Marketplace Terms of Service

OpenText Marketplace End User Participation Terms

These OpenText Marketplace End User Participation Terms (“Participation Terms”) apply to your use of the OpenText Marketplace (the “Marketplace”) provided by Open Text Corporation and its affiliates (hereinafter referred to as “OpenText”, “we”, “us”, “our”) and any applications and related documentation made available in the Marketplace (each, an “Application”).

Before accessing the Marketplace or any Application, carefully read these Participation Terms. The licensor of each Application (the “Application Provider”) is either OpenText or a third-party licensor. The Application Provider licenses the Application to you, the original end user, either for free or for a charge, solely for your organization's internal purposes as set forth below and subject to the applicable end user license agreement. Your use of each Application that you download through the Marketplace is governed by the terms of the End User License Agreement (“EULA”) specified by the Application Provider.

Where OpenText is the Application Provider, the license to the Application is governed by the OpenText EULA embedded in the Application or, if no EULA is contained in the Application, the EULA found at https://www.opentext.com/agreements corresponding to the region and country where you are located (or if your country is not listed, the OpenText EULA for the United Kingdom), effective on the date when you initially download the Application. Where the Application Provider is a third party and not OpenText, the use of the third-party Application is governed by the terms and conditions specified by the third party and not by the OpenText EULA.

If you do not agree to these Participation Terms, you may not use, download from, or otherwise access the Marketplace. Using, downloading, or otherwise accessing any part of the Marketplace or any Application available through the Marketplace indicates that you accept these Participation Terms. You must be 18 years of age or older to use the Marketplace or download an Application. The Marketplace and Applications are intended for access and use by commercial users and not individual consumers.

1. Application Terms. Your agreement with any third-party Application Provider is solely between you and that Application Provider. Such third party is solely responsible for the corresponding Application, the content therein, any applicable warranties and any claims relating to the third-party Application. You acknowledge that, except where OpenText is the Application Provider, OpenText is not a party to the agreement between you and the Application Provider and OpenText is not responsible for any third-party Application, the content therein, or any claims that you or any other party may have related to that Application. However, you further acknowledge and agree that, with respect to any Application for which OpenText is not the Application Provider, OpenText is a third-party beneficiary of the applicable EULA and, in such capacity, has the right to enforce such EULA against you.

2. Prices and Taxes. Prices will be as set out on the Marketplace at the time an order is submitted. Prices are exclusive of taxes, duties, and fees (including installation, shipping, and handling) unless otherwise quoted.

3. Invoices and Payment. You agree to pay all invoiced amounts at the time of purchase. OpenText may suspend or cancel performance of any orders if you fail to make payments when due. All sales are final and non-refundable.

4. Restrictions. OpenText or its suppliers own all right, title and interest in and to the Marketplace and all Applications of which OpenText is the Application Provider (including all patents, copyrights, trademarks and other intellectual property rights relating thereto). Each Application is licensed for use only for a single OpenText account, and you may not distribute or make the Application available over a network or for use with multiple devices. You may not modify or alter an Application or use it other than as expressly authorized by the applicable EULA; provided that, if applicable law permits you to copy or modify the Application, then you may copy and modify the Application solely to the extent, and for such purposes as, expressly permitted by applicable law. You may not attempt to, or assist or encourage any other person or entity to circumvent, disable or modify any security technology or software that is part of the Application or specified by OpenText. Except as expressly authorized herein or in the applicable EULA, all rights in the Applications are reserved by the Application Provider. You agree that you will not engage in any activity that interferes with or disrupts the Marketplace or services available through any Application you have downloaded.

5. Access to Applications. OpenText reserves the right, at its sole discretion and at any time, to add, remove, disable access to, block, or modify the Marketplace or to impose limits on the use of or access to features or portions of the Marketplace. In the event OpenText determines in good faith that it is appropriate to do so, due to changes in the obligations to, or restrictions imposed by, its third-party licensors or partners, an Application Provider's violation of its agreement with OpenText, or any governmental restriction or court order, OpenText may, without prior notice or liability to you, remove, disable access to, block, or modify remotely any Applications previously downloaded by you from the Marketplace. In such event, you may need to contact the Application Provider for further action or access. Each order for an Application is subject to acceptance by OpenText or the applicable third party Application Provider. All Applications featured in the Marketplace are subject to availability at the time of purchase.

6. Modification of Participation Terms. OpenText reserves the right to modify these Participation Terms at its sole discretion at any time. Such changes will be effective when posted on this website or on the effective date specified in the posting or other notice. You agree to review the Marketplace, including these Participation Terms, periodically to ensure you are aware of any changes to the terms and conditions that apply to you. We may notify you of material changes to these Participation Terms by sending a notice to the email address associated with your account, posting a notice on Marketplace website, or by other methods that we may communicate to you. Your use of and access to the Marketplace after any changes become effective will be considered your acceptance of those changes and will constitute your agreement to be bound thereby. If you object to any such changes, you may not continue to use or access the Marketplace and your sole recourse will be to stop using the Marketplace.

7. Support. Support of an Application is solely as agreed by you and either (i) the applicable third-party Application Provider or (ii) OpenText, where it is the Application Provider. OpenText does not provide support for third-party Applications. For any issues or questions concerning third-party Applications, please contact the third-party Application Provider.

8. Reviews. OpenText, in its sole discretion, may permit users to post reviews of Applications on the Marketplace. Such reviews reflect the opinions of the reviewers and not OpenText, and OpenText makes no representations as to the accuracy or completeness of the reviews. You agree that OpenText shall have no liability to you if you rely on the reviews to download or use an Application. The posting of any reviews by you shall be subject to the OpenText Community Network Terms of Use available at https://www.opentext.com/agreements. You acknowledge that your personally identifiable information may be associated with your review unless you post the review anonymously.

