Caspio Marketplace Terms of Use

These Caspio Marketplace Terms of Use (“TOU”) covers your use of the Caspio Marketplace (as defined below), whether you are a Partner, User, Client or Customer of one or more of the Service Offerings (as defined below). If you are a Service Provider (as defined below), you may have to comply with other requirements or agreements as we make them available to you and as required by the rules of the Caspio program in which you participate. You are not allowed to assist or engage others in a way that would violate the TOU. We reserve the right to modify the TOU at any time, and your use of the Caspio Marketplace following any such modification constitutes your agreement to follow and be bound by the TOU as modified (i.e., you agree to review the TOU on a regular basis and remain in compliance at all times).

1. Definitions

“App Partner” means a Service Provider, Customer or other individual that submits an app through the Caspio Marketplace.
“Customer” or “Client” means the individual or entity that has purchased and uses one or more of the Service Offerings.
“Caspio”, “we”, “us” or “our” means Caspio, Inc. and our affiliates.
“Caspio Marketplace” means the online directory that lists Service Providers that may offer products, services, integrations, templates, themes, applications, or modules that may interoperate with or be used in connection with Caspio products, including (a) the Partner Directory; or any other directories or marketplaces we make available to you.
“Marketplace Reviews Policy” means the policies applicable to reviews submitted to the Caspio Marketplace published at https://www.caspio.com/caspio-review-policy, or another location we designate.
“Partner” means any Caspio partner, whether [app, service providers, custom app builders].
“Partner Directory” means the current listing of Caspio partners available to Customers and prospects for consultation and/or other professional services.
“Service Offerings” means those products, services, integrations, applications, templates, themes, modules, digital assets, or applications that are listed on or offered by Service Providers on the Caspio Marketplace.
“Service Providers” are partners, service providers and other individuals or entities that list or provide Service Offerings on the Caspio Marketplace.
“Service Provider Content” means all content such as language, data, information, and images, provided through or disclosed via use of the Caspio Marketplace, whether by us, our customers, or other users of the Caspio Marketplace. Service Provider Content does not include Your Content.
“Solutions Partner” or “Solutions Provider” means a Service Provider participating in our Solutions Partner Program.
“Third-Party Products” means products and professional services that are provided by third parties which may interoperate with or be used in connection with Caspio products.
“Third-Party Sites” means third-party websites linked from within or accessed through the Caspio Marketplace.
“You” or “Your” means the person or entity using the Caspio Marketplace, whether you are a partner, Service Provider, Client, customer, or user.
“Your Content” means all content, including (without limitation) language, data, information, and images, provided by You through or disclosed via use of the Caspio Marketplace.

2. Access to the Caspio Marketplace

We will provide you access to use the Caspio Marketplace according to these TOU. Certain parts of the Caspio Marketplace may only be accessible to you if you are a Caspio Solution Partner or Provider, App Partner, or customer.

Our provision of the Caspio Marketplace is never guaranteed, and we reserve the right to remove or discontinue all or a portion of the Caspio Marketplace (including, without limitation, any Service Providers or Service Offerings) at any time, without notice, in our sole discretion (for more information about our ability to terminate these TOU, see Section 9 below). We can choose which Service Providers or Service Offerings to promote, and how we want to promote them, if at all. By providing the Caspio Marketplace we in no way endorse, support, or warrant any Service Provider or Service Offering, and we explicitly disclaim such (see also Section 12 hereof).

3. Your Conduct and Content

1. Acceptable Use. You may use the Caspio Marketplace to provide, purchase, or learn information about Service Providers and Service Offerings and to submit reviews for Service Providers and Service Offerings, solely in compliance with these TOU and the Caspio Acceptable Use Policy (“AUP”). Your use of the Caspio Marketplace is subject to and must conform to the requirements of the AUP, our Caspio Marketplace Reviews Policy, and the terms of these TOU.
2. Suspension and Notice of Violations. We may immediately suspend your use of the Caspio Marketplace and/or remove a Service Offering or Service Provider listing, at any time without notice, for actual or suspected violations of the terms contained in these TOU. This right is in addition to any other rights of suspension and removal that we otherwise have under these TOU or any other applicable agreement you may have with Caspio.
3. Claims of Intellectual Property Violations. With respect to the intellectual property rights of others, we may, in our sole discretion, suspend the access or terminate the accounts or use of the Caspio Marketplace for users who we suspect may violate others’ intellectual property rights.
4. Our Use of Your Content. You grant to us all rights, licenses and permissions necessary to display, reproduce, disseminate, and otherwise use Your Content in connection with the Caspio Marketplace. We may edit or remove Your Content at any time in our sole discretion.
5. Brand Guidelines. Your use of the Caspio Marketplace and any use of our marks or intellectual property must comply with our brand guidelines.

