Vendor Terms & Agreement - Groundhogg™

Vendor Terms & Agreement

Welcome to the Groundhogg Marketplace. This Agreement contains the terms and conditions that govern the Vendors’ use of the Marketplace.

The Marketplace is offered to you subject to your acceptance, without modification, of all of the terms and conditions contained herein, also in Groundhogg’s Terms of Service and all other operating rules, policies (including, without limitation, our Privacy Policy at www.groundhogg.io/privacy-policy, and any future versions thereof, and procedures that may be published from time to time on the Marketplace or made available to you on or through the Groundhogg Services (collectively, the “Agreement”).

When accepted by you, this Agreement forms a legally binding contract between you and Groundhogg Inc.

If you are entering into this Agreement on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.

PLEASE READ THIS AGREEMENT CAREFULLY. BY ENABLING THE MARKETPLACE VENDOR FEATURE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE MARKETPLACE.

Groundhogg Inc. may, in its sole discretion, elect to suspend or terminate access to, or use of the Marketplace for anyone who violates this Agreement.

The original language of this Agreement is English. Groundhogg Inc. may make translations available for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.

DEFINITIONS

Download – any online, web-based application and offline application or component that is designed to interoperate with the Groundhogg Services and is listed on the Marketplace, or is submitted for review to Groundhogg Inc. with the intention of being listed on the Marketplace.

Customer – means a customer of the Groundhogg Services, who enables a Download listed on Marketplace.

Customer Data – is all electronic data or information submitted by a Customer to Groundhogg’s systems which is accessible to the Customer through the Vendor’s Download.

Marketplace – the online catalog of applications and components that interoperate with the Groundhogg Services, located at websites designated by Groundhogg or in the Groundhogg Services.

Materials – the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, a compilation of the content, code, data, and all other elements of the Groundhogg Services and Marketplace.

Restricted Area – means the area of the Service that can be accessed only by Users.

Services – the Groundhogg Web Site, Services, System, Content, Marketplace and all content, services and/or products available on or through the Marketplace.

User – an employee, agent, or representative of a Customer, who primarily uses the restricted areas of the Service or the Marketplace.

Vendor – a natural or legal person who enters into this Agreement with Groundhogg .

VENDOR ACCOUNT

A valid User account for Groundhogg Services is required to activate the Vendor feature. The Vendor feature is accessible to Users with administrator rights in the settings page of the Restricted Area.

The Vendor is solely responsible for the confidentiality of the account login details and agrees to be held responsible for all actions and activities that occur under the Vendor’s account.

Groundhogg reserves the right to refuse to activate the Vendor feature, to terminate the Vendor feature, and to remove content made available through the Vendor account.

DOWNLOAD PUBLISHING

The individual accepting this Agreement acknowledges that the publication of the Download is subject to the terms and conditions set forth in this Agreement.

In order to publish a Download on the Marketplace, the publishing Vendor must be approved by Groundhogg.

In order to become approved by Groundhogg, the Vendor shall provide Groundhogg with accurate and current information and shall be generally knowledgeable about the Service, its interface, and functionality, and must be reasonably capable of delivering Groundhogg’s value proposition.

The requirements regarding compliance, technology, values, review and testing processes, and standards will be made available to the Vendor after activating Vendor feature.

Prior to being listed on the Marketplace, the Vendor must submit each Download to Groundhogg for testing and approval.

The Vendor is solely responsible for functionality, technology, performance, and security of each Download.

The Vendor is solely responsible for the accuracy, legality, and appropriateness of any content or information that Vendor submits to, or makes available through the Marketplace.

The Vendor must maintain appropriate administrative, physical and technological safeguards and processes, that will reasonably ensure the security, integrity, and confidentiality of the Download and Customer Data in accordance with applicable law, Groundhogg’s Terms of Service, Groundhogg’s Privacy Policy, and all other operating rules, policies.

Use of the Download by individual Users will be governed by the Download’s Terms of Service provided and enforced by Vendor. Groundhogg is not a party to the Terms of Service between the User and Vendor, except when Groundhogg is the Vendor of the Download.

Groundhogg reserves the right to conduct any type of review and test any and all Downloads submitted for listing on the Marketplace. Groundhogg also reserves the right to change review and testing processes and standards.

