Protecht Group Marketplace Terms and Conditions

The Protecht Group “Marketplace” is an online platform through which We make available Content libraries and pre-configured templates for the Protecht.ERM Service, including pre-configured forms, registers, reports and dashboards, inclusive of taxonomies and workflows (“Marketplace Content”).

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

By accessing or using the Marketplace or downloading any Marketplace Content, You agree to be bound by these Terms and Conditions. If You do not agree to these Terms and Conditions, do not access or use the Marketplace.

1. Introduction

1.1. You. Because all Marketplace Content available through the Marketplace is designed for use with the Protecht.ERM Service, the 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 Marketplace on Your behalf and any such person is binding You to these Terms and Conditions. Accessing and using the Marketplace includes browsing the Marketplace. Your right to access and use the Marketplace continues only for so long as You maintain a current subscription to the Protecht.ERM Service and ends in accordance with clause 5.3.

1.2. Your subscription. Marketplace Content is made available in accordance with Your subscription, as specified in Your Order Form or any SOW. No separate order is required to download Marketplace Content.

2. Your entitlement

2.1. Scope of Your entitlement. Marketplace Content is included with Your subscription. You may download and use only the Marketplace Content that We make available in accordance with Your subscription, as specified in Your Order Form or any SOW, subject to any usage restrictions or other terms associated with that Marketplace Content.

2.2. No separate fee. No separate fee is payable for Marketplace Content made available in accordance with Your subscription, as specified in Your Order Form or any SOW. The fees payable under the Agreement cover that Marketplace Content.

3. Use of Marketplace Content

3.1. Agreement. Without limiting the disclaimers, restrictions or other provisions in these Terms and Conditions, usage of all Marketplace Content is subject to the applicable terms and conditions of the Agreement, including any usage restrictions described in the Agreement. Any conflict or inconsistency between these Terms and Conditions and the other terms and conditions of the Agreement will be resolved in accordance with the order of precedence set out in the Agreement.

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 Marketplace and the Marketplace Content are reserved and retained by Protecht and its affiliates. Marketplace Content is provided on a subscription basis, not sold, and You do not acquire any ownership rights in the Marketplace or the Marketplace Content.

3.3. Updating, modifying and removing Marketplace Content. At any time, the Protecht Group may update, modify or remove any Marketplace Content from the Marketplace. Any Marketplace Content downloaded by You will include all updates to and modifications of that Marketplace Content. Your right to use any previously downloaded Marketplace Content will not be affected by its removal from the Marketplace, provided that Your right to access and use the Marketplace and any Marketplace Content at all times remains subject to, and ends on the expiry or termination of, Your subscription to the Protecht.ERM Service, or on the relevant Marketplace Content ceasing to be included in Your subscription, in accordance with clause 5.3.

4. 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 access and use the Marketplace and download Marketplace Content, all without violation of any other agreements with third parties or Your internal policies.

4.2. Compliance with law. You must use the Marketplace and Marketplace Content in compliance with all applicable laws.

5. 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 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 Marketplace and We may immediately revoke Your access to the Marketplace without notice. Termination under this clause 5.1 does not terminate the Agreement or Your subscription to the Protecht.ERM Service, and no refund of any part of Your Annual Subscription Fee is payable on such a termination.

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

5.3. Expiry or termination of Your subscription. Your right to access and use the Marketplace, and to download Marketplace Content, is provided only for so long as You maintain a current subscription to the Protecht.ERM Service. On the expiry or termination of that subscription, Your right to access and use the Marketplace and to download further Marketplace Content ends automatically, Your right to use any Marketplace Content already downloaded also ceases, and You must cease all use of, and delete, that Marketplace Content, except to the extent the Agreement expressly provides otherwise. If any Marketplace Content ceases to be included in Your subscription, the same consequences apply to that Marketplace Content. This clause 5.3 does not apply to a discontinuance of the Marketplace by Protecht under clause 5.2.

5.4. 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 Marketplace Content, clause 3.2 (Reservation of rights) and clause 4 (Your responsibilities) through clause 7 (General).

6. Liability

6.1. Disclaimer of warranties. To the maximum extent permitted by applicable law, Protecht offers the Marketplace and all Marketplace Content “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 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.

6.2. Limitations of liability. The exclusions and limitations of liability set out in the Agreement apply to all liability of each party arising from or in connection with these Terms and Conditions, the Marketplace and the Marketplace Content, as if that liability arose under the Agreement, and the aggregate liability of each party under the Agreement and these Terms and Conditions taken together will not exceed the liability cap specified in the Agreement.

6.3. Exceptions. The exceptions to the exclusions and limitations of liability set out in the Agreement apply to these Terms and Conditions, and apply also to any infringement or misappropriation of Our intellectual property rights in the Marketplace or the Marketplace Content.

6.4. Disclaimers for Marketplace Content. Clause 6.1 (Disclaimer of warranties) does not alter the disclaimers or limitations of liability for Marketplace Content in the Agreement, which continue to fully apply.

6.5. 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.

7. 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. We may update these Terms and Conditions from time to time in accordance with the amendment provisions of the Agreement, and those provisions, including the protections they give You, apply to any such update. All other changes or amendments to these Terms and Conditions require the written agreement of You and Protecht.

7.3. Relationship to the Agreement. These Terms and Conditions are incorporated in and form part of the Agreement, and the entire agreement provisions of the Agreement apply.

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. The assignment provisions of the Agreement apply to these Terms and Conditions.