Solution Marketplace Publisher Agreement

Last updated: September 27, 2022

Thank you for your interest in Listing a Solution on the Laserfiche Solution Marketplace (the “Marketplace”). This Publisher Agreement (“Agreement“) governs the relationship between you (“Publisher,” “you,” or “your“) and Compulink Management Center, Inc. dba Laserfiche (“Laserfiche,” “we,” “us” or “our“) with respect to the publication of Listings and making available your Solutions on our Marketplace.

By publishing (or attempting to publish) a Listing for your Solution in the Marketplace, you agree to the terms of this Agreement. Laserfiche may update this Agreement at any time and will notify you of such changes. By maintaining your Listing in the Marketplace after the changes become effective, you agree to the new terms. If you do not agree to the new terms, you must remove your Listings from the Marketplace. Capitalized terms utilized herein but not defined have their respective meanings as set forth in the Laserfiche Marketplace Terms of Use, which are hereby incorporated by reference.

PUBLISHER TERMS AND CONDITIONS

To publish a Listing and make available Solutions to the Marketplace, you must provide all information required by Laserfiche to approve you as a Publisher. Laserfiche may use your contact information provided by other means to send you information regarding announcements, programs, updates, and the like. You agree that Laserfiche may display in the Marketplace the support contact information (including email address) that you provide us for customer support purposes.

(a) Publishing. You must submit to Laserfiche each Solution that you wish to List, including any Solution assets and updates. You are solely responsible and liable for the Solution, including all deployment and support, as applicable. Laserfiche may retain copies of the Solution assets and any other materials you submit with your Solution. Laserfiche will not return them, so you must maintain your own backup copies.

(b) Updates to Solutions. To the extent you make available updates to Solutions, those updates are subject to the requirements of this Agreement.

(c) Certification. Each Solution is subject to Certification before such a Listing for your Solution is made available in the Marketplace. Laserfiche’s Certification of a Solution does not constitute any representation or acknowledgment by Laserfiche that the Solution complies with such requirements, nor does it constitute any acceptance by Laserfiche of any responsibility or liability for the Solution.

(d) Post Publication Assurances. Once published in the Marketplace, Laserfiche may periodically test and evaluate your Solution to verify that it continues to comply with this Agreement and Documentation. Laserfiche may also modify your Listing solely to correct obvious spelling, grammatical or typographical errors.

(e) Removing a Listing. If you wish to remove your Listing, you may do so by notifying Laserfiche. Laserfiche will remove the Listing from the applicable Marketplace and cease making the affected Listing for your Solution available through the Marketplace.

(f) Laserfiche Removal and Disablement Policies. Laserfiche may remove or suspend the availability of any Listing for your Solutions from the Marketplace for: (i) your breach of this Agreement (including Documentation); (ii) your termination of this Agreement or of any of the license grants associated with a Solution; (iii) an assertion or claim that your Solution infringes the intellectual property rights of a third party; (iv) complaint(s) about the content or quality of your Solution; or (v) an allegation of or your violation of any applicable law, regulation, or regulatory guideline. Laserfiche also may disable your Solution if: (A) Laserfiche determines that the Solution causes harm to customers or their devices, third parties (including any Covered Parties) or any network; (B) pursuant to a request or instruction from a customer; or (C) to comply with any judicial order, or government law, regulation, or order.

(g) Infringement Claims. f you believe another Solution or third-party content in the Marketplace violates your rights, you may submit a claim to Laserfiche at notices@laserfiche.com. If Laserfiche refers a claim to you, you will promptly respond and comply with any requirements provided in such notice.

(h) Solution Placement and Promotion. Laserfiche reserves the right, in its sole discretion, to make (or to designate Affiliates or third parties to make) all decisions regarding placement or promotion of Solutions anywhere in the Marketplace, except as may be otherwise agreed between you and Laserfiche.

(i) Solution Rankings and Ratings. The Marketplace may allow Customers to comment on and rate Solutions and display such comments and ratings on your Solution, including comments and ratings sourced from third parties. Laserfiche may make rankings, ratings or comments publicly available. Laserfiche may use those ratings and other data to determine the placement or marketing of Solutions in the Marketplace. You may not attempt to manipulate rankings, ratings or comments for your Solution or any other Solution. Laserfiche may remove any rankings, ratings or comments at its sole discretion and for any reason.