By submitting an Download for review by Groundhogg, the Vendor grants Groundhogg and its affiliates a non-exclusive, royalty-free, perpetual, irrevocable license to:

  • use,
  • distribute,
  • make available,
  • transmit,
  • publicly display and
  • perform the Download.

The Vendor warrants, for each submitted Download, that they hold all rights necessary to grant Groundhogg the rights provided in this Agreement.

The Vendor acknowledges that Groundhogg has no responsibility or liability of any kind for the development, installation, operation, maintenance or security of the Downlods listed on the Marketplace, nor does Groundhogg have responsibility or liability to provide Customer support for Downloads listed on the Marketplace.

Groundhogg reserves the right to refuse to list any Download and/or to remove any Downloads from the Marketplace, for any reason at any time, at its sole discretion.

By using the Marketplace to list one or more Downloads, the Vendor agrees to:

  1. provide and maintain accurate and current contact information on Download’s page, consisting of, but not limited to:
    a) Company name
    b) Contact e-mail
    c) Details for contacting the Vendor’s Customer Support,
  2. provide and maintain an up-to-date Privacy Policy on their webpage, that describes collection, and processing of data obtained from the Download,
  3. ensure that the Vendor’s Privacy Policy complies with Groundhogg’s Privacy Policy and applicable law,
  4. ensure that the Downloads’s Terms of Service complies with this Agreement, Groundhogg’s Terms of Service and applicable law,
  5. ensure that any and all information provided for the listing and on the Download’s Marketplace page accurately describes the Download,
  6. ensure that any and all documentation relating to the Download accurately reflects its functionality and usability,
  7. ensure continuous adherence to the obligations mentioned in points 1 – 6.

The Vendor must provide reasonable advance notice to Groundhogg and all Users of each Download before making any change to its Privacy Policy and/or Terms of Service and related disclosures associated with items above.

CUSTOMER SUPPORT

The Vendor is solely responsible for providing all Customer support for their Downloads listed on the Marketplace and the Customers of these Downloads.

The Vendor shall provide Customer support according to their Terms of Service. The Vendor’s Terms of Service must meet at least the following requirements:

  1. The Vendor will provide telephone and/or web-based and/or email support to Customers of the Download;
  2. The Vendor will respond to all critical Customer support requests within 48 hours,
  3. A critical customer support request is a request involving an Download-related issue that:
    3.1. interferes with the normal use of the Download and/or Groundhogg Service,
    3.2. Renders the Download and/or Service unusable,
  4. The Vendor will respond to all customer support requests within 5 business days,
  5. The Vendor will clearly direct and instruct Customers to contact only the Vendor for Customer support.

Groundhogg is not obligated to provide any customer and/or technical support for the listed Downloads unless Groundhogg is the Vendor under this Agreement.

The Vendor may seek Groundhogg’s assistance with a technical problem after Vendor has exhausted reasonable efforts to solve the problem.

AVAILABILITY OF VENDOR DOWNLOADS

The Vendor shall make reasonable efforts to make the Downloads available to Customers at least 99% of the time the Groundhogg Service is available.

The Vendor will be exempted from this obligation if the unavailability is:

  1. scheduled and the Vendor has notified Groundhogg and Users at least 24h in advance;
  2. caused by Groundhogg;
  3. caused by circumstances beyond the Vendor’s reasonable control, including, for example, a government act, flood, fire, earthquake, civil unrest, an act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.

The Vendor may regulate the availability of the Download differently in their own Terms of Service, as long as it meets minimum requirements set in this Agreement.

RESTRICTIONS

Groundhogg is not responsible for security, integrity or privacy of Customer Data to the extent to which is Customer Data transferred outside of Groundhogg Services.

The Vendor is responsible for the security of the Download and all Customer Data accessible through the Download.

The Vendor warrants that, without Customer written consent or extent required by applicable law, it will not:

  1. access Customer Data – except to provide Download functions or to provide Customer support,
  2. disclose Customer Data,
  3. modify Customer Data.

The Vendor must respond to requests to access, erase, or restrict the processing of personal data within limits set by applicable law.

The Vendor will comply with all applicable laws in its provisioning of the Download. The Vendor is solely responsible for all activities that occur in its accounts.

