Sage Global Services Limited (“Sage”, “Affiliates” or “Our”) operates an online marketplace consisting of an online portal and associated websites hosted by AppDirect, Inc (“AppDirect”) through which you, being an independent software vendor (“You”, “Your” or “ISV”) may make products and services (“Applications” and each an "Application”) available to third parties (“Customers”, each a “Customer”)(“Sage Marketplace”).
The Sage Marketplace is solely available for business users and is not available for consumers or any individuals under 18 years of age. By using the Sage Marketplace, You warrant and accept that You are at least 18 years of age and are accessing and/or using the Sage Marketplace for Your internal business purposes.
For the purposes of these Terms, “Sage Group” shall mean The Sage Group plc and the Sage Affiliates. “Sage Affiliate” shall mean any entity that is directly or indirectly Controlled by, or under the common Control of, The Sage Group plc. “Control” shall mean the direct or indirect ownership or control of more than 50% of the voting interests in the relevant Sage Affiliate and “Controlled” shall be construed accordingly.
We may change these Terms from time to time without giving You notice, so You must read these Terms every time You access and use the Sage Marketplace, add or update any Application Information and/or make an Application available on the Sage Marketplace.
Subject to You complying with these Terms and paying all applicable fees, We grant You a limited, non-exclusive, non-transferable, non-sublicensable worldwide licence to access and use the Sage Marketplace for Your internal business purposes.
You agree not to access or use the Sage Marketplace for purposes that are inconsistent with Our legitimate business interests. In particular, You are permitted to use the Sage Marketplace only in strict compliance with these Terms to (i) post, upload and/or provide Application Information; (ii) make Applications available to Customers; (iii) receive referrals of Customer for the purchase of Applications; and/or(iv) provide feedback or other constructive comments to Us (both positive and negative).
You shall not:
You agree to comply with all applicable laws when accessing and using the Sage Marketplace.
You will need your own account to use the Sage Marketplace, and You will be required to be logged into the account.
You are responsible for maintaining the confidentiality of Your account and password and for restricting access to Your computer, and to the extent permitted by applicable law, You agree to accept responsibility for all activities that occur under Your account or password. You should take all necessary steps to ensure that the password is kept confidential and secure and should inform Us immediately if You have any reason to believe that Your password has become known to anyone else, or if the password is being, or is likely to be used in an unauthorised manner.
You are responsible for ensuring that the details You provide Us with are correct and complete, and for informing Us of any changes to the information You have provided.
You must not use Your account or the Sage Marketplace: (i) in any way that causes, or is likely to cause, the Sage Marketplace, or any access to it, to be interrupted, damaged or impaired in any way; or (ii) for fraudulent purposes, or in connection with a criminal offence or other unlawful activity, or (iii) to cause annoyance, inconvenience or anxiety.
We reserve the right to refuse service, terminate accounts or remove or edit content if You are in breach of applicable laws, these Terms or any other applicable terms and conditions, guidelines or policies.
We reserve the right to modify, change or discontinue any part or all of the Sage Marketplace at any time and You agree that we shall not be liable to You or any third party for such modification, change or discontinuance. We may (but are not obliged to) notify You of any changes to the Sage Marketplace when You visit the Sage Marketplace, or via email.
You may post Application Information, reviews, comments and other content on the Sage Marketplace, send electronic communications to Us and submit suggestions, ideas, comments, questions or other information (“User Generated Content”), as long as the User Generated Content is not illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of "spam". You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of the User Generated Content. We reserve the right to remove or edit such User Generated Content. If You believe that any User Generated Content posted by other users of the Sage Marketplace contains a defamatory statement, or that Your intellectual property rights are being infringed by such User Generated Content, please notify as soon as possible.
If You post any User Generated Content on the Sage Marketplace You grant Sage Group (a) a non-exclusive, royalty-free licence to use, reproduce, publish, make available, translate and modify such User Generated Content throughout the world (including the right to sublicense these rights to third parties); and (b) the right to use the name that You submit in connection with such User Generated Content. No moral rights are transferred by this provision.
