This User Agreement (“Agreement”) governs your use of the PTC Marketplace. The PTC Marketplace is an online resource enabling PTC partners and customers to connect and share information about products and services designed to work with PTC products. Through the PTC Marketplace, users may review, download, and install among other things, applications, extensions, plug-ins, custom agents and integrations developed for use with PTC products.
By clicking the “Accept” button displayed as part of the signup process and by using the PTC Marketplace, You indicate Your acceptance of this Agreement, which are the terms of a legal agreement between You and PTC. If You are accepting this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to this Agreement. In that case, the terms “You” or “Your” will refer to such entity. If You do not have such authority or You do not agree with this Agreement, You must not select the “Accept” button and You may not use the PTC Marketplace.
All references to the PTC Marketplace include all content, including but not limited to any software, documentation and other content included on the PTC Marketplace websites, even if downloaded. The “Effective Date” of this Agreement is the date of Your acceptance of this Agreement. PTC may modify this Agreement at any time by posting a revised version on the PTC Marketplace and notifying You as set forth herein. The modified terms will become effective upon posting or, if PTC notifies You by email, as stated in the email message. By accessing and using the PTC Marketplace after You have been notified of any modifications to this Agreement, You agree to be bound by the modified terms. You can review the current Agreement at https://www.ptc.com/marketplace/about/terms
“Company” means a company or a person.
“Marketplace Listing” means a catalog entry on the PTC Marketplace that includes references or links to a Solution and/or Other Material.
“Other Material” means the PTC Marketplace content, except for Solutions, which may include without limitation: (i) company profiles and other PTC partner information; (ii) marketing collateral, code snippets, documentation, hints, tips, or other instructions applicable to PTC products and/or service; (iii) descriptions of PTC system integration services provided by partners; and (iv) links to other relevant websites; and, any other relevant written, audio, or video content.
“PTC,” “We,” “Us” or “Our” means PTC Inc.
“PTC System” means any PTC software, network or website and may include, but may not be limited to the PTC Marketplace, or the PTC software.
“Solution” means any (i) downloadable software including but not limited to applications, extensions, plug-ins, custom agents, or integrations that are designed to interoperate with the PTC products; (ii) system integration services related to PTC products; or (iii) products that are either deemed as Ready, or which have been built using the PTC products.
“PTC Software” means, for the purposes of this Agreement and unless otherwise specified, the PTC software products and all components thereof that are made accessible to You pursuant to a PTC agreement.
“Ready” means the designation applied to products that are established to work with PTC products as further described in the documentation and/or Marketplace Listing.
“Your Data” means electronic data or information submitted by You into PTC’s systems and/or through a Solution.
Any Solution that is made available through the PTC Marketplace is governed by the applicable license accompanying the Solution, including any click-through agreement that You must accept prior to downloading or installing the Solution, together with the applicable PTC Agreement governing Your use of PTC products. Please read those terms carefully before downloading, installing, and/or using any Solution. Your acquisition, installation and/or use of Solutions provided by another Company, and any exchange of data between You and any other Company, is solely between You and that Company. We do not warrant or support Solutions provided by other Companies, whether or not those Solutions are designated as Ready or otherwise certified or designated as interoperable with PTC products. Notwithstanding anything to the contrary herein, Solutions may only be used with PTC products and only as permitted by the applicable PTC Agreement governing Your use of the PTC products. Solutions may not be used for commercial or production purposes unless You have purchased a commercial license from PTC for the PTC product.
Certain content, products, and services available via the PTC Marketplace may include materials from third parties. PTC may provide links to third-party websites as a convenience to You. You agree that PTC is not responsible for examining or evaluating the content or accuracy, and PTC does not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. You agree that You will not use any third-party materials in a manner that would infringe or violate the rights of any other party, and that PTC is not in any way responsible for any such use by You.
If You install or use a Solution that is provided by a Company other than PTC, You acknowledge that those Solutions may transmit Your Data, including PI as defined below, out of PTC systems during normal use. You further acknowledge that if You install or use a Solution provided by a third party, the provider of those Solutions may be able to access Your Data and/or PI that is processed or transmitted by those Solutions. You acknowledge and agree that PTC is not responsible for the privacy, security or integrity of Your Data and/or PI processed or transmitted by any Solution. You further acknowledge that, if You use a Solution provided by another Company, that Solution or Solution’s provider may disclose, modify or delete Your Data and/or PI, and the Solution’s provider may collect and use data pertaining to Your configuration and use of the Solution. PTC is not responsible for any transmission, collection, disclosure, modification, use or deletion of Your Data or PI, as described herein, by or through third party Solutions and/or the providers of those Solutions. Personal Information (“PI”) means any information or set of information that identifies or can be used to identify an individual. PI does not include information that is encoded or anonymized, or publicly available information that has not been combined with non-public personal data.
