Bloomerang App Marketplace Agreement
You, on behalf of the individual, company or legal entity that developed the integration for listing on the Bloomerang App Marketplace, agree to abide by the Bloomerang API Terms of Service, as updated from time-to-time, and as supplemented by these Bloomerang App Marketplace Terms (together, the "Agreement"). References to "you" or "your" will also be deemed references to that individual, company, or legal entity.
Definitions:
Application – Your application, to which your developed integration may push or
pull data to/from the Bloomerang application.
Integration – The connector (integration) that you have developed to move data
between your Application and the Bloomerang Application.
Bloomerang App Marketplace – A series of pages within the Bloomerang
Application that lists available third-party integrations to
Bloomerang customers, and may allow the customer to activate and
configure the integration from directly within the Bloomerang Application. Third-party connectors that integration with the Bloomerang Application may also be listed directly on the Bloomerang website.
1. License Grants. During the Term, you grant to Bloomerang a limited, worldwide, non-exclusive, and royalty-free license to (a) reproduce, perform, display, and use your integration and associated application for administrative and demonstration purposes in connection with the operation, improvement and marketing of the Bloomerang App Marketplace; (b) distribute your integration through the Bloomerang App Marketplace; (c) perform a Security and Code Review on your integration; and (d) use the trade names, trademarks, service marks, logos, and domain names associated with your Application and/or integration (collectively, "Your Names") as a reference for marketing or promotional purposes on and in connection with the Bloomerang App Marketplace and in other communications with, or promotions for, existing or potential developers, partners and customers about the Bloomerang App Marketplace. For example, we might include Your Names on the Bloomerang App Marketplace, in blog posts about the Bloomerang App Marketplace, and in marketing material listing the third-party integrations available to the Bloomerang Application. Bloomerang will comply with your written trademark usage policies as communicated by you to Bloomerang from time to time.
2. Rights & Licenses. You represent and warrant that you have all right, title and interest necessary for Bloomerang to distribute your integration, and reference your application, including all intellectual property rights, such as patent, trademark, trade secret, copyright and other proprietary rights, in and to your Application and Your Names. You will not distribute any material through the Bloomerang App Marketplace that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including patent, privacy and publicity rights, unless you are the owner of such rights or has permission from their rightful owner to submit the material.
3. Security and Code Review. During the Term, you grant permission to Bloomerang and its designated personnel, to perform, at times and dates selected by Bloomerang, one or more code and/or security reviews on your integration. An initial review is a prerequisite to becoming a Bloomerang Product Partner and Bloomerang granting your integration the status of “certified”. Bloomerang will not divulge any information to a third party (other than authorized contractors and agents acting on its behalf) that has been disclosed by you in relation to a Code or Security Review. All such information and results are confidential and will be treated as such; provided, that Bloomerang may disclose such information and results to a third party as required by law or to the extent such information and results is in an aggregate form that does not identify you or the Application, and that is stripped of all persistent identifiers (e.g., device identifiers, IP addresses, and cookie IDs). At any time during a Code and Security Review, you may request Bloomerang to promptly stop the tests, however, such request may result in a 'Failed' review which would cause the removal of your integration from the Bloomerang App Marketplace. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with a Code or Security Review and will not make a claim against Bloomerang for lost data, re-run time, inaccurate output, work delays or lost profits resulting from a Code or Security Review. You will be solely responsible for providing an environment in which bi-directional testing can be completed by Bloomerang personnel.
4. Bloomerang Brand Guidelines. You acknowledge and agree that notwithstanding any Code or Security Review conducted by Bloomerang, Bloomerang does not warrant or support your Application or integration. You further represent and warrant that you will not make any externally-facing statements to the contrary, including any statements that imply a Bloomerang endorsement, certification, affiliation or partnership.
5. Support. You will be solely responsible for, and Bloomerang will have no responsibility to handle support or maintenance of your Application or the integration. You must supply and maintain valid and accurate contact information that will be displayed in each application detail page of the Bloomerang App Marketplace and made available to users for customer support and legal purposes. Failure to provide adequate information or support for your Application and integration may result in low ratings, less prominent placement, or removal from the Bloomerang App Marketplace.
6. Review and Ratings. The Bloomerang App Marketplace may allow users to rate and review your developed integration. Those ratings may be used to determine the placement of your developed integration on the Bloomerang App Marketplace, subject to Bloomerang’s ability to change placement at Bloomerang’s sole discretion. If Bloomerang determines, in its sole discretion, that your integration is not meeting acceptable standards, Bloomerang reserves the right to remove your app from the Bloomerang App Marketplace.
7. Partner Levels. Bloomerang has defined a Product Partner Program that consists of tiers or partner levels. Higher level tiers receive more prominent placement in the Bloomerang App Marketplace and will have various co-marketing opportunities made available to partner. The determination of a partner level is based solely on the number of customers using an integration, or the revenue generated by the integration. Levels will be reviewed on an annual basis (calendar year) and partners may be moved up or down tiers based on their customer counts or generated revenue numbers at the time of review. You will be notified if any tier change is made at the time of the yearly review.
8. Indemnity. You agree to indemnify, defend and hold harmless Bloomerang and its representatives, agents and employees from any and all claims, demands, actions, damages (including attorneys' fees) and obligations of any kind that any third party may have relating to your violation of this Agreement, any dispute between you and a user of your Application, or for Bloomerang’s performance of a Code or Security Review.
9. Removals. Bloomerang does not undertake an obligation to monitor your integration or its content, however, Bloomerang may immediately remove your integration (and by extension, your Application) from the Bloomerang App Marketplace if Bloomerang is notified by you or otherwise becomes aware and determines in its sole discretion that any portion of your integration, Application or Your Name (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; or (c) violates the terms of this Agreement, including Bloomerang’s API Terms of Service. Bloomerang reserves the right to suspend and/or bar any developer or company from the Bloomerang App Marketplace at its sole discretion, without prior notice.
10. Usage Statistics. In order to improve the Bloomerang App Marketplace, Bloomerang may collect certain usage statistics from the Bloomerang App Marketplace about your integration, including but not limited to, information on how the Bloomerang App Marketplace is being used.
11. Term. The Agreement commences on the date of acceptance and continues until (a) either party, upon ten (30) days' prior written notice (via email will suffice), elects in its sole discretion, to discontinue distributing your integration through the Bloomerang App Marketplace, or (b) the Bloomerang API Terms of Service are terminated (the "Term"). Following termination, Bloomerang will remove your Application from the Bloomerang App Marketplace and will cease its use of Your Names.
12. Authority. You represent and warrant that you have the appropriate authority and permission to enter into this Agreement on behalf of the developer of the Application, that the developer of the Application has the legal right to subject the Application, services and computer system(s) to a Code and Security Review and that if it is not the owner of such Application, services and computer system(s), it has obtained such right from the legal owner.
13. Modifications. We may change, add to or delete these Bloomerang App Marketplace Terms or any portion thereof from time to time in our sole discretion. If we make a material change to these Bloomerang App Marketplace Terms, we will provide you with reasonable notice prior to the changes either by emailing the email address associated with your account or by posting a notice on the Bloomerang Product Partner Portal. You acknowledge that these updates and modifications may adversely impact how you access, use, and communicate with the Bloomerang App Marketplace. If any change in unacceptable to you, then your only recourse is to remove your integration from the Bloomerang App Marketplace. Your continued listing of the integration on the Bloomerang App Marketplace will mean that you agree to the updates and modifications.