You represent and warrant that You own or otherwise control all of the rights to the User Generated Content that You post; that, as at the date that the User Generated Content is posted: (i) the User Generated Content is accurate; and (ii) use of the User Generated Content You supply does not breach any applicable policies or guidelines and will not cause injury to any person or entity (including that the content or material is not defamatory). You agree to indemnify Sage Group for all claims brought by a third party against any member of the Sage Group arising out of or in connection with the User Generated Content You supply except to the extent that any liability arises from Our failure to properly remove the content when it is notified of the illegal nature of the User Generated Content arising out of or on the grounds of, or originating from the content that You have communicated to us.
For the avoidance of any doubt, any User Generated Content, whether publicly posted or privately transmitted, is the sole responsibility of the person or entity providing the User Generated Content, and Sage shall not be liable for any claims or losses arising from such Non-Sage Content.
The Sage Marketplace may contain services and materials from third parties and/or or provide links to third party websites not under Our control (“Third Party Materials”). Such Third-Party Materials may be subject to restrictions and terms in addition to those set out in these Terms. You agree to comply with all such restrictions and terms and that any third party shall have the right to enforce these Terms with respect to the use of the Third-Party Materials owned and/or supplied by that third party.
The Sage Marketplace may contain Open Source Software that is provided to You under the terms of the open source license agreement or copyright notice accompanying such Open Source Software, each of which You agree to comply with. As used herein, the term “Open Source Software” means any software, program, module, code, library, database, driver or similar component (or portion thereof) that is royalty free, proprietary software, the use of which requires any contractual obligations by the user to a third party or any license that has been approved by the Open Source Initiative, Free Software Foundation or similar group.
You acknowledge and agree that We are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials.
We do not warrant or endorse and do not assume and will not have any liability or responsibility to You or any other person for any Third-Party Materials. You agree to use such Third-Party Materials at Your sole risk and we shall not have any liability to You for Third Party Materials that may be found to be offensive, indecent, or objectionable.
WE DO NOT ENDORSE, WARRANT, OR GUARANTEE ANY APPLICATION, PRODUCT, INFORMATION OR SERVICE OFFERED BY ANY THIRD PARTY THROUGH THE SAGE MARKETPLACE, AND WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND ANY SUCH THIRD PARTY.
Websites of third parties may contain links to the Sage Marketplace and that we have no responsibility or liability for any material on such web sites. We reserve the right to disable any unauthorised links to the Sage Marketplace on any third-party website.
Except for the any account administration pages and any other parts of the Sage Marketplace which are clearly identified as confidential or have restricted access (each a “Non-Public Forum”), the Sage Marketplace is intended to be a public forum and You agree not to provide Us or other users of the Sage Marketplace with any confidential or proprietary information that You or the owner of the information do not intend to become public information. Except for information inputted into the account administration pages of the Sage Marketplace and any content clearly labelled as confidential that You upload into a Non-Public Forum, any information and/or content that You send or upload to the Sage Marketplace (including but not limited to any article, information, data, text, image, video, photograph, message, review, or posting to any forum or blog (“Your Content”) will be deemed NOT to be confidential or proprietary, and You expressly agree that You waive any trade secret or other confidentiality rights with respect to Your Content
ALL UPLOADED INFORMATION OR CONTENT BY YOU INTO THE SAGE MARKETPLACE, WHETHER INTO A PUBLIC FORUM OR NON-PUBLIC FORUM, SHALL BE AT YOUR OWN RISK AND TO THE MAXIMUM EXTENT PERMITTED BY LAW SAGE TAKES NO RESPONSIBILITY FOR THE USE OR MISUSE OF ANY SUCH UPLOADED INFORMATION BY ANY OTHER USER OF THE SAGE MARKETPLACE.
You agree not to reproduce any Confidential Information to which You are provided access through the Sage Marketplace in any form except as authorised at the time of disclosure. Any reproduction of Our Confidential Information shall remain Our property and shall contain any and all confidential or proprietary notices or legends which appear on the original. You agree to:
You do not acquire any rights in Confidential Information except the limited rights as described above. In no event shall You use Confidential Information to create, enhance, modify, rent, lease, loan, sell, distribute or create derivative works based on the Applications or Sage Marketplace, or compete with the Applications or the Sage Marketplace in whole or in part.
For the purposes of these Terms, “Confidential Information” shall mean all information of a confidential or proprietary nature, including all trade secrets and other information which we or third parties protect against unrestricted disclosure to others, which is either labelled confidential, accessed through a restricted area of the Sage Marketplace or reasonably identifiable as confidential based on the type of information and the manner of its disclosure, and “reasonable steps” means those steps You and/or Your Company take to protect Your own similar Confidential Information, which shall not be less than a reasonable standard of care.
