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GeneXus Marketplace Terms of Service

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.

You: any person or company who uses the Marketplace to view, buy, and or download Products, in accordance with the terms of these terms of service.

Developer: any person or company who is registered to develop Products for publication and distribution on the Marketplace.

GeneXus: a software product owned and distributed by GeneXus. For the purposes of these Terms, 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.

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

1          Introduction

1.1 The GeneXus Marketplace (“Marketplace”) is owned and operated by GeneXus. Your use of GeneXus Marketplace is governed by a legal agreement between you and GeneXus consisting of these GeneXus Marketplace Terms of Service (found at http://marketplace.genexus.com/developers/termsofservice.aspx) and the GeneXus Marketplace Refund Policy (found at http://marketplace.genexus.com/developers/refunds.aspx), together called the “Terms”.

1.2 Developers are subject to additional and specific terms of service, namely the GeneXus Marketplace Developer Program Policies (found at http://marketplace.genexus.com/programpolicies.aspx) and the GeneXus Marketplace Developer Registration and Distribution Agreement (found at http://marketplace.genexus.com/developeragreement.aspx).

1.3 GeneXus Marketplace may be accessed from its website, using any available browser. In addition, GeneXus itself may show and or navigate the Marketplace content using its embedded browser, and provide other functionalities based on services provided by the Marketplace. You agree that these activities are also governed by these Terms.

1.4 You may use GeneXus Marketplace to browse, locate, and download Products (defined as data files, applications, written text, and software in general), which are intended to extend or complement the features offered by GeneXus.

1.5 Some of these Products may be offered by GeneXus while others may be made available by third-parties not affiliated with GeneXus. You agree that GeneXus is not responsible for any Product on the Marketplace that originates from a source other than GeneXus. A product offered by any individual or organization, even when it happens to be an GeneXus employee or affiliated person or entity, shall not be considered as being offered by GeneXus, unless it is explicitly stated.

1.6 Additionally, some Products may be made available to you at no charge while other Products may be purchased for a fee. You agree that you are solely responsible for all fees associated with purchases you make on the Marketplace.

1.7 You accept the Terms by either (1) clicking to agree or accept where these options are presented to you, or (2) actually using the GeneXus Marketplace application or web service.

1.8 In order to use GeneXus Marketplace you must be 18 years of age or older. On using the service you warrant that you have legal capacity to enter into the agreement.

2          GeneXus’s Provision of GeneXus Marketplace

2.1 You agree that GeneXus may stop (permanently or temporarily) providing the Marketplace (or any features within the Marketplace) to you or to users generally at GeneXus’s sole discretion, without prior notice to you.

2.2 You agree that if GeneXus disables access to your account, you may be prevented from accessing the Marketplace, your account details or any files or other Products that are stored with your account.

2.3 GeneXus may make available to you various payment processing methods to facilitate the purchase of Products from the Marketplace. You agree to abide by any relevant Terms of Service or other legal agreement, whether with GeneXus or a third party, that governs your use of a given payment processing method. You agree that GeneXus reserves the right to add or remove payment processing methods at its sole discretion and without notice to you.

3          Your Use of GeneXus Marketplace

3.1 In order to access certain services in the Marketplace, you may be required to provide information about yourself such as your name, address, and billing details. You agree that any such information you provide to GeneXus will always be accurate, correct and up to date.

3.2 You agree to use the Marketplace only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. You agree to comply with all local laws and regulations regarding the download, installation and/or use of the Products.

3.3 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. You specifically agree not to access (or attempt to access) the Marketplace through any automated means (including use of scripts, crawlers or similar technologies from time to time) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Marketplace website.

3.4 You agree that you will not engage in any activity that interferes with or disrupts the Marketplace (or the servers and networks which are connected to the Marketplace). You agree that you will not use any of the Products found on the Marketplace in a way that interferes or disrupts any servers, networks, or websites operated by GeneXus or any third-party.