The Vendor must not use the Service and/or Marketplace to create, transmit, display or otherwise make available any material that:

  1. violates the terms of this Agreement or the rights of Groundhogg, Customers or Users,
  2. is harmful (for example viruses, worms, malware and other destructive codes),
  3. is offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, pornographic, obscene, invasive of another’s privacy, defamatory, hateful or otherwise unlawful.

The Vendor must not:

  1. sell, resell, license, sublicense, distribute or otherwise commercially exploit the Service and/or the Marketplace in the interests of any third party;
  2. attempt to gain unauthorized access to the Service and/or Marketplace;
  3. interfere with and/or disturb the integrity of the Service, Marketplace or data therein;
  4. attempt to modify Groundhogg Service or Groundhogg Marketplace;
  5. access the Marketplace to monitor the availability, performance, functionality thereof or to benchmark or use the Marketplace for competitive purposes;
  6. share any data or content from the Service or the Marketplace with Groundhogg competitors;
  7. send communications containing recruitment or marketing content to other Vendors and/or their respective User accounts, using data, content or information obtained through the Marketplace.

The Vendor’s User account must not be shared or used by more than one individual user but may be reassigned from time to time to new users who are replacing former users who have terminated employment or otherwise changed job status or function and no longer need to use the Services.

API AND OTHER RESOURCES

Groundhogg may provide the Vendor with access to planned updates of the Service’s Application Programming Interface (hereinafter API) before making them available to the general public.

The Vendor shall test each of its Downloads’ interoperability with a planned API update before it becomes available to the general public and promptly notify Groundhogg if the Vendor encounters any issues.

Groundhogg may provide the Vendor with other Resources, e.g. development kits, libraries, API, documentation, templates, and related materials that Groundhogg makes available to Vendors in connection with the Marketplace.

For such Resources, Groundhgg grants the Vendor a limited, revocable, non-exclusive, royalty-free, non-transferable, non-sub-licensable license to access and use these Resources, solely for the purposes of developing, testing, and promoting Downloads, only as expressly authorized in this Agreement.

If Resources include any libraries, sample code, or other materials made available specifically for incorporation in an Download, as indicated by the applicable documentation, the Vendor may incorporate those Resources in a Download and may reproduce and distribute those Resources as part of the Download. The Vendor may modify any such sample code to the extent necessary to incorporate it in Download.

The Vendor must follow all instructions and requirements in any resources provided by Groundhogg.

We may modify, terminate access to, or delete any Resource at any time, without notice and the Vendor is solely responsible for ensuring that the Download functions properly after any such modification, termination or deletion.

DOWNLOAD RATING AND DOWNLOAD REVIEW

Groundhogg allows Vendors to post ratings and reviews of Marketplace Downloads. Reviews submitted by Vendors must be made in good faith and reflect a reasonable evaluation of the Download.

A review must not contain content that:

  1. violates the terms of this Agreement, the rights of Groundhogg, other Customers or Users, persons or Organizations;
  2. is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, pornographic, obscene, invasive of another’s privacy, defamatory, hateful or otherwise violates applicable law;
  3. is false, misleading or made in bad faith;
  4. contains links to 3rd party sites, unless relevant to the review;
  5. contains advertising or other commercial activities;

The Vendor can review their own Download, as long as the review discloses the fact that Vendor is reviewing own Download.

The Vendor can review a competitor’s Download, as long as the review discloses the fact that Vendor is a competitor in the Marketplace.

Groundhogg reserves the right to remove or edit, at its own discretion and at any time, reviews on the Marketplace that violate this Agreement, Groundhogg’s Terms of Service or any other operating rules, policies and any future versions thereof.

If the Vendor provides Groundhogg with any comments, bug reports, feedback, or modifications for the Marketplace (“Feedback”), Groundhogg has the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Groundhogg Marketplace and/or Services.

The Vendor hereby grants Groundhogg a perpetual, irrevocable, non-exclusive, royalty-free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use the Vendor’s Feedback for any purpose.

Groundhogg is not responsible for the content of the Download review and does not ensure that the Download ratings are accurate and free of offensive or questionable or objectionable content.

CONFIDENTIALITY

Confidential Information shall mean any and all information which a party has disclosed orally or in writing and designated as confidential or which should reasonably be understood to be confidential considering circumstances of disclosure or nature of the information.