You agree that we may access, preserve and disclose Your information and/or content (including any personal information, account information and User Generated Content) if required to do so by law or to:
The Sage Marketplace is operated by Sage Global Services Limited but the underlying platform is hosted by AppDirect. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Sage Marketplace (the “Materials”) are protected by copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. AppDirect retains all right, title and interest in and to the software as a service solution that is powered by it and that enables the Sage Marketplace. All Materials contained on the Sage Marketplace, except the Applications, including images thereof, are the property of Sage or its affiliated companies and/or licensors. All trademarks, service marks, and trade names are proprietary to Sage or Sage Affiliates and/or licensors. You may not sell, license, distribute, copy, modify, reverse engineer, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorised use of any of the Materials. We reserve all rights not expressly granted in these Terms.
Our name, logo, and all product names of Applications provided on Sage Marketplace are the trademarks and/or service marks owned by Sage, Sage Affiliates and/or licensors and no trademark or service mark or other license is granted to You in connection with the such trademarks and/or service marks
Nothing contained in these Terms shall be construed as conferring by implication, estoppel or otherwise any licence to any patent, trademark or other intellectual property right of Sage, Sage Affiliates and/or licensors, or any third party. We make no representations or warranties that any use of the information contained on the Sage Marketplace will not infringe any such patent, trademark or other intellectual property right of any third party.
You are not permitted to use the Sage Marketplace, upload any Application or make any Application available in Cuba, Sudan, Iran, North Korea, Syria or the territory of Crimea/Sevastopol (each a Restricted Territory); and (ii) any other country or territory that is subject to sanctions by the United Kingdom, the European Union, the U.S, United Nations or elsewhere under any circumstances.
You represent and warrant that:
You will promptly notify us if, at any time, Your circumstances, knowledge or awareness changes such that You would not be able to repeat the representations set out above and/or perform its obligations set out in this Clause 11 at the relevant time.
In the event that You become aware of any breach of the obligations under this Clause 11, You shall notify us immediately and provide all relevant information to us to allow Us to take any and all actions as we deem appropriate.
If requested, You shall provide us with reasonable assistance and full cooperation to Us in respect of its dealings with the Sage Services and its compliance with this Clause 11.
We (or our appointed third-party representative) shall have a right to audit Your compliance with this Clause 11. Such audit right includes but is not limited to reviewing the names and locations of your customers and the procedures and controls that You have in place to ensure compliance with this Clause 11. If we, in our sole discretion, determine that an audit of You is necessary, We shall provide You with reasonable notice of such audit.
You shall indemnify, and keep indemnified, Us against any losses, liabilities, damages, costs (including legal fees) and expenses incurred by, or awarded against, us or any Sage Affiliate as a result of Your breach of this Clause 11.
We have the right to deny access to, and to suspend or terminate Your access to, the Sage Marketplace, or to any features or portions of the Sage Marketplace, at any time and for any reason, including for any violation by You of these Terms. You agree that we, in Our sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) You may have with Us or Your use of the Sage Marketplace and remove and discard all or any part of Your account, user profile, and other information, at any time. You agree that any termination of Your access to the Sage Marketplace or any account You may have or portion thereof may be effected without prior notice. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies We may have at law or in equity.
Upon termination of these Terms with respect to You or termination of Your right to use the Sage Marketplace, the license granted under these Terms will terminate and You must stop all use of the Sage Marketplace immediately.
You agree to indemnify, defend, and hold Sage Group and its contractors, employees, agents, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of (i) Your use or misuse of the Sage Marketplace; (ii) any inaccurate or misleading Application Information; (iii) Your violation of these Terms; or (iv) any breach of Your representations, warranties, and covenants. We reserve the right, at Your expense, to assume the exclusive defence and control of any matter for which You are required to indemnify Us and You agree to cooperate with Our defence of these claims. We will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.
