GeneXus Marketplace Developer Registration and
Artech Consultores S.R.L., a Uruguayan company with principal place
of business at Av. Italia 6201. Parque Tecnológico, Edificio Los Pinos – Planta
Alta, Montevideo, CP 11500, Uruguay.
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.
Account: A publishing account issued to
Developers that enables the distribution of Products via the Marketplace.
any person or company who purchases a Product from a Developer
using the Marketplace.
a software product owned and distributed by Artech. 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 Artech and its affiliates, including but not limited to, products
such as GeneXus Server, GXflow, GXquery, GXplorer, and GXportal.
The GeneXus Marketplace site operated by Artech, where Developers
can publish Products for direct distribution to users of GeneXus.
Processor(s): Any party authorized by Artech to
provide payment processing services that enable Developers with optional
Payment Accounts to charge GeneXus users for Products distributed via the
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.
Software, content and digital materials created for use in
connection with GeneXus and distributed via the Marketplace.
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.
If you want to charge a fee for your Products, you must
also acquire and maintain a valid Payment Account from an authorized Payment
Accepting this Agreement
Your use of the Marketplace to distribute Products is
governed by a legal agreement between you and Artech 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.
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
Artech, 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.
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.
Pricing and Payments
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.
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 Artech 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
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
The Payment Processor's standard terms and conditions
regarding refunds will apply.
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 Artech is not liable to you or anyone else to pay any of the aforementioned
taxes in addition to the revenue share Artech 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.
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.
In the event that a withholding tax or similar tax,
including any advance tax, is payable, Artech 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 Artech’s mailing address provided herein
in Section 23.9, Artech will
furnish evidence of taxes withheld by Artech, or Artech shall take reasonable
actions as determined by Artech 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.
You indemnify and hold Artech, 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
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
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
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.
Use of the Marketplace by You
Except for the license rights granted by you in Section
9 below, Artech 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.
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
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
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:
knowingly violates a third party's terms of
violates any applicable laws or regulations, or
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, Artech or any network operator, or
creates a spammy user experience, whether by
posting repetitive content or misleading information about a Product's purpose,
infringes on the intellectual property rights of
enables the unauthorized download of streaming
content or media, or
displays (via text, images, video, or other
media) or links to:
illegal content, or
invasions of personal privacy or violations of
the right of publicity, or
content that interferes with the functioning of
any servers, networks, or services of other parties, or
promotions of hate or incitement of violence, or
violations of intellectual property rights,
including patent, copyright, trademark, trade secret, or other proprietary
right of any party, or
pornography, obscenity, nudity, or sexual activity.
You agree not to access (or attempt to access) the Marketplace by
any means other than through the interface that is provided by Artech, unless
you have been specifically allowed to do so in a separate agreement with
You may not divert users or provide links to any other site that
mimics the Marketplace or passes itself off as the Marketplace.
You may not use customer information obtained from your use of the Marketplace
to sell or distribute Products outside the Marketplace.
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.
You agree that you are solely responsible for (and that
Artech 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 Artech may suffer) by doing so.
You agree that you are solely responsible for (and that
Artech 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 Artech or any third party may suffer) of
any such breach.
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 Artech's ability to
change placement at Artech'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 Artech's sole discretion.
For new Developers without Product history, Artech 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 Artech.
Artech reserves the right to display Products to users in a manner that will be
determined at Artech's sole discretion.
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.
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
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 Artech may provide
you with such communications.
You grant to Artech 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.
Artech 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 Artech. After termination of this Agreement, Artech
will not distribute your Product, but may retain and use copies of the Product
for support of the Marketplace and the GeneXus platform.
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. Artech is not responsible for any violation of any terms
between you and end users of Marketplace or your Product.
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.
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.
Artech 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 Artech, you agree
that you are responsible for protecting and enforcing those rights and that
Artech has no obligation to do so on your behalf.
Brand Features and Publicity
"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 Artech and its affiliates a limited, non-exclusive license during the term
of this Agreement to display Developer Brand Features, submitted by Developer
to Artech, 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, Artech will cease use of the discontinued
Products' Brand Features pursuant to this Section
10.2, except as necessary to allow Artech to
effectuate Section 7.1. Nothing
in this Agreement gives Developer a right to use any of Artech's trade names,
trademarks, service marks, logos, domain names, or other distinctive brand
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, Artech 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
Artech-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 Artech websites). If Developer
discontinues the distribution of specific Products on the Marketplace, Artech
will cease use of the discontinued Products' Brand Features for such marketing
Selection for Availability
You understand and agree that Artech 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, Artech may, in its sole
discretion, remove your Product at any time and for any reason.
Artech, 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 Artech
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 Artech may have reviewed, tested, approved or selected
your Product will not relieve you of these obligations and will not subject
Artech to responsibility or liability for your Product.
Artech 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.