Groundhogg’s Confidential Information includes, but is not limited to, information:

  • about the Marketplace,
  • about the Services,
  • any information about the Marketplace or the Service’s API or Materials,
  • any non-public information about Groundhogg’s Downloads and other Vendors’ Downloads.

The Vendor’s Confidential Information includes, but is not limited to information about the Vendor’s:
Downloads,
technology,
technical systems,
business processes,
business,
marketing plans.

Confidential Information shall include all discussions between Groundhogg and the Vendor regarding their relationship.

Confidential Information (except Customer Data) shall not include any information that:

  1. is or becomes generally known to the public without breach of any obligation set herein,
  2. was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation set herein,
  3. is received from a third party without breach of any obligation set herein, or
  4. was independently developed by the Receiving Party without breach of any obligations owed to the Disclosing Party.

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided that the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

FEES

Groundhogg reserves the right to introduce and subsequently increase and/or decrease a fee for listing and/or selling Vendor’s Download on the Marketplace.

Groundhogg also reserves the right to introduce and subsequently increase and/or decrease the service fee, for operating the Marketplace.

Groundhogg shall notify the Vendor of such changes as provided above 30 days prior to such changes entering into force

Continued use of the Marketplace once 30 days have passed since the posting of changes, as provided above, constitutes your binding acceptance of such changes.

LIABILITY LIMITATION

The Vendor is responsible for the functionality, technology, performance, and security of each Download. The Vendor is also solely responsible for the accuracy, legality, and appropriateness of any content or information Vendor submits to or makes available through the Marketplace.

Groundhogg makes no representation or warranties of any kind, express or implied, concerning the operation of the Marketplace, or the information, content, materials, products or other services included on or otherwise made available through the Marketplace unless Groundhogg publishes the content.

Groundhogg shall not be liable to the Vendor, the Customer or the User for any consequences resulting from:

  1. any amendments to this Agreement, calculation, and rates of Fees, modification of the Groundhogg Marketplace, Resources, Groundhogg Materials, or any part thereof, including any error, permanent or temporary interruption, discontinuance, suspension or other types of unavailability of the Groundhogg Marketplace or Groundhogg Materials,
  2. deletion of, corruption of, or failure to store any Customer Data,
  3. use of Customer Data by the Customer or any of the Users associated with the Account,
  4. any disclosure, loss or unauthorized use of the login credentials of Users due to Customer’s failure to keep them confidential,
  5. the differences between technologies and platforms used for access, for example, if certain features, functions, parts or elements of the Groundhogg Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet,
  6. the application of any legal remedies against the Customer or authorized Users by Groundhogg ,
  7. Groundhogg’s application of the remedies described in this Agreement, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterward.

Groundhogg shall not be liable to the Vendor for any claim by any Customer, User, or third persons against the Vendor arising out of the Vendor’s failure to:

  1. provide Groundhogg with accurate information,
    b. notify Groundhogg of any reasons due to which a User does not have the right to use the Account on behalf of the Vendor,
    c. provide any Download which it has agreed to provide to a Customer,
    d. ensure the lawfulness of Customer Data,
    e. obtain the necessary rights to use Customer Data,
    f. lawfully process Customer Data,
    g. abide by any of the restrictions described in this Agreement.

Groundhogg makes no warranty or representation concerning the accuracy of the information provided on the App’s page.

Groundhogg disclaims any and all warranties, express or implied, to the fullest extent permissible by applicable law. Groundhogg also disclaims any liability for claims arising out of misuse, improper selection, improper installation, modification or malfunction of the App.

The Vendor will use Apps in compliance with all applicable laws, including all export and re-export restrictions and regulations of authorities which may apply to the App.

Groundhogg has no obligation to promote, distribute or offer any Download on the Marketplace for sale.

GENERAL

Neither Party of this Agreement may assign any rights or obligations under this Agreement without the prior written consent of the other (not to be unreasonably withheld or delayed), provided either Party may assign this Agreement without consent of the other Party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the assigning Party’s assets not involving a direct competitor of the other Party.

The parties will act solely as independent contractors. This Agreement shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Vendor and Groundhogg, and the Customer shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. This Agreement is not for the benefit of any third parties.

If any term, condition or provision of this Agreement is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

Failure by either Party to exercise or enforce any provision of or any of its rights under this Agreement shall not be deemed a waiver of future enforcement of that or any other provision or right.

