product at any time and for any reason.

11.2 GeneXus, the Payment Processor and any network operators enabling or featuring the Marketplace shall not be responsible for any costs, expenses, damages, losses (including without limitation lost business opportunities or lost profits) or other liabilities you may incur as a result of developing your Product or use of the Marketplace, including without limitation the fact that your Product may not be selected for distribution via the Marketplace, is removed from distribution via the Marketplace, or if GeneXus discontinues the Marketplace. You will be solely responsible for developing Products that are safe, free of defects in design and operation, and comply with applicable laws and regulations. You will be solely responsible for any documentation, customer support and warranty obligations for Marketplace end users. The fact that GeneXus may have reviewed, tested, approved or selected your Product will not relieve you of these obligations and will not subject GeneXus to responsibility or liability for your Product.

12     Marketplace Availability

12.1 GeneXus reserves the right, in its sole discretion, to change, improve and correct the Marketplace. The Marketplace may not be available during maintenance breaks and other times.

12.2 GeneXus may also decide to discontinue the Marketplace or any part thereof in its sole discretion. In such case you will be provided a prior notification.

13     Confidentiality

13.1 You may, in your sole discretion, provide GeneXus with comments, information or other feedback regarding GeneXus products, internet services or this Marketplace, which GeneXus may freely use to improve or enhance its products, services or this Marketplace without obligation of  confidentiality or compensation to you.

13.2 You agree that all information disclosed by GeneXus to you that relates to the Marketplace or GeneXus’s products, designs, business plans, business opportunities, finances, research, development, know-how, personnel, or third-party confidential information, will be considered and referred to collectively as “Confidential Information.” Confidential Information, however, does not include: (i) information that GeneXus makes generally available to the public; (ii) information that you can demonstrate to have had rightfully in your possession prior to disclosure to you by GeneXus; (iii) information that is independently developed by you without the use of any Confidential Information; or (iv) information that you rightfully obtain from a third party who has been given the right to transfer or disclose it by GeneXus. You agree not to disclose, publish, or disseminate Confidential Information to anyone other than those individuals who have an existing Developer Account. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information. You agree not to use Confidential Information otherwise for your own or any third party’s benefit without the prior written approval of an authorized representative of GeneXus in each instance. You further agree that despite any other confidentiality agreements you may have between you and GeneXus, GeneXus will not be responsible for keeping confidential any information you submit to GeneXus for consideration through the use of the Marketplace.

13.3 You acknowledge that GeneXus develops its own Products and services and works with many developers and publishers who develop their own Products. Some of GeneXus’s or its publisher partners’ Products may be similar to or compete with your Products, either now or sometime in the future. GeneXus cannot agree, and expressly disclaims, any confidentiality obligations or use restrictions, express or implied, with respect to any information that you may provide in connection with this Agreement or the Marketplace, including information included in or with your Product.

14     Privacy and Information

14.1 In order to continually improve the Marketplace, GeneXus may collect certain usage statistics from the Marketplace, including but not limited to, information about how Product, GeneXus and the overall Marketplace are being used. Data collected, including your personal data obtained through use of the Marketplace, is maintained in accordance with the Marketplace Privacy Policy (found at http://marketplace.genexus.com/privacypolicy.aspx ).

15     Product Takedowns

15.1 Your Takedowns. You may remove your Products from future distribution via the Marketplace 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 Marketplace, including but not limited to refund requirements. Removing your Products from future distribution via the Marketplace does not (a) affect the license rights of users who have previously purchased or downloaded your Products, (b) remove your Products from computers, hardware or other devices, or from any part of the Marketplace 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 GeneXus maintain on any portion of the Marketplace (including, without limitation, the part of the Marketplace where previously purchased or downloaded applications are stored on behalf of users) any Product that you have removed from the Marketplace and provided written notice to GeneXus 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 Marketplace pursuant to clauses (i), (ii), (iii) or (iv) of this Section 15.1, and an end user purchased such Product within a year before the date of takedown, at GeneXus'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.

