Marketplace Terms & Conditions

E78’s NEXUS Marketplace is an E78-branded website which is hosted by a third party, AppDirect, Inc., and is thereby subject to the following Terms and Conditions:

These Marketplace Terms and Conditions (the “Terms and Conditions”) are applicable to all Users (as defined below) of the AppDirect Marketplace (as defined below) and are incorporated into the Agent Agreement between AppDirect Agent Services, Inc. and Technology Advisor (as defined in such Agent Agreement) and into the Customer Agreement between AppDirect CSP, Inc. and Customer (as defined in such Customer Agreement.

AppDirect Marketplace Access.

1. 1.1. Overview. The AppDirect Marketplace is available only to employees and authorized representatives (collectively, “Users”) of the employer indicated on the AppDirect Marketplace (the “Employer”) who have a registered User identification and password (as defined below). If a User does not have a valid registered User ID and Password or is no longer an employee or an authorized representative of the Employer, such User is not authorized to use or access the AppDirect Marketplace. The Employer, through its agreement(s) with AppDirect Agent Services, Inc. and/or AppDirect CSP, Inc., as applicable, (“AppDirect”), is providing the User with access to the information and services on the AppDirect Marketplace under these Terms and Conditions. The “AppDirect Marketplace” refers to the site which makes available certain AppDirect services (the “Services”) to Users, as authorized by the Employer.
   
   
   1.2. Access and Submission of Information. On the AppDirect Marketplace, Users will be able to access certain information and documents made available by AppDirect, the Employer and third parties and to participate in the Services. The Services may permit the User to make elections and submit information, in each case through the use of certain software proprietary to AppDirect, its affiliates and its licensors (the “Software”). Users acknowledge and agree that it is their responsibility to submit information relating to the Services and to verify the accuracy and completeness of such information. AppDirect does not review the accuracy or completeness of the information submitted by Users.
   
   
   1.3. Feedback. Users may from time to time provide suggestions, comments or other feedback (“Feedback”) to AppDirect with respect to the AppDirect Marketplace, the Software, the Services and/or related documentation. All Feedback is provided voluntarily and will not, absent a separate written agreement, create any confidentiality obligation for AppDirect, nor any proprietary right for Users or Employers. AppDirect may use, exploit, disclose, reproduce, license or otherwise distribute any Feedback it receives at its sole discretion.

2. Registration and Password. In order to access and use the AppDirect Marketplace, Users must provide their current User identification and password. Users will take any and all actions necessary to maintain the privacy of their User identification and password, including, without limitation, safeguarding their User identification and password in a private and secure place, adopting special precautions when accessing the AppDirect Marketplace from a computer that is available for use by other users and exiting from the AppDirect Marketplace at the end of each session. In the event that Users have reason to believe that a third party has access to their account, Users should immediately change their password and notify their Employer. Users agree not to adopt any obscene, vulgar or profane User identification or password. Users are prohibited from sharing their User identification and password. AppDirect may, in its sole discretion, deactivate without notice a User’s access to the AppDirect Marketplace and the Services if a single User identification is used from multiple locations or devices.

3. Laws and Regulations. Access to and use of the AppDirect Marketplace, the Software, and the Services are subject to all applicable international, federal, state, provincial, and local laws and regulations, including export and import laws and regulations. You agree to abide by these laws and regulations, including those that apply to the AppDirect Marketplace, the Software, and the Services and those that restrict or prohibit export for certain end-uses or to certain end-users, and not use the AppDirect Marketplace, the Software, or the Services in any way that violates such laws or regulations.

4. Privacy. Any personal information provided to AppDirect through the AppDirect Marketplace in connection with the Services, from a Technology Advisor or from a Customer, is subject to AppDirect’s Privacy Policy located at  www.AppDirect.com/legal.

5. Security. The security of information transmitted through the Internet can never be guaranteed. AppDirect is not responsible for any interception or interruption of any communications through the internet or for changes to or losses of data. Users are responsible for maintaining the security of any User identification, password or other form of authentication involved in obtaining access to password protected or secure areas of the AppDirect Marketplace. In order to protect Users and their data, AppDirect may suspend their use of the AppDirect Marketplace, without notice, pending an investigation, if any breach of security is suspected.

6. Copyrights and Trademarks. The AppDirect Marketplace and the Software are the sole and exclusive property of AppDirect, its affiliates or its licensors, and is protected by copyright, trademark, and other intellectual property laws. Users may not use the trademarks, logos and service marks (the “Marks”) found on the AppDirect Marketplace for any purpose, including, but not limited to, use as “hot links” or meta tags in other pages or sites on the World Wide Web, without the written permission of AppDirect or such third party that may own the Mark.