TERMINATION OF CONTRACT

This Agreement may be terminated for convenience upon written notice to the other party:

  1. by the User, any time, by turning off the Vendor feature,
  2. by Groundhogg, upon a decision to remove Marketplace service,
  3. by the Vendor, upon deleting all of their Apps from the Marketplace,
  4. immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.

If the Vendor violates any of the terms and conditions set forth by this Agreement, Groundhogg may, in addition to turning off the Vendor feature, terminate the Vendor’s access to the Marketplace and/or Services, and/or delete the Vendor’s content, and/or terminate the Vendor’s account without refund.

If Groundhogg terminates this Agreement as a result of an uncured breach by a Vendor or User, Groundhogg may apply any remedies available to it under the applicable law. Upon application of any remedies, the Vendor or User may lose Access or suffer a loss of certain features, functions, parts or elements of the Groundhogg Services.

If Groundhogg has reasonable grounds to believe that the Vendor’s or User’s use of the Groundhogg Marketplace may harm any third persons, Groundhogg has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.

Upon termination of this Agreement, the Vendor must notify Customers and Groundhogg at least 30 days in advance of the date when Vendor plans to make the Download private or delete the Download from the Marketplace.

The Vendor shall deactivate the Download and permanently delete the Customer Data, as soon as reasonably practicable after the effective date of termination of this Agreement. If the Customer has specifically requested for an earlier deletion of the Customer Data, Vendor shall fulfill such request within 1 month of its receipt of such request.

DISCLAIMER

Unless otherwise expressly stated by Groundhogg, any Download, any content, Services, Materials or features made available in conjunction with or through Marketplace, are provided “as is” and “as available”, without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Groundhogg disclaims all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for particular purpose, non-infringement of proprietary rights, correctness, accuracy, and reliability.

Unless otherwise expressly stated, Groundhogg does not warrant that the Marketplace and any Download, any content, Services, Materials or features made available in conjunction with or through Marketplace, will be uninterrupted or error-free, that defects will be corrected, or that the Marketplace and any Download, any content, Services, Materials or features made available in conjunction with or through Marketplace are free of viruses or other harmful components.

Unless otherwise expressly stated, Groundhogg does not warrant or make any representations regarding the use or results of the use of the Marketplace and any Download, any content, Services, Materials or features made available in conjunction with or through Marketplace or any linked sites, in terms of correctness, accuracy, reliability or otherwise.

The laws of certain countries and states do not allow limitations on implied warranties or the exclusion or limitation of certain damages. In such case, Groundhogg disclaims liability to the maximum extent allowed by applicable law.

INDEMNIFICATION

The Vendor agrees to defend, indemnify and hold Groundhogg, and it’s respective directors, officers, employees and agents, harmless from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Marketplace, any Download, any content, Services, Materials or features made available in conjunction with or through Marketplace, representations made to the Groundhogg, its affiliates and/or third parties, violation of this Agreement, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants.

Groundhogg reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which Vendor is required to indemnify Groundhogg, and Vendor agrees to cooperate with such defense of these claims.

INTELLECTUAL PROPERTY RIGHTS

The Groundhogg Marketplace, Materials, Groundhogg trade names and trademarks, Downloads published by Groundhogg and any parts thereof are solely and exclusively owned and operated by Groundhogg and its third party vendors and hosting partners.

Groundhogg Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Groundhogg, its affiliates, and licensors retain all right, title and interest in such Groundhogg Services, Marketplace, Materials, Groundhogg trade names and trademarks, and any parts or elements.

Your use of the Marketplace and Groundhogg Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Groundhogg Materials is strictly prohibited unless you have received express prior written permission from Groundhogg or the otherwise applicable rights holder. Groundhogg reserves all rights to the Groundhogg Services, Marketplace, Groundhogg and Groundhogg trade names and trademarks not expressly granted in this Agreement or Groundhogg Terms of Service.

Subject to this Agreement, Groundhogg grants Vendor and its Users a non-exclusive, non-transferable, non-sub-licensable license to use any part of the Content solely for personal, non-commercial use if all copyright and proprietary notices that are contained in such part of the Content are retained. You expressly acknowledge that you do not acquire any ownership rights to any copyrighted material from or through the Marketplace or the Groundhogg Services. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the Groundhogg Services or as otherwise permitted by applicable law.

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