YOU EXPRESSLY AGREE THAT THE USE OF THE SAGE MARKETPLACE IS AT YOUR SOLE RISK. THE SAGE MARKETPLACE AND ANY DATA, INFORMATION, APPLICATIONS, REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SAGE MARKETPLACE ARE PROVIDED BY US AND OUR AFFILIATES, PARTNERS AND LICENSORS (INCLUDING APPDIRECT) (“SAGE MARKETPLACE PROVIDERS”) ON AN “AS IS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. THE ENTIRE RISK ARISING OUT OF THE USE, PERFORMANCE OR NON-PERFORMANCE OF THE SAGE MARKETPLACE REMAINS WITH YOU. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE SAGE MARKETPLACE PROVIDERS DISCLAIM ALL REPRESENTATIONS OR WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. THE SAGE MARKETPLACE PROVIDERS DO NOT WARRANT THAT THE DATA, FEATURES, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE ISV MARKETPLACE OR ANY REFERENCE MATERIALS WILL BE UNINTERRUPTED, TIMELY, RELIABLE, LEGAL, COMPLETE, OPERABLE, AVAILABLE, ACCURATE, USEFUL, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING, IF ENCOUNTERED, WILL BE CORRECTED.
UNDER NO CIRCUMSTANCES WILL THE MARKETPLACE PROVIDERS BE LIABLE FOR ANY HARM RESULTING FROM ACCESSING THE SAGE MARKETPLACE OR ANY DELAY OR FAILURE IN THE ACCESS, USE AND/OR OPERATION OF THE SAGE MARKETPLACE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE EXCLUSIONS OF WARRANTIES CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL THE SAGE MARKETPLACE PROVIDERS OR THEIR CONTRACTORS, EMPLOYEES, OFFICERS OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE MATERIALS OR THE SAGE MARKETPLACE, EVEN IF WE OR AN OUR AUTHORISED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
IN NO EVENT WILL THE TOTAL LIABILITY OF THE SAGE MARKETPLACE PROVIDERS OR THEIR CONTRACTORS, EMPLOYEES, OFFICERS OR AGENTS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SAGE MARKETPLACE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY US, IF ANY, TO YOU IN RESPECT OF THE APPLICATIONS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.
NOTHING IN THESE TERMS EXCLUDES OR LIMITS THE LIABILITY OF THE SAGE MARKETPLACE PROVIDERS OR THEIR CONTRACTORS, EMPLOYEES, OFFICERS OR AGENTS FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE (OR THAT OF ITS EMPLOYEES, AGENTS OR DIRECTORS), OR OUR LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY WHICH MAY NOT BE LIMITED OR EXCLUDED BY LAW.
These Terms and any Contract will be governed by and construed in all respects in accordance with the laws of England and Wales and the Courts of England and Wales will have exclusive jurisdiction to settle any claims or proceedings relating to these Terms and any contract or its subject matter.
It is understood and agreed that, notwithstanding any other provisions of these Terms, breach of any provision of these Terms by You will cause Us irreparable damage for which recovery of monetary damages alone would be inadequate, and that we will therefore be entitled to obtain timely injunctive relief, without posting of any bond or security, to protect Our rights under these Terms in addition to any and all other remedies available at law or in equity.
Sometimes things happen that are outside Our reasonable control, for example, acts of God, adverse weather conditions, strikes and industrial action and failure of Our suppliers. Because these things are outside Our reasonable control, we will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under these Terms that is caused by such events. Our performance under these Terms will be suspended for the period of time over which the event occurs, and we will have an extension of time for performance for the duration of that period of time. We will, of course, try to find a solution to help Us to perform these Terms wherever possible.
If any provision of these Terms or any policies is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Us.
These Terms, and any rights and licenses granted under these Terms, may not be transferred or assigned by You under any circumstances, but may be assigned by Us without restriction, including by operation of law, or in connection with merger, sale of stock, shares or assets, or change of control. Any assignment attempted to be made by You in violation of these Terms shall be void. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.
Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to Clauses 6, 7, 8, 9, 10, 11, 12, 13, 16 and 17.
The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions of these Terms.
The software and website platform for the Sage Marketplace is powered by AppDirect, who is a third-party beneficiary of the Terms and is entitled to enforce them as if it were a party to these Terms.
These Terms and any agreements or documents referred to in these Terms form the entire agreement between You and Us with respect to the subject matter hereof and thereof and supersede in their entirety any and all oral or written agreements or understandings previously existing between You and Us with respect to such subject matter.
The relationship between You and Us is one of independent contractors. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended, nor shall anything herein be interpreted or construed to or create, either expressly or by implication, any such relationship.