7. No Tampering. The AppDirect Marketplace and the Software include certain computer software that is subject to copyright protection by AppDirect, its affiliates or its licensors. Users agree and acknowledge that AppDirect, its affiliates or its licensors retain title to the AppDirect Marketplace and the Software and any copies thereof. Users are not purchasing title to the AppDirect Marketplace or the Software or copies thereof. AppDirect reserves all rights not expressly granted to Users. Users may not copy, distribute, transmit, display, publish, sell, rent, license, create derivative works or otherwise use the AppDirect Marketplace or the Software for any purposes. Users are granted access to use the AppDirect Marketplace and the Software on a limited, revocable, non-exclusive, and non-transferable basis, subject to these Terms and Conditions. Users may not decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the AppDirect Marketplace or the Software, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Software). Users agree not to modify, move, add to, delete or otherwise tamper with the AppDirect Marketplace or the Software. Any attempt to do so is a violation of the rights of AppDirect and its licensors.
8. No Transfer or Assignment. The right to use the AppDirect Marketplace, the Software and the Services is personal to each User and is not transferable by such User by assignment, sublicense, or any other method to any other person or entity. Any attempt by a User to transfer its rights shall be void and shall constitute a breach of these Terms and Conditions.

9. Offensive, Destructive or Inappropriate Use. Users will not exploit the AppDirect Marketplace, the Software or the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. Users are not permitted to use any personally identifiable information for personal use and will not to copy, transfer or distribute any personally identifiable information other than in compliance with all laws and as permitted in connection with the Services. Users will not to use the AppDirect Marketplace, the Software and the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and AppDirect will not be in any way responsible for any such use by Users, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that Users may receive as a result of using any of the AppDirect Marketplace, the Software and the Services.
10. Users’ Representation and Warranties and Covenants. Users represent, warrant and covenant that: (a) they are authorized to access and use the AppDirect Marketplace; (b) all instructions and information entered into the AppDirect Marketplace related to the Services will be accurate and complete; (c) they will verify and remain solely responsible for all instructions and information entered into the AppDirect Marketplace related to the Services; (d) they will not upload, transmit, distribute or otherwise publish through the AppDirect Marketplace any materials that contain a virus, worm or other harmful component or that would cause the AppDirect Marketplace to malfunction; and (e) they will not decompile, reverse engineer, disassemble or unlawfully use or reproduce any of the Software or other copyrighted or trademarked material, trade secrets or other proprietary information contained in the AppDirect Marketplace.

11. Links.11.1. Links from Third Party Sites. AppDirect prohibits unauthorized links to the AppDirect Marketplace and the framing of any information contained on the AppDirect Marketplace or any portion of the AppDirect Marketplace. AppDirect reserves the right to disable any unauthorized links or frames. AppDirect has no responsibility or liability for any material on other web sites that may contain links to the AppDirect Marketplace.11.2. Links to Third Party Sites. The AppDirect Marketplace may display, include or make available, content, data, information, applications or materials from third parties or provide links to certain third-party web sites. Third party materials and links to other web sites are provided solely as a convenience to Users. Users acknowledge and agree that AppDirect is 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 or web sites. AppDirect does not warrant or endorse and does not assume and will not have any liability or responsibility to Users or any other person for any third-party services, third party materials or web sites, or for any other materials, products, or services of third parties. Users also agree that any third-party charges that are necessary to use the AppDirect Marketplace, such as internet charges and service provider charges, are Users’ responsibility and not that of AppDirect. Users understand that by using any of the third party services, Users may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, Users agree to use such services at their sole risk and AppDirect shall not have any liability for content that may be found to be offensive, indecent, or objectionable.

12. No Warranties. AppDirect makes no warranties whatsoever with respect to the AppDirect Marketplace and the Software. Users acknowledge that their use of the AppDirect Marketplace and the Software is at their own risk. The AppDirect Marketplace and the Software is provided solely on an “as-is” and “as-available” basis. AppDirect makes no warranties, express or implied, in fact or by operation of law, statutory or otherwise. AppDirect expressly disclaims any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, and/or noninfringement. AppDirect disclaims any warranty that the operation of the AppDirect Marketplace and the Software shall be uninterrupted, free of viruses, worms, trojan horses or any other malicious code, error free or that it will function or operate in conjunction with any other product. AppDirect disclaims any warranty that the results obtained through the use of the AppDirect Marketplace and the Software will meet Users’ needs.

13. Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL APPDIRECT BE LIABLE FOR ANY DAMAGES SUFFERED BY USERS, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES. THIS LIMITATION OF LIABILITY SHALL BE IN FULL FORCE REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF AppDirect HAD PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. Termination. The use or access of the AppDirect Marketplace and the Software may be discontinued, temporarily or permanently, by AppDirect at any time without notice to Users. AppDirect shall not be liable or any suspension or discontinuance of the AppDirect Marketplace or the Software. Users’ right to access the AppDirect Marketplace and the Software shall terminate if Users cease to be an employee of the Employer. AppDirect may terminate without notice a User’s right to use or access the AppDirect Marketplace, the Software and the Services if AppDirect determines, in its sole discretion, that such User is violating these Terms and Conditions.

15. Changes. AppDirect reserves the right to change these Terms and Conditions in its sole discretion at any time. Any such changes to the Terms and Conditions will become effective immediately upon being posted on the AppDirect Marketplace. Users continued use of the AppDirect Marketplace shall constitute acceptance of such changed Terms and Conditions. The AppDirect Marketplace and the Software may be modified, temporarily or permanently, by AppDirect at any time without notice. AppDirect shall not be liable for any modification of the AppDirect Marketplace or the Software.