Except as expressly permitted in this Agreement, You must not (i) permit any third party to use or access the PTC Marketplace using Your account, (ii) create derivative works based on the PTC Marketplace, (iii) copy, frame or mirror any part of the PTC Marketplace, (iv) reverse engineer the PTC Marketplace or any software supplied thereon in object code format (except to the extent this prohibition is not permitted under applicable laws), or (v) access the PTC Marketplace in order to build a competitive product or service or to copy any features, functions or graphics of the PTC Marketplace. You shall use the PTC Marketplace only in accordance with this Agreement and all applicable laws and government regulations. When participating in the PTC Marketplace, You must always participate as Yourself and when applicable, correctly identify any affiliation You have with another organization. You agree that PTC may send You important information and notices regarding the Your PTC Marketplace account by email, text messaging or other means based on the information You provide to PTC. You must not:
- Infringes or violates the intellectual property or other rights of any person or entity;
- Intentionally interferes with the operation of the PTC Marketplace;
- Violates anyone’s privacy or publicity rights;
- Breaches any duty of confidentiality that You owe to anyone;
- Provides any non-public information about PTC or any other Company without authorization;
- Is, in PTC’s judgment, harassing, defamatory, abusive, lewd, pornographic, obscene or otherwise objectionable or unlawful;
- Attempts to obtain any materials or information through any means not intentionally made available or provided for through the PTC Marketplace;
- Contains or installs any viruses, worms, bugs, Trojan horses, malware or other code, files or programs designed or having the capability to disrupt, damage or limit the functionality of any software or hardware or the PTC Marketplace; or
- Contains false or deceptive language, unsubstantiated or comparative claims regarding PTC’s or others’ products, advertising, commercial referrals, spam, chain letters, or any other solicitation, including solicitation of lawsuits.
PTC has the right, but not the obligation, to monitor the content of the PTC Marketplace to determine compliance with this Agreement and any other PTC Agreement. PTC has the right, in its sole discretion, to edit, refuse to post, or remove any material submitted to or posted on the PTC Marketplace that we find to be in violation of this Agreement, any other PTC Agreement, or otherwise objectionable. You are solely responsible for any information You post, transmit, or otherwise make available on or through the PTC Marketplace. You acknowledge and agree that PTC does not have any liability to You for any action or inaction with respect to any conduct, communication, or posting on the PTC Marketplace.
The trademarks, logos, trade names, and service marks ("Marks") displayed within the PTC Marketplace are the property of PTC or other third parties. You are not permitted to use these Marks without the prior written consent of PTC or applicable third party owner.
PTC makes no representations whatsoever about any third party web site which you may access through the PTC Marketplace. When you access a third party web site, you agree that it is independent from PTC, and that PTC has no control over any content on that web site. In addition, a link to a third party web site does not mean that PTC accepts any responsibility for the content, or the use, of such web site. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojans and other items of a destructive nature.
You agree that PTC may, at any time and in its sole discretion, terminate or suspend Your access to all or any part of the PTC Marketplace and any account(s) You may have in connection with the PTC Marketplace for any reason and without notice. You may discontinue Your use of the PTC Marketplace at any time. If You breach the terms of this Agreement or any PTC Agreement, Your authorization to access and use the PTC Marketplace automatically terminates.
PTC DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE AVAILABILITY, USE, TIMELINESS, SECURITY, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING, THE PTC MARKETPLACE, THE CONTENT CONTAINED THEREIN INCLUDING APPLICATIONS, OR ANY OTHER WEB SITES LINKED TO OR FROM THE PTC MARKETPLACE, EVEN IF PTC REVIEWED, CERTIFIED, OR MODERATED THESE THINGS. PTC DOES NOT WARRANT OR GUARANTEE THAT YOUR USE OF THE PTC MARKETPLACE WILL INCREASE YOUR SALES OR RESULT IN ANY OTHER BENEFIT TO YOU. ANY PTC MARKETPLACE CONTENT DOWNLOADED OR OTHERWISE OBTAINED BY YOU THROUGH THE USE OF THE PTC MARKETPLACE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL OR USE OF THE PTC MARKETPLACE. THE PTC MARKETPLACE, AND THE CONTENT CONTAINED THEREIN, IS PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PTC DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
You agree to indemnify, defend, and hold PTC, its affiliates, directors, officers, partners, third party vendors, advertisers, and employees, harmless from any and all third party claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of Your use of the PTC Marketplace and/or any Solution, Your violation of this Agreement, or Your violation of any rights of a third party.
