Welcome to the iVend Marketplace! The iVend Marketplace is an online marketplace for cloud and downloadable software applications, plugins and extensions (“Marketplace Apps” or “Apps”) that are designed to interoperate with CitiXsys’ software and cloud offerings (“iVend Products”).
- Your Orders
2.1. Order Details. Your Order will identify the Vendor, your authorized scope of use of the App (such as the platform or number of seats) and license or subscription term, as applicable. Once you complete your Order, CitiXsys will provide with you access to the applicable Apps, including any relevant license or access keys, as described in the Marketplace Policies.
Note: this Section 2.2 does not apply to Paid-via-Vendor Apps (see Section 2.5 below).
2.3. Return Policy. Returns and refunds of iVend Apps are governed by the CitiXsys Terms, as defined in Section 3.1(b). For Third Party Apps, you have thirty (30) days from the date you place your Order to cancel your Order and return the App. If you cancel your Order of a Third Party App within this 30-day period, CitiXsys will refund the amount you paid for the applicable Third Party App, and you must cease using the App and delete any copies of the App in your possession. Except as expressly provided in this Section 2.3, all Orders are non-cancelable and non-refundable.
Note: this Section 2.3 does not apply to Paid-via-Vendor Apps (see Section 2.5 below).
2.4. Trial Periods. The iVend Marketplace may offer free trial periods for Apps. After expiration of the trial period, if you do not place an Order for the App, the App will cease to function and you must cease using and delete your copies of the App and any related license or access keys.
2.5. Paid-via-Vendor Apps. While most Apps are provisioned by CitiXsys as described in Section 1, some Third Party Apps may be enabled or paid for through a third party Vendor’s own website (“Paid-via-Vendor Apps”). Paid-via-Vendor Apps will be identified in their listings or when you enable or pay for the App. Section 2.2 (Paid Apps) and Section 2.3 (Return Policy) do not apply to Paid-via-Vendor Apps and returns, if any, would be governed by the applicable Vendor Terms.
- Use of Marketplace Apps.
(a) Third Party Apps. Third Party Apps are subject to the third party’s Vendor Terms, not the CitiXsys Terms. By ordering, installing or enabling any Third Party App, you are entering into the Vendor Terms directly with the applicable third party Vendor. CitiXsys is not a party to, or responsible for compliance with, any third party Vendor Terms, and does not guarantee any third party Vendor Terms are adequate for your own needs. Please see Section 4 (Data Collection and Sharing) for additional information about how third party Vendors use your data.
3.2. Support and Maintenance. Any support and maintenance of Third Party Apps will be provided by the applicable Vendor and only to the extent described in the applicable Vendor Terms. CitiXsys is not responsible for any support and maintenance for Third Party Apps, and a Vendor’s failure to provide any support or maintenance does not entitle you to any refund. If CitiXsys is the Vendor, it will provide any support and maintenance in accordance with the CitiXsys Terms.
- Data Collection and Sharing.
4.1. Order Information. If you order a Marketplace App through CitiXsys, CitiXsys will provide the Vendor with the information you provide in completing the order, such as your name, company name (if any), addresses (including e-mail address) and phone number.
4.2. Third Party Vendor Use of Data. As referenced in the CitiXsys Terms, if you place an Order for Third Party Apps, you authorize Vendors to access or use certain data in the applicable iVend Products. This may include transmitting, transferring, modifying or deleting such data, or storing such data on Vendor or third party systems. Any third party Vendor’s use of accessed data (whether data in the iVend Products or separately collected from you or your device) is subject to the applicable Vendor Terms. CitiXsys is not responsible for any access, use, transfer or security of data or information by third party Vendors or by Third Party Apps, or for the security or privacy practices of any third party Vendor, Third Party App or their processors. You are solely responsible for your decision to permit any third party Vendor or Third Party App to access or use data to which you’ve granted access. It is your responsibility to carefully review the Vendor Terms, as provided by the applicable third party Vendor.
4.4. Analytics and Usage Data. In addition, you authorize the Vendor and CitiXsys (if CitiXsys is not the Vendor) to collect and use technical data and related information (including technical information relating to your device, system, and the App), in non-personally identifiable form, to facilitate the provision of software updates, product support, marketing efforts and other services to you related to the App. Vendor and CitiXsys (if CitiXsys is not the Vendor) may each use this information, as long as it is in a form that does not personally identify individual users, to improve their respective products or to provide services or technology to you (including with respect to CitiXsys, the iVend Marketplace and iVend Products).
- Reviews of Marketplace Apps.
The iVend Marketplace allows users to post reviews (e.g., a star rating) of Marketplace Apps and to post comments on your or other users’ reviews.