4. Use by Customers

If you are a Customer, you understand and agree that we are not responsible for your engagement with a Service Provider. If you elect to engage with a Service Provider or procure a Service Offering, the terms and conditions regarding any such activity are between you and the Service Provider of the Service Offerings. Any questions, concerns or disputes that arise based on your use of a Service Offering shall be solely addressed with the Service Provider (not with us). The Service Offerings may use, transfer, and/or store your data or information outside of the Caspio Marketplace or any Caspio product, and we are not responsible for any such use or transfer. Please see the applicable Service Provider’s terms and privacy policy for more information. It is your sole and exclusive risk if you use the Caspio Marketplace, its content (including without limitation, reviews), a Service Provider listed on the Caspio Marketplace, or any Service Offerings.

5. Use by Service Providers

As a Service Provider, you must (a) comply with and abide by our AUP, the Caspio Marketplace Reviews Policy, and your other applicable agreements with us; (b) respond to inquiries or issues regarding your Service Offerings within a reasonable period of time; (c) provide Service Offerings of good quality and in a professional and workmanlike manner, in addition to any other industry standards, laws, or regulations governing the quality and timeliness of any particular Service Offering. We may remove you as a Service Provider or remove a Service Offering in our sole discretion, at any time, without notice to you. Submitting your information as a Service Provider does not guarantee you will be listed in the Caspio Marketplace or promoted by us.

6. Reviews

The Caspio Marketplace may permit you to post reviews about a Service Provider or Service Offering; in such case you are required to abide by the Caspio Marketplace Reviews Policy with respect to all reviews submitted. If you submit a review, you agree that we may post all or a portion of the content of your review, along with your name and the date of the review. We reserve the right to edit, remove or decline to post any review, at any time, in our sole discretion. We are not responsible for the content of the reviews, whether or not we reviewed or edited the content. In addition to all other rights and remedies we may have under these TOU generally, violations of our Caspio Marketplace Reviews Policy may result in termination of your ability to use the Caspio Marketplaces.

7. Caspio’s Proprietary Rights

The Caspio products, services, and Marketplace are protected by intellectual property laws, they are the property of us or our licensors (if any), and we retain all ownership rights to them. You are not granted a license to any software or any intellectual property rights by these TOU. You may not use any of these or our trademarks without our prior written permission, or as otherwise granted to you by another agreement with Caspio.

We encourage all customers to comment on the Caspio Marketplace, provide suggestions for improving Service Offerings, and vote on suggestions they like. You agree that all such participation, comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into Caspio products, without payment or attribution to you.

8. Service Offerings, Third-Party Sites and Products

The Service Offerings, Service Providers, Third-Party Products, and Third-Party Sites are not under our control. Service Offerings, Service Provider listings, Third-Party Sites, and Third-Party Products are provided to you only as a convenience, and the availability of any Service Offerings, Third-Party Sites or Third-Party Products does not mean we endorse, support, or warranty any of the foregoing. Any information provided as part of a Third-Party Product or Service Offering are solely subject to the control and accuracy of the Service Provider.

9. Term and Termination

1. Term. These TOU will apply for as long as you use the Caspio Marketplace.
2. Termination and Suspension. We may terminate these TOU and/or suspend your access to the Caspio Marketplace immediately if you (i) violate any of the terms of these TOU; (ii) use the Caspio Marketplace in a way which has or may negatively reflect on or affect us, our prospects, or our customers; (iii) violate our AUP or the Caspio Marketplace Reviews Policy; or (iv) for any reason we determine in our sole discretion. We are not obligated to provide you with any of Your Content used in connection with the Caspio Marketplace after termination. Termination or expiration of these TOU shall not automatically cause termination of any separate subscription or partner agreement you may have with us.

10. Your Representations and Warranties

You represent and warrant that (a) your participation in the Caspio Marketplace will not conflict with any of your existing agreements or arrangements; (b) you have sufficient rights to share all Your Content with us for our use and with other users of the Caspio Marketplace; (c) the Service Offerings and Your Content does not violate or constitute the infringement of any intellectual property right, right of privacy, right of publicity or other proprietary right; and (d) your use of the Caspio Marketplace shall comply with any requirements set out by Solution or other Partner programs. You further represent and warrant that you have all sufficient rights and permissions to offer and provide the Service Offerings.