3.5 Unless you have been specifically permitted to do so in a separate agreement with GeneXus, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Marketplace for any purpose.

3.6 You agree that you are solely responsible for (and that GeneXus has no responsibility to you or to any third party for) your use of the Marketplace or any Products, any breach of your obligations under the Terms, and for the consequences (including loss or damage of any kind which GeneXus may suffer) of any such breach.

3.7 You agree to comply with any and all applicable tax laws, including the reporting and payment of any taxes arising in connection with your use of the Marketplace or the purchase of Products through the Marketplace, and that the reporting and payment of any such applicable taxes are your responsibility.

3.8 You agree that GeneXus owns all right, title and interest in and to the Marketplace, while each Developer retains all applicable Intellectual Property Rights in the Products he or she publishes in the Marketplace, all in accordance with the Developer Registration and Distribution Agreement (found at http://marketplace.genexus.com/developeragreement.aspx). "Intellectual Property Rights" means any and all intellectual property rights wherever in the world and whenever arising (and including any application), including patent laws, copyright, trade secrets, know-how, confidential information, business names and domain names, computer programs, trademark laws, service marks, trade names, utility models, design rights, semi-conductor topography rights, database rights, goodwill or rights to sue for passing off, and any and all other proprietary rights worldwide. You agree that you will not, and will not allow any third party to, (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Products, unless otherwise permitted, (ii) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management or forward-lock functionality) in the Products, (iii) use the Products to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or (iv) remove, obscure, or alter GeneXus's or any third party's copyright notices, trademarks, or other proprietary rights notices affixed to or contained within the Products.

3.9 GeneXus reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Products from the Marketplace. However, you agree that by using the Marketplace you may be exposed to Products that you may find offensive, indecent or objectionable and that you use the Marketplace at your own risk.

4          GeneXus Services and Third Party Products and Services

4.1 Some Products (whether developed by GeneXus or third parties) may contain features that are used in conjunction with GeneXus’s products and services. Accordingly, your use of such features in those Products is also governed by any applicable GeneXus Product or Service-specific Terms of Service and Privacy Policy.

4.2 Some components of Products (whether developed by GeneXus or third parties) may also be governed by applicable open source software licenses. In the event of a conflict between the Terms and any such licenses, the open source software licenses shall prevail with respect to those components.

5          Automatic Updates

5.1 The Products you obtain from the Marketplace may communicate with GeneXus servers from time to time to check for available updates to the Products, such as bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, "Updates"). By installing these Products, you agree to such automatically requested and received Updates.

6          Export Restrictions

6.1 Products available on the Marketplace may be subject to laws, administrative regulations and executive orders of those authorities responsible according to any applicable laws relating to the control of imports and exports of the Products (“Export Laws”). You agree to comply with all applicable Export Laws and you shall not export or re-export directly or indirectly (including via remote access) any part of the Products to any country to which a license is required under the Export Laws without first obtaining a license.

7          Indemnification

7.1 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 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 your use of the Marketplace, including your downloading, installation, or use of any Products, or your violation of these Terms.

8          Termination

8.1 These Terms will continue to apply until terminated by either you or GeneXus as set out below.

8.2 If you want to terminate these Terms, you may do so by ceasing your use of the Marketplace and any Products downloaded from the Marketplace.

8.3 GeneXus may at any time, terminate these Terms with you if: (A) you have breached any provision of these Terms; or (B) GeneXus is required to do so by law; or (C) GeneXus decides to no longer provide the Marketplace.

8.4 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and GeneXus have benefited from, been subject to (or which have accrued over time whilst these Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 15.6 shall continue to apply to such rights, obligations and liabilities indefinitely.

9          Notices

9.1 GeneXus may post notices within the Marketplace. GeneXus may also send you notices about products and services to the email address or telephone number you have provided to us. You are deemed to have received such notices at the latest within seven (7) days from GeneXus sending or posting those. Your continued use of the Marketplace constitutes your receipt of all notices regardless of delivery method.

