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Protecht Group Marketplace Terms and Conditions.

Version 2.0, updated July 2024

The “Protecht Group Marketplace” is an online marketplace for packages of Content libraries and pre-configured templates for the Protecht.ERM Service (“Packages”).

Access to and use of the Protecht Group Marketplace is governed by these Protecht Group Marketplace Terms and Conditions (“Terms and Conditions”), which form a legally binding agreement between You (as defined in clause 1.1) and the entity identified as ‘Protecht’ in the Agreement (“Protecht” or “We” or “Our”). Capitalized terms used in these Terms and Conditions have the same meanings given in the applicable terms and conditions that govern Your subscription to the Protecht.ERM Service (“Agreement”).

By placing an Order for a Package or accessing or using the Protecht Group Marketplace, You agree to be bound by these Terms and Conditions. If You do not agree to these Terms and Conditions, do not place an Order or access or use the Protecht Group Marketplace.

  1. Introduction

1.1. You. Because all Packages available through the Protecht Group Marketplace are designed for use with the Protecht.ERM Service, the Protecht Group Marketplace may only be accessed and used by or on behalf of an existing customer of Protecht with a subscription to the Protecht.ERM Service (“You” or “Your”). You are fully responsible for compliance with these Terms and Conditions by anyone accessing or using the Protecht Group Marketplace or placing an Order on Your behalf and any such person is binding You to these Terms and Conditions. Accessing and using the Protecht Group Marketplace includes browsing the Protecht Group Marketplace.

1.2. Orders. An “Order” includes any order to subscribe for a Package through the Protecht Group Marketplace. By downloading a Package You will be regarded as placing an Order for a Package.

  1. Your Orders

2.1. Order details. Your Order will identify the Packages You wish to subscribe to, along with any usage restrictions or other terms associated with any of the Packages. Once You complete Your Order, Protecht will provide You with access to the applicable Packages.

2.2. Payment. To receive access to a Package, You must have paid for that Package as part of a Marketplace Plan or have paid Protecht the fees, including all applicable Taxes, in accordance with Your Order.

  1. Use of Marketplace Packages

3.1. Agreement. Without limiting the disclaimers, restrictions or other provisions in these Terms and Conditions, usage of all Packages is subject to the applicable terms and conditions of the Agreement, including any usage restrictions described in the Agreement. In the event of a conflict between these Terms and Conditions and the Agreement, the Agreement will govern each party’s rights and responsibilities related to the Package itself while these Terms and Conditions will govern the Protecht Group Marketplace generally.

3.2. Reservation of rights. Except for any rights expressly granted to You in these Terms and Conditions and in the Agreement, all right, title and interest (including intellectual property rights) in the Protecht Group Marketplace and the Packages are reserved and retained by Protecht and its affiliates. Packages are provided on a subscription basis, not sold, and You do not acquire any ownership rights in the Protecht Group Marketplace or the Packages.

3.3. Updating, modifying and removing Packages. At any time, the Protecht Group may update, modify or remove a Package from the Protecht Group Marketplace. Any Package purchased by You will include all updates to and modifications of that Package. Your right to use any previously purchased Package will not be affected by its removal from the Protecht Group Marketplace.

  1. Your Responsibilities

4.1. Representations and Warranties. You (including anyone acting on Your behalf) represent and warrant that You have all necessary right, power and authority (i) to enter into and be legally bound by these Terms and Conditions and (ii) to place any Orders, all without violation of any other agreements with third parties or Your internal policies.

4.2 Compliance with Law. You must use the Protecht Group Marketplace and Packages in compliance with all applicable laws.

  1. Termination

5.1. For Cause. If You fail to comply with any of the provisions of these Terms and Conditions, We will notify You of that non-compliance and give You a 30 day period to remedy the failure. If You fail to remedy within that 30 day period, or if We reasonably consider that the breach is sufficiently egregious that Your continued use of the Protecht Group Marketplace exposes Us to unacceptable risk, We may terminate these Terms and Conditions by notice to You. In case of such termination, You must immediately cease all use of the Protecht Group Marketplace and We may immediately revoke Your access to the Protecht Group Marketplace without notice. You may terminate these Terms and Conditions in accordance with Your rights at law.

5.2. Discontinuation of Marketplace. Protecht may, in its sole discretion, discontinue the Protecht Group Marketplace and terminate these Terms and Conditions on reasonable notice to You. Your right to use any previously purchased Packages will not be affected by discontinuance of the Protecht Group Marketplace.

5.3. Survival. The following provisions will survive any termination or expiration of these Terms and Conditions: Clause 3.1 (Agreement), if applicable for continued use of Packages, Clause 3.2 (Reservation of Rights) and Clause 4 (Your Responsibilities) through Clause 7 (General).