5.1. User Names Displayed. Reviews and comments are posted under the name and profile of the user submitting the content (as listed in his or her iVend account). Users who do not want their names or other profile information (such as profile photographs) to appear may not post reviews or comments on the iVend Marketplace.
5.2. Rules for Reviews. All reviews and comments must comply with CitiXsys’ Acceptable Use Policy and the terms below. To make your reviews and comments useful to others:
- Reviews must be made in good faith after reasonable evaluation of the relevant App.
- Users may post only one review per App, unless the latter review reflects a good-faith rating change based on further evaluation. Any modified reviews will be marked as “edited”.
- You (including anyone acting on your behalf) may not review or comment on your own App, an App owned by a company you work for, or those of competitors. As an exception, you may provide informational responses to support requests or other inquiries directed to you within the reviews or comments section of your App listing.
- A Review must evaluate the App itself and not be an evaluation of the underlying product with which the App integrates or functions.
- Reviews or comments unrelated to the relevant App are prohibited – for example, discussing CitiXsys’ employees, business or stock, or those of other companies, or unrelated products or services.
5.3. CitiXsys Rights. CitiXsys reserves the right, in its sole discretion and for any reason at any time, to remove or edit any review or comment on the iVend Marketplace. CitiXsys does not claim ownership of the content of reviews or comments you post on the iVend Marketplace. However, you hereby grant CitiXsys a nonexclusive, worldwide, irrevocable, perpetual, transferable, sublicenseable (through multiple tiers), fully paid-up, royalty-free license to use, distribute, reproduce, modify, excerpt, attribute, adapt, publicly perform and publicly display that content (in whole or in part) and to incorporate it into other works in any format or medium now known or later developed, and to permit others to do so.
- Your Responsibilities.
6.2 Compliance with Law and Reservation of Rights. You must use the iVend Marketplace and Marketplace Apps in compliance with all applicable laws.
- Term and Termination.
- Important Disclaimers and Limitations of Liability.
8.2. Removal of Apps. At any time, CitiXsys may remove an App from the iVend Marketplace in accordance with its applicable policies, and Vendors may also update, modify or remove their own Apps at any time.
8.3. Interoperability. CitiXsys makes no guarantee that any Apps will work properly with iVend Products or that Apps will continue to work with iVend Products as they change over time. Some Apps rely on hosted or cloud services provided by the Vendor or third parties, and these Apps may not function properly or may become inoperable if those services are discontinued.
8.4. Disclaimer of Warranties. To the maximum extent permitted by law, iVend offers the iVend Marketplace and all Third Party Apps “AS IS” and “AS AVAILABLE”, and CitiXsys hereby 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 iVend Marketplace or this Agreement. 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.
8.6. Disclaimers and Limitations of Liability for iVend Apps. Section 8.4 (Disclaimer of Warranties) and 8.5 (Limitations of Liability) do not alter the disclaimers or limitations of liability for iVend Apps in the CitiXsys Terms, which continue to fully apply.
- Dispute Resolution; Governing Law.
9.1. Informal Resolution. In the event of any controversy or claim arising out of or relating to these Terms, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under these Terms pursuant to Section 22.2 (Governing Law; Jurisdiction). All negotiations pursuant to this Section 22.1 will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.
9.2. Governing Law; Jurisdiction. This Agreement shall be interpreted according to the laws of the State of New York without regard to or application of choice of law rules or principles. Each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to this Agreement must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal court in New York, NY, USA, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in New York, NY, USA, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. In any action or proceeding to enforce a party’s rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.
9.3. Injunctive Relief; Enforcement. Notwithstanding the provisions of Section 22.1 (Informal Resolution) and 22.2 (Governing Law; Jurisdiction), nothing in these Terms will prevent us from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
9.4. Exclusion of UN Convention and UCITA. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms. The Uniform Computer Information Transactions Act (UCITA) will not apply to these Terms regardless of when or where adopted.
10.2. Reporting Copyright and Trademark Violations. If you believe that any content in the iVend Marketplace violates your copyright, please email at email@example.com
10.8. Export Laws and Regulations. You may not use or otherwise export or re-export the Marketplace Apps except as authorized by United States law and the laws of the jurisdiction in which the App was obtained. In particular, but without limitation, Apps may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list or the U.S. Department of Commerce’s Denied Persons, Entity, or Unverified Lists. By using any Marketplace App, you represent and warrant that you are not located in any such country or on any such list. You agree not to use or provide the Apps for any prohibited end use, including to support any nuclear, chemical, or biological weapons proliferation, or missile technology, without the prior permission of the United States government.