NEITHER PTC NOR PTC’S AFFILIATES, LICENSORS, OR THIRD PARTY VENDORS (EACH A “PTC PARTY”) WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE USE OR THE INABILITY TO USE THE PTC MARKETPLACE, SOLUTIONS, MATERIAL, MARKETPLACE LISTINGS, OR ANY LINKS, INCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LINE FAILURE, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR LOSS OF YOUR DATA, STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR WITHIN THE PTC MARKETPLACE, AND ALL OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, DATA, BUSINESS OR PROFITS) EVEN IF A PTC PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
PTC controls and operates the PTC Marketplace from the United States and the PTC Marketplace is not intended to subject PTC to the laws or jurisdiction of any state, country or territory other than that of the Commonwealth of Massachusetts, USA. In choosing to access the PTC Marketplace, You do so on Your own initiative and at Your own risk, and You are responsible for complying with all local laws, rules and regulations. You are also subject to U.S. and local export control laws and regulations. You represent that You are not a citizen of an embargoed country or a prohibited end user under applicable U.S. or local export and anti-terrorism laws, regulations and lists. You agree not to export, re-export, divert, transfer or disclose any portion of the PTC Marketplace or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation. Access to the PTC Marketplace from jurisdictions where the PTC Marketplace is illegal is prohibited. PTC may limit the PTC Marketplace’s availability, in whole or in part, to any person, geographic area, or jurisdiction, at any time and in PTC’s sole discretion.
By using the Marketplace, You hereby specifically warrant and represent the following:
(1) You are eligible to receive and use U.S. exports;
(2) You are not listed on either the U.S. Department of Commerce’s Entity List or Denied Persons List or the U.S. Department of Treasury’s List of Specially Designated Nationals;
(3) You are not residing in or a national of Cuba, Iran, North Korea, Sudan, or Syria;
(4) Unless approved in advance in writing by PTC, you will not use or divert for use, directly or indirectly, any PTC software or technical data relating thereto (a) in any nuclear related activity (civilian or military), (b) in the design, development, production, stockpiling or use of missiles, and/or (c) in the design, development, production, stockpiling or use of biological or chemical weapons; AND
(5) You will not re-export or divert any PTC software or technical data relating thereto to any third party or region and you agree to not distribute, any software, technical data or any products derived from software or technical data provided hereunder in contravention of U.S. law or regulation
You hereby acknowledge and further agree that (i) a violation of any of the above representations constitutes a violation of your license to use PTC software and therefore will be cause for the immediate termination of your license to use any PTC software and (ii) PTC may terminate your license to use PTC software in its entirety, effective immediately and without advance notice, if PTC or an agency of the U.S. Government determines that a U.S. export license or other U.S. governmental approval is required for you to obtain or use (or continue to use) PTC software.
Digital Millennium Copyright Act. If we receive a notice alleging that any material You place on the PTC Marketplace infringes another party’s copyright, we may disable and/or terminate Your access to the PTC Marketplace and/or remove or modify any content on the PTC Marketplace in accordance with Title II of the Digital Millennium Copyright Act of 1998 (Section 512 of the U.S. Copyright Act). If You believe that You have a copyright infringement claim resulting from material or content posted on the PTC Marketplace, please contact us at: marketplace@PTC.com for details on how to properly notify us of a potential copyright infringement or other intellectual property rights issue.
Governing Law; Venue Waiver of Jury Trial. This Agreement is governed by, and interpreted and enforced in accordance with, the substantive laws of the Commonwealth of Massachusetts without regard to its conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not and will not apply to any transaction between the parties. The state and federal courts located in the Commonwealth of Massachusetts have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
Notices. All communications and notices made or given pursuant to this Agreement must be in writing in the English language and are deemed to have been given upon (i) PTC posting a notice on the PTC Marketplace; (ii) PTC sending a message to the email address then associated with Your account; (iii) personal delivery, which may be initiated by either party; (iv) or the third business day after mailing by either party. Notices to You will be addressed to Your contact designated by You during the registration process. It is Your responsibility to keep Your email address and other contact information current. You will be deemed to have received any email sent to the email address then associated with Your account when PTC sends the email, whether or not You actually receive the email. Notices to PTC must be addressed to 140 Kendrick Street, Needham, MA, ATTN: General Counsel, with a copy to 350 Eagleview Blvd., Suite 200, Exton, PA, ATTN: PTC Partner Program: PTC Marketplace.
Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
Assignment. You may not assign any rights or obligations under this Agreement without the prior written consent of PTC (not to be unreasonably withheld), except that You may assign this Agreement without PTC’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Your assets. Any attempted assignment, transfer, or delegation by You in violation of the foregoing will be null and void.
Other Agreements. This Agreement constitutes the entire agreement between You and PTC relating to Your use of and access to the PTC Marketplace. You may also be a party to other agreements with PTC, including but not limited to: PTC Customer Agreement; PTC License Agreement; PTC IoT Technology Partner Agreement, PTC System Integrator Agreement; PTC Reseller Agreement; or any other PTC agreement (each a “PTC Agreement”). If there is a conflict or inconsistency between this Agreement and any PTC Agreement to which You are a party, this Agreement will govern with respect to Your access and use of the PTC Marketplace. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted.
Survival: The following sections will survive termination or expiration of this Agreement: Your Data, Your Responsibilities, Warranty Disclaimer, Indemnity, Limitation of Liability, Digital Millennium Copyright Act, and Miscellaneous. Termination of this Agreement will not derogate from any rights You may have under any other agreements with Us, including but not limited to any PTC Agreement.
Published: May 1, 2018