15.2 GeneXus Review and Takedowns. While GeneXus is not obligated to monitor the Products or their content, GeneXus may at any time review or test your Products and their source code for compliance with this Agreement, the GeneXus Marketplace Developer Program Policies, and any other applicable terms, obligations, laws, or regulations, and may use automated means to conduct such review. GeneXus retains the right to refuse to include a Product on the Marketplace in its sole discretion. You may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Marketplace, or as part of your continued use of the services. You agree that any information you give to GeneXus will always be accurate, correct and up to date. As part of the specification for your Product, GeneXus may ask that you include in the file for your Product information such as your name and email address. GeneXus may use this information when featuring the Product in our directory or for other uses. If GeneXus 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; (b) violates any applicable law or is subject to an injunction; (c) is pornographic, obscene or otherwise violates GeneXus's hosting policies or other terms of service as may be updated by GeneXus from time to time in its sole discretion; (d) is being published or distributed by you improperly; (e) may create liability for GeneXus or any third party; (f) is deemed by GeneXus to have a virus or is deemed to be malware, spyware or have an adverse impact on GeneXus's or a third party's network; (g) violates the terms of this Agreement or the GeneXus Marketplace Developer Program Policies; or (h) the display of the Product is impacting the integrity of GeneXus servers (i.e., users are unable to access such content or otherwise experience difficulty), GeneXus may prevent the Product from being made available in the Marketplace, remove the Product from the Marketplace, remotely disable or remove the Product from user systems or devices, or flag, filter, modify related materials (including but not limited to descriptions, screenshots, or metadata), or reclassify the Product at its sole discretion. GeneXus reserves the right to suspend or bar any Product from the Marketplace at its sole discretion.

15.3 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 GeneXus, all amounts received, plus any associated fees (i.e. chargebacks and payment transaction fees), and (ii) GeneXus may, at its sole discretion, withhold from your future sales the amount in subsection (i) above.

15.4 From time to time, GeneXus may check for available updates to Products, including but not limited to bug fixes or enhanced functionality. If you upload an update for your Product to the Marketplace, you agree that such update will be automatically requested, downloaded, and installed without further notice to you. GeneXus makes no guarantees regarding the timing of such updates. For the avoidance of doubt, updates to Products are subject to the same terms and conditions as the Products, including without limitation Section 15.2 of this Agreement (GeneXus Review and Takedowns).

16     Your Developer Credentials

16.1 You agree that you are responsible for maintaining the confidentiality of any developer credentials that may be issued to you by GeneXus or which you may choose yourself and that you will be solely responsible for all products that are developed or published under your developer credentials.

16.2 GeneXus may limit the number of Developer Accounts issued to you or to the company or organization you work for.

16.3 GeneXus may limit the number of Products that you or the company or organization you work for may publish to the Marketplace.

16.4 GeneXus, at its sole discretion, may suspend or terminate your right to publish Products on the Marketplace for any reason, including but not limited to: (a) violation of the Agreement or the GeneXus Marketplace Developer Program Policies, or (b) infringement upon any intellectual property rights, including copyright.

17     Terminating this Agreement

17.1 This Agreement will continue to apply until terminated by either you or GeneXus as set out below.

17.2 If you want to terminate this Agreement, you must provide GeneXus with thirty (30) days prior written notice (unless this Agreement terminates under Section 21.1) and cease your use of any relevant developer credentials.

17.3 GeneXus may at any time, terminate this Agreement with you if:

A.      you have breached any provision of this Agreement; or

B.      GeneXus is required to do so by law; or

C.      you cease being an authorized Developer; or

D.      GeneXus decides to no longer provide the Marketplace.

18     DISCLAIMER OF WARRANTIES

18.1 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.

18.2 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.