10     Feedback to GeneXus

10.1 By submitting any ideas, feedback and/or proposals ("Feedback") to GeneXus through the Marketplace or other means, you acknowledge and agree that: (1) GeneXus may have similar development ideas to the Feedback; (2) your Feedback does not contain confidential or proprietary information of you or any third party; (3) GeneXus is not under any obligation of confidentiality with respect to the Feedback; (4) GeneXus may freely use, exploit and further develop and modify such Feedback for any purpose; and (5) you are not entitled to any compensation of any kind from GeneXus

11     Dealing with others

11.1 You may interact with other users on or through the Marketplace. You agree that any such interactions do not involve GeneXus and are solely between you and the other user(s).

12     Changes in Terms

12.1 GeneXus may modify the Terms at any time without prior notice. If the Terms are changed in a material, adverse way, GeneXus will provide a separate notice advising of such change. You are responsible for regularly reviewing the Terms. Your continued use of the Service shall constitute your consent to any changes and modifications.

13     DISCLAIMER OF WARRANTIES

13.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE MARKETPLACE AND ANY PRODUCTS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MARKETPLACE IS AT YOUR SOLE RISK AND THAT THE MARKETPLACE AND ANY PRODUCTS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MARKETPLACE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

13.2 YOUR USE OF THE MARKETPLACE AND ANY PRODUCTS 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, MOBILE DEVICE, OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

13.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GeneXus FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES TERMS OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES TERMS AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO ANY PRODUCTS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE MARKETPLACE AS WELL AS THE MARKETPLACE ITSELF.

13.4 NONE OF THE PRODUCTS ARE INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER SUCH ACTIVITIES IN WHICH CASE THE FAILURE OF THE PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

14      LIMITATION OF LIABILITY

14.1 SUBJECT ALWAYS TO CLAUSE 14.2, YOU EXPRESSLY UNDERSTAND AND AGREE THAT GeneXus AND ITS SUBSIDIARIES AND AFFILIATES SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY (WHETHER CONTRACT, TORT INCLUDING NEGLIGENCE OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU THROUGH YOUR USE OF THE MARKETPLACE OR ANY PRODUCTS DOWNLOADED OR OTHERWISE OBTAINED FROM THE MARKETPLACE, 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.

14.2 NOTHING IN THE TERMS EXCLUDES THE LIABILITY FOR GeneXus, ITS SUBSIDIARIES OR AFFILIATES FOR: (I) DEATH AND PERSONAL INJURY CAUSED BY NEGLIGENCE; (II) FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER LIABILITY WHICH CANNOT BE LIMITED BY APPLICABLE LAW.

15     General Legal Terms

15.1 Except as expressly stated in the Terms, they constitute the whole legal agreement between you and GeneXus and govern your use of the Marketplace and the Products, and completely replace any prior agreements between you and GeneXus in relation to the Marketplace and the Products. Each party confirms that, in entering into the Terms it has not relied upon any representations or statements not expressly incorporated herein. Notwithstanding anything else in the Terms, neither party limits or excludes liability for fraudulent misrepresentation.

15.2 You agree that if GeneXus does not exercise or enforce any legal right or remedy which is contained in these Terms (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.

15.3 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of these Terms will continue to be valid and enforceable.

15.4 You acknowledge and agree that each member of the group of companies of which GeneXus is the parent shall be third party beneficiaries to these Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of these Terms 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 these Terms.

15.5 The rights granted in the Terms 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 these Terms without the prior written approval of the other party.

15.6 These Terms and your relationship with GeneXus under these Terms shall be governed by the laws of Uruguay and you and GeneXus hereby irrevocably submit to the exclusive jurisdiction of the courts of Uruguay. 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.

Last updated: March 11, 2011

GeneXus, GXflow, GXquery, GXportal, GXplorer and GeneXus are trademarks of GeneXus S.A.
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