11. Indemnification

You will indemnify, defend and hold harmless us, our officers, directors, employees, agents, service providers, licensors, and affiliates (collectively “Indemnitees”) against any third-party claim, suit, action, or proceeding (“Action”) brought against any of the Indemnitees to the extent that such Action is based upon or arises out of (a) your use of the Caspio Marketplace; (b) your noncompliance with or breach of these TOU; (c) your use, offer or provision of Service Offerings, Third-Party Sites or Third Party Products; or (d) your submission of a review. We will notify you in writing promptly upon becoming aware of any such Action and give you sole control of the defense or settlement thereof, as well as provide you (at your expense) with any and all information and assistance reasonably requested by you to handle such defense or settlement. Without our prior consent, you shall not accept any settlement that (i) imposes any obligation on us; (ii) requires us to make an admission; or (iii) imposes liability or restrictions not covered by this indemnification.

12. Disclaimers; Limitations of Liability

1. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE CASPIO PRODUCTS OR SERVICES, THE CASPIO MARKETPLACE, THE SERVICE PROVIDER LISTINGS, SERVICE OFFERINGS OR SERVICE PROVIDER CONTENT OF ANY NATURE FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. THE CASPIO MARKETPLACE IS PROVIDED “AS IS” AND WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE CASPIO MARKETPLACE, SERVICE PROVIDER LISTINGS, SERVICE OFFERINGS AND THE SERVICE PROVIDER CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE CASPIO MARKETPLACE AND SERVICE PROVIDER CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.
2. No Indirect Damages. IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
3. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THESE TOU, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, YOU AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO FIVE HUNDRED DOLLARS ($500.00).
4. Service Offerings, Third Party Sites and Products. WE EXLICITLY DISCLAIM ALL LIABILITY WITH RESPECT TO SERVICE OFFERINGS, THIRD-PARTY SITES AND THIRD-PARTY PRODUCTS. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THESE TOU. YOU UNDERSTAND AND ACKNOWLEDGE THAT, ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE CASPIO MARKETPLACE TO YOU.

13. General

1. Amendment; No Waiver. We may update and change any part or all of these TOU. If we update or change these TOU, the update will be posted at https://www.caspio.com/caspio-marketplace-tou. The update will become effective and binding on the next business day after it is posted. If you do not agree with a modification to these TOU, you should not use the Caspio Marketplace.
2. Caspio Marketplace Reviews Policy. We may change the Caspio Marketplace Reviews Policy from time to time by updating the applicable website. The Caspio Marketplace Reviews Policy is incorporated into these TOU by reference. You agree to review the Caspio Marketplace Reviews Policy on a regular basis and always remain in compliance.
3. Correction of Errors and Inaccuracies. We reserve the right to correct any errors, inaccuracies or omissions and to change or update the Service Provider Content and Your Content at any time without prior notice. However, we do not guarantee that any errors, inaccuracies or omissions will be corrected.
4. Applicable Law. These TOU shall be governed by the laws of California, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with these TOU or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Sunnyvale, California.
5. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
6. Relationship of the Parties. You agree that no joint venture, partnership, employment, or agency relationship exists between You and us as a result of these TOU.
7. Compliance with Applicable Laws. You shall comply with all applicable foreign and domestic laws, including (without limitation) export laws, governmental regulations, ordinances, and judicial administrative orders. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Service Offerings, Service Provider Content and Caspio products and services. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Service Provider Content or the Caspio products and services to prohibited countries or individuals or permit use of the Service Offerings, Service Provider Content or Caspio products and services by prohibited countries or individuals.
8. Severability. If any part of these TOU is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these TOU will continue in effect.
9. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.
   To Caspio, Inc.:
   Caspio, Inc., 1286 Kifer Road, Suite 107, Sunnyvale, CA 94086 USA. Attn: Legal Department
   To you: your address as provided in our account information for you.
10. Entire Agreement. These TOU is the entire agreement between us for Caspio Marketplace and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. It is the express wish of both you and us that these TOU and all related documents be drawn up in English. We might make versions of these TOU available in languages other than English. If we do, the English version of these TOU will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of these TOU.
11. No Third-Party Beneficiaries. Nothing in these TOU, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of these TOU.
12. No Licenses. We grant to you only the rights and licenses expressly stated in these TOU, and you receive no other rights or licenses with respect to us, the Caspio products and services, our trademarks, or any other property or right of ours.
13. Authority. Each party represents and warrants to the other that it has full power and authority to enter into these TOU and that it is binding upon such party and enforceable in accordance with its terms.
14. Survival. The following sections shall survive the expiration or termination of these TOU: ‘Caspio’s Proprietary Rights’, ‘Service Offerings, Third-Party Sites and Products’, ‘Your Representations and Warranties’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, and ‘General’.