  1. Liability

6.1. Indemnification. Each party agrees to indemnify, defend (at the other party’s request) and hold harmless the other party and its affiliates, and their respective employees, contractors and agents from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs) arising out of breach by the first party of these Terms and Conditions or infringement by the first party of any rights of a third party. The first party may not settle any such claim without the other party’s prior written consent. The other party will mitigate any loss or damage it claims under this indemnity to the extent reasonably practicable.

6.2. Disclaimer of Warranties. To the maximum extent permitted by applicable law, Protecht offers the Protecht Group Marketplace and all Packages “AS IS” and “AS AVAILABLE” and disclaims all warranties, whether express, implied or statutory, including but not limited to any implied warranties of title, non-infringement, merchantability or fitness for a particular purpose, relating to the Protecht Group Marketplace or these Terms and Conditions. You may have other statutory rights in which case the duration of any statutory warranties will be limited to the maximum extent permitted by law.

6.3. Limitations of Liability. To the maximum extent permitted by applicable law, in no event will either party, their affiliates, or any of their respective employees, contractors or agents be liable for any (i) loss of profits or revenue, (ii) loss of business, business interruption or loss of business opportunity, (iii) depletion of goodwill or similar loss, (iv) pure economic loss, or (v) special, indirect, incidental, exemplary, punitive or consequential damages, charges, losses or expenses arising from or in connection with these Terms and Conditions, even if a party has been advised of that possibility and notwithstanding the failure of essential purpose of any remedy. In no event will the aggregate liability of either party, their affiliates, and their respective employees, contractors and agents arising from or in connection with these Terms and Conditions exceed an amount equal to the total fees paid by You to Us under these Terms and Conditions in the 12 month period commencing on the Commencement Date or an anniversary of the Commencement Date during which a claim is made against that party (or if there is more than one claim or a series of related claims, during which the first of those claims is made against that party).

6.4 Exceptions. Nothing in these Terms and Conditions limits or excludes the liability of a party for: (i) fraudulent or criminal conduct (including fraudulent misrepresentation), gross negligence or willful misconduct, death or personal injury caused by negligence, or any other liability to the extent it cannot be excluded or limited by applicable law; (ii) any liability under clause 6.1 (Indemnification); (iii) fees payable by You under these Terms and Conditions; and (iv) infringement or misappropriation of Our intellectual property rights in the Protecht Group Marketplace or the Packages,

6.5. Disclaimers and Limitations of Liability for Packages. Clause 6.2 (Disclaimer of Warranties) and 6.3 (Limitations of Liability) do not alter the disclaimers or limitations of liability for Packages in the Agreement, which continue to fully apply.

6.6. Failure of Essential Purpose. You agree that the waivers and limitations specified in this Clause 6 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms and Conditions is found to have failed of its essential purpose.

  1. General

7.1. Protecht Contracting Entity, Notices, Governing Law and Jurisdiction. You are contracting with the Protecht entity identified in the Agreement. The manner in which notices should be directed, the law that will apply to any disputes arising under these Terms and Conditions, and the court with exclusive jurisdiction over any such dispute will be as specified in the Agreement.

7.2. Changes to Terms. Protecht may modify these Terms and Conditions by notifying You of the updated Terms and Conditions. You will be required to click to agree to the modified Terms and Conditions in order to continue using the Protecht Group Marketplace. Your continued use of the Protecht Group Marketplace (including any future Orders) after the effective date of the modifications constitutes Your acceptance of the modified terms. For clarity, the version of these Terms and Conditions in place at the time of an Order will apply for the purposes of that Order. Except as provided in this Clause 7.2, all changes or amendments to these Terms and Conditions require the written agreement of You and Protecht.

7.3. Entire Agreement. These Terms and Conditions constitute the entire agreement between the parties with respect to their subject matter and supersedes any and all prior or contemporaneous agreements between the parties with respect to their subject matter. For clarity, this does not limit the Agreement, which applies in accordance with Clause 3 above.

7.4. Interpretation. If any provision of these Terms and Conditions is held invalid by a court with jurisdiction over the parties, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of these Terms and Conditions will remain in full force and effect. A party’s failure to enforce any provision of these Terms and Conditions will not constitute a waiver of that party’s rights to subsequently enforce the provision. In these Terms and Conditions, headings are for convenience only and terms such as “including” are to be construed without limitation.

7.5. Assignment. Neither party may assign these Terms and Conditions or any of its rights under these Terms and Conditions without the other party’s prior written consent, such consent not to be unreasonably withheld.