This addendum (the “Marketplace Services Addendum”) applies to you if you provide your customers with access to the Company’s marketplace (the “Marketplace”), which enables your customers to purchase third party products and services (collectively, the “Marketplace Services”). This Marketplace Services Addendum is incorporated by reference into ResellerClub’s Reseller Agreement. By using the Marketplace Services, you agree to the terms of this Marketplace Services Addendum and the ResellerClub’s Reseller Agreement. Unless otherwise stated, defined terms in this Marketplace Services Addendum have the meanings provided in the Reseller Agreement. For the purposes of this Marketplace Services Addendum, “Company” shall refer to the Company and its affiliates. The Company may modify this Marketplace Services Addendum at any time without notice.
Licenses for the Marketplace Services are provided to your customers by a third party designer, developer or other service provider (the “Marketplace Service Provider”). You acknowledge and agree that the Marketplace Service Provider is solely responsible for the content and any warranties it provides through the Marketplace. Any and all claims that you or your customers may have related to the Marketplace Services shall be directed to the Marketplace Service Provider.
MARKETPLACE TERMS OF SERVICE
In addition to this Marketplace Services Addendum, you shall cause your customers to enter into the [Marketplace Terms of Service] between you and your customers. You further covenant, represent and warrant that you and your customers shall comply with the [Marketplace Terms of Service] at all times.
MAINTENANCE AND SUPPORT
The Company is responsible for providing maintenance and support to Resellers for the Marketplace only, or as required under applicable law. Marketplace Service Providers are responsible for providing maintenance and support for the Marketplace Services themselves.
The Marketplace Services may enable access to Marketplace Service Providers’ and/or third-party services that are not offered through the Marketplace (collectively and individually, “External Services”). You agree, and you will cause your customers to agree, to use the External Services at your and their sole risk. The Company is not responsible for examining or evaluating the content, suitability or accuracy of any External Services, and shall not be liable for any such External Services. To the extent you or your customers choose to use such External Services, you and your customers are solely responsible for compliance with any applicable laws and the terms and conditions of such External Services.
NO WARRANTY; LIMITATION OF LIABILITY
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE MARKETPLACE SERVICES AND THE MARKETPLACE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ANY SERVICES PERFORMED OR PROVIDED BY THE COMPANY, INCLUDING WITHOUT LIMITATION PROVIDING ACCESS TO THE MARKETPLACE, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE MARKETPLACE SERVICES, AND THE MARKETPLACE, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE MARKETPLACE SERVICES AND THE MARKETPLACE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall the Company’s total liability to you for all damages (other than as may be required by applicable law) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
This file was last modified on April 12, 2018.