9. Indemnification. To the maximum extent permitted by law, you agree to defend, indemnify and hold OpenText, its directors, officers, employees, affiliates and agents harmless from and against any and all claims arising out of your breach of these Participation Terms, your use of the Marketplace, or your use of any Applications downloaded from the Marketplace.

10. WARRANTY DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE MARKETPLACE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTY OF ANY KIND. OPENTEXT DOES NOT WARRANT THAT USE OF THE MARKETPLACE WILL BE UNINTERRUPTED, FAULT-TOLERANT OR ERROR FREE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OPENTEXT AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY IMPLIED OR STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY STATED IN THE OPENTEXT EULA FOR AN APPLICATION OF WHICH OPENTEXT IS THE APPLICATION PROVIDER, OPENTEXT MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. ALL THIRD-PARTY SOFTWARE AND OPEN SOURCE SOFTWARE IS PROVIDED “AS-IS,” WITHOUT WARRANTIES OF ANY KIND BY OPENTEXT.

11. Limitation of Liability. In no event shall OpenText be liable for: (i) indirect, incidental, special, consequential, aggravated, exemplary, or punitive damages; or (ii) damages, compensation or reimbursement for lost sales, lost revenue, lost profits, loss of anticipated savings, downtime costs, lost or corrupted data, cost of substitute services or products or facilities, re-procurement amounts. Except as provided below, the maximum collective liability of OpenText for all claims in the aggregate arising from or relating to the Marketplace is limited to an amount equal to the sum of the total fees and charges paid by you for access to the Marketplace in the preceding twelve (12) months. Nothing in this clause shall exclude or limit liability for (i) death or personal injury caused by negligence; (ii) fraud; or (iii) any other liability that cannot be excluded or limited by applicable law. The limitations and exclusions in these Participation Terms apply in regard to any and all claims arising out of or relating to the Marketplace, in tort, equity, at law, strict product liability, or otherwise, including claims of negligence, breach of contract or warranty, regardless of the form of action, or whether any such claim relates to acts or omissions of the party claimed against or any other person or entity (including, without limitation, such party’s subcontractors), and even if: (i) a party is advised of the possibility of such damages or claims; (ii) such damages or claims were foreseeable; or (iii) a party’s remedies fail in their essential purpose.

12. Export Laws. The Marketplace and Applications may be subject to export and import control laws of Canada, the United States, the European Union, or other countries. You agree to comply strictly with all applicable export and import regulations, including, but not limited to (i) the Export Administration Regulations maintained by the U.S. Department of Commerce, and (ii) the trade and economic sanctions maintained by the U.S. Department of Treasury Office of Foreign Assets Control, and will not allow use of the Marketplace or any Application in a manner that breaches or facilitates the breach of such regulations. You have the responsibility to obtain any licenses required to export, re-export, or import any Application, including deemed exports. Neither the Marketplace nor any Application shall be provided to nor used by anyone: (a) located in any applicable embargoed or sanctioned countries or by any Foreign National of a U.S. embargoed country; or (b) included on the U.S. Treasury Department’s list of Specially Designated Nationals; (c) the U.S. Department of Commerce’s Denied Persons or Entity List; or (d) subject to trade control sanctions or blocking measures. By using the Marketplace, you represent and warrant that neither you nor any person provided access to the Marketplace or any Application is located in any such country or on any such list.

13. Term and Termination. These Participation Terms are effective until terminated. OpenText may terminate these Participation Terms in whole or as it applies to your use of any Application if you breach any of these Participation Terms or the applicable EULA. You may cease to use the Marketplace at any time, provided that any terms relating to your use of any Application will survive unless and until you destroy all copies of such Application and related documentation. In addition, OpenText reserves the right to modify, suspend, or discontinue the Marketplace (or any part or content thereof) at any time with or without notice, and OpenText will not be liable to you or to any third party should it exercise such rights. Sections 3 (Invoices and Payment), 4 (Restrictions), 7 (Support), 8 (Reviews), 9 (Indemnification), 10 (Warranty Disclaimer), 11 (Limitation of Liability), 14 (Governing Law), 15 (Notice to Law Enforcement) will survive any expiration or termination of these Participation Terms.

14. Governing Law. These Participation Terms, as well as any claims or causes of action, whether in contract, tort or statute, based on, arising under or relating hereto, will be governed and enforced pursuant to the laws of the State of Delaware, without giving effect to any conflict of law rule or other rule that could result in the application of laws of a different jurisdiction. The parties consent to exclusive jurisdiction of the state and federal courts of Delaware. The United Nations Convention on Contracts for the International Sale of Goods will not apply. The prevailing party in any proceeding has the right to recover costs and reasonable attorneys' fees as awarded by the court or arbitrator.

15. Notice to Law Enforcement. Notwithstanding any other term of these Participation Terms, you acknowledge and agree that OpenText shall have a right to notify law enforcement agencies if, during the provision of the Marketplace or any Application, OpenText: (a) observes information that, in the opinion of OpenText, may constitute child pornography; (b) believes in its reasonable opinion that continued provision of the Marketplace or Applications will commit or aid and abet any crime; or (c) discovers evidence of the planning of a future crime. In such an event, OpenText may notify you of such evidence, and you agree that OpenText has a right to terminate your access to the Marketplace or any Application, without liability or penalty.

16. ENTIRE AGREEMENT: These Participation Terms represent the entire agreement between you and us and supersedes any prior or current understandings with respect to their subject matter hereof. A failure by OpenText to exercise, or a delay in OpenText's exercise of, its rights hereunder is not a waiver of those rights.