18.3 GeneXus 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.

19     LIMITATION OF LIABILITY

19.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT GeneXus, 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 GeneXus OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

20     Indemnification

20.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless GeneXus, 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.

20.2 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless the applicable Payment Processors (which may include GeneXus 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 Marketplace.

21     Changes to the Agreement

21.1 GeneXus may make changes to this Agreement at any time by sending the Developer notice by email describing the modifications made. GeneXus will also post a notification on the Marketplace 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) or 7 days after the posting of the notification if you continue to use the Marketplace services. Pre-existing Developers will show their acceptance of the modified Agreement by going to the Marketplace site and accepting the modified Agreement. GeneXus reserves the right to suspend the distribution of your Products until you agree to the modified Agreement. In the event that you do not agree with the modifications, then you must terminate your use of the Marketplace, which will be your sole and exclusive remedy.

21.2 Nothing in this Section shall affect GeneXus’s rights under Sections 16 or 17.

22     Open Source Software

22.1 If your Product includes any Open Source Software, you warrant that you comply with all applicable Open Source Software license terms. Furthermore, you warrant that you will not use any Open Source Software in such a way that would cause the non-Open Source Software portions of the Marketplace, or any other GeneXus software or the software of any Payment Processor or any network operators enabling or featuring the Marketplace to be subject to any Open Source Software license terms.

23     General Legal Terms

23.1 Except as expressly stated in this Agreement, it constitutes the whole legal agreement between you and GeneXus and governs your use of the Marketplace, and completely replaces any prior agreements between you and GeneXus in relation to the Marketplace. The GeneXus Marketplace Developer Registration and Distribution Agreement, GeneXus Marketplace Developer Program Policies, GeneXus Marketplace Terms of Service, and GeneXus Conditions of Use shall take precedence in that order in the event of a conflict between them, to the extent of such conflict.

23.2 You agree that if GeneXus does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which GeneXus has the benefit of under any applicable law), this will not be taken to be a formal waiver of GeneXus's rights and that those rights or remedies will still be available to GeneXus.

23.3  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.

23.4 The parties acknowledge that other than the contractual relationship established by this Agreement, this Agreement will not be construed as creating any other relationship, or agency, partnership, employment, joint venture, fiduciary duty, or franchise, or any other form of legal association between you and GeneXus.

23.5 You acknowledge and agree that each member of the group of companies of which GeneXus 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.

23.6 EXPORT RESTRICTIONS. PRODUCTS ON THE MARKETPLACE MAY BE SUBJECT TO 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.

23.7 The rights granted in this Agreement may not be assigned or transferred by either you or GeneXus without the prior written approval of the other party. Neither you nor GeneXus shall be permitted to delegate their responsibilities or obligations under this Agreement without the prior written approval of the other party.

23.8 This Agreement, and your relationship with GeneXus under this Agreement, shall be governed by the laws of Uruguay without regard to its conflict of laws provisions. You and GeneXus agree to submit to the exclusive jurisdiction of the courts located within Montevideo, Uruguay to resolve any legal matter arising from this Agreement. Notwithstanding this, you agree that GeneXus shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

23.9 Notices. Any notices relating to this Agreement shall be in writing. Notices will be deemed given by GeneXus when sent to you at the email address or mailing address you provided during registration as a Developer. You consent to receive notices by email and agree that any such notices that GeneXus sends you electronically by email will satisfy any legal communication requirements. You may change your email address by updating your registration data that you provided during registration. You may provide notices under this Agreement to GeneXus in writing at the following address: Av. Italia 6201. Parque Tecnológico, Edificio Los Pinos – Planta Alta, Montevideo, CP 11500, Uruguay.

23.10 The obligations in Sections 9, 10.2 (solely as necessary to permit GeneXus to effectuate Section 7.1), 13.2, 18, 19, 20, and 23 will survive any expiration or termination of this Agreement.

Last updated: March 11, 2011

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