Artech may also decide to discontinue the Marketplace
or any part thereof in its sole discretion. In such case you will be provided a
You may, in your sole discretion, provide Artech with
comments, information or other feedback regarding Artech products, internet
services or this Marketplace, which Artech 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 Artech to you that relates to the Marketplace or Artech’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
Artech 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 Artech; (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 Artech. 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 Artech in each instance. You
further agree that despite any other confidentiality agreements you may have
between you and Artech, Artech will not be responsible for keeping confidential
any information you submit to Artech for consideration through the use of the
13.3 You acknowledge that Artech develops
its own Products and services and works with many developers and publishers who
develop their own Products. Some of Artech’s or its publisher partners’ Products
may be similar to or compete with your Products, either now or sometime in the
future. Artech 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.
Privacy and Information
In order to continually improve the Marketplace, Artech
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
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 Artech 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
Artech 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 Artech'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.
Review and Takedowns. While Artech is not obligated
to monitor the Products or their content, Artech 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. Artech 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 Artech will always be
accurate, correct and up to date. As part of the specification for your Product,
Artech may ask that you include in the file for your Product information such
as your name and email address. Artech may use this information when featuring
the Product in our directory or for other uses. If Artech 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 Artech's hosting policies or other terms of service as may
be updated by Artech from time to time in its sole discretion; (d) is being
published or distributed by you improperly; (e) may create liability for Artech
or any third party; (f) is deemed by Artech to have a virus or is deemed to be
malware, spyware or have an adverse impact on Artech'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 Artech servers (i.e., users are unable to access such content or
otherwise experience difficulty), Artech 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. Artech
reserves the right to suspend or bar any Product from the Marketplace at its
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
Artech, all amounts received, plus any associated fees (i.e. chargebacks and
payment transaction fees), and (ii) Artech may, at its sole discretion,
withhold from your future sales the amount in subsection (i) above.
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. Artech 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 (Artech Review and Takedowns).
Your Developer Credentials
You agree that you are responsible for maintaining the
confidentiality of any developer credentials that may be issued to you by
Artech or which you may choose yourself and that you will be solely responsible
for all products that are developed or published under your developer
Artech may limit the number of Developer Accounts
issued to you or to the company or organization you work for.
may limit the number of Products that you or the company or organization you
work for may publish to the Marketplace.
Artech, 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.
Terminating this Agreement
This Agreement will continue to apply until terminated
by either you or Artech as set out below.
If you want to terminate this Agreement, you must
provide Artech with thirty (30) days prior written notice (unless this
Agreement terminates under Section
21.1) and cease your use of any relevant
Artech may at any time, terminate this Agreement with
you have breached any provision of this
Artech is required to do so by law; or
you cease being an authorized Developer; or
Artech decides to no longer provide the Marketplace.
DISCLAIMER OF WARRANTIES
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.
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.
ARTECH 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.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ARTECH, 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 ARTECH OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF
OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
To the maximum extent permitted by law, you agree to
defend, indemnify and hold harmless Artech, 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.
To the maximum extent permitted by law, you agree to
defend, indemnify and hold harmless the applicable Payment Processors (which
may include Artech 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.
Changes to the Agreement
21.1 Artech may
make changes to this Agreement at any time by sending the Developer notice by
email describing the modifications made. Artech 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. Artech 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.
Nothing in this Section shall affect Artech’s rights
under Sections 16 or 17.
Open Source Software
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 Artech 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.
General Legal Terms
Except as expressly stated in this Agreement, it
constitutes the whole legal agreement between you and Artech and governs your
use of the Marketplace, and completely replaces any prior agreements between
you and Artech 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.
You agree that if Artech does not exercise or enforce
any legal right or remedy which is contained in this Agreement (or which Artech
has the benefit of under any applicable law), this will not be taken to be a
formal waiver of Artech's rights and that those rights or remedies will still
be available to Artech.
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.
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 Artech.
You acknowledge and agree that each member of the group
of companies of which Artech 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.
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
The rights granted in this Agreement may not be
assigned or transferred by either you or Artech without the prior written
approval of the other party. Neither you nor Artech shall be permitted to
delegate their responsibilities or obligations under this Agreement without the
prior written approval of the other party.
This Agreement, and your relationship with Artech under
this Agreement, shall be governed by the laws of Uruguay without regard to its
conflict of laws provisions. You and Artech 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 Artech
shall still be allowed to apply for injunctive remedies (or an equivalent type
of urgent legal relief) in any jurisdiction.
Any notices relating to this Agreement shall be in writing. Notices
will be deemed given by Artech 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 Artech 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 Artech
in writing at the following address: Av. Italia 6201. Parque
Tecnológico, Edificio Los Pinos – Planta Alta, Montevideo, CP 11500, Uruguay.
The obligations in Sections
10.2 (solely as necessary to permit Artech
to effectuate Section 7.1), 13.2,
23 will survive any expiration or
termination of this Agreement.
Last updated: March 11, 2011