(j) Modification or Discontinuance. The Marketplace is the property of Laserfiche. Laserfiche may, in its sole discretion, change or discontinue the Marketplace at any time.

(a) Grant of Rights to Laserfiche. You do not transfer ownership of any Solution or Solution Asset by submitting them to Laserfiche to publish a Listing. By submitting a Solution and Solution Assets to create your Listing, except for third party rights and material under open source licenses described in Section 3(b), you directly grant to Laserfiche, the worldwide, limited, non-exclusive right to: (i) host, install, reproduce, publicly perform and display via any digital transmission technology, your Solution Assets, solely as necessary to operate the Marketplace, display and manage your Solutions, and make available your Solutions to Customers; and (ii) access, distribute and use your Solution solely as necessary to Certify such Solution and as otherwise required by Laserfiche to make available your Solution to Customers.

(b) Third-Party Rights/Open-Source Licenses. Your Solution and Solution Assets must not infringe or misappropriate any intellectual property or personal right of any third party. If you license any portion of your Solution from a third party or under any open-source license, you are solely responsible for compliance with those license terms and conditions and ensuring that Laserfiche, in its capacity as your agent or commissionaire, has the necessary rights to perform its obligations to you under this Agreement. You are, at your sole cost and expense, responsible for securing, reporting and maintaining all necessary rights, clearances and consents and paying all licensing fees (including applicable public performance license fees or other consideration associated with providing music or video and all content embodied therein in and through your Solution), and for undertaking all related reporting obligations.

(c) Marketing Rights. You grant Laserfiche, its agents, contractors, licensees, marketing partners and Covered Parties the right to use, reproduce, display, publicly perform and publish your entity name and Solution Assets in any media, in connection with the marketing of the Solution through the Marketplace and Laserfiche and Laserfiche Affiliate websites, products and services related to the Marketplace. You are the sole owner of your entity name, Solution Assets and associated goodwill, and the sole beneficiary of the goodwill associated with Laserfiche’s use of your entity name and Solution Assets. Laserfiche will not acquire any right, title or interest in your entity name and Solution Assets because of its use of them. Laserfiche hereby assigns and will assign in the future any rights it may acquire in your entity name or Solution Assets as a result of its use of them under this license, along with the associated goodwill. of its use of them under this license, along with the associated goodwill.

(d) Customer Contracts. You, not Laserfiche, will license or grant any necessary use rights to your Solutions to Customers. You may provide your own contract terms, consistent with any obligations under this Agreement. Any contract terms are between you and Customers and will not create any obligations or responsibilities of any kind for Laserfiche. You acknowledge that Laserfiche grants no right or license to your Solutions through the operation of the Marketplace or through enabling you to provide Solutions through the Marketplace.

(e) License to Laserfiche Marks. While you have a Listing, Laserfiche grants you a worldwide, nonexclusive, nontransferable, non-sublicensable, royalty-free, revocable license to use the Laserfiche Marks in connection with advertising for your Solution, solely as described in the Laserfiche Laserfiche Trademarks and Brand Guidelines. You will correct any misuse of Laserfiche Marks upon Laserfiche’s notice and will cease using Laserfiche Marks if you fail to correct such misuse. Laserfiche is the sole owner of the Laserfiche Marks and associated goodwill, and the sole beneficiary of the goodwill associated with your use of the Laserfiche Marks. You will not acquire any right, title, or interest in the Laserfiche Marks because of your use of the Laserfiche Marks. You hereby assign and will assign in the future any rights you may acquire in the Laserfiche Marks as a result of your use of the Laserfiche Marks under this license, along with the associated goodwill. You will reasonably assist Laserfiche at Laserfiche’s expense in protecting the Laserfiche Marks. Laserfiche will determine, in its sole discretion, whether to take legal action to enforce or defend its rights in the Laserfiche Marks and will control any legal action concerning the Laserfiche Marks.

(f) Reservation of Rights. Except as expressly set forth herein, this Agreement does not grant to either party (by implication, estoppel, exhaustion or otherwise) any right, title, interest or license, in the other party’s intellectual property. Each party reserves all rights not expressly granted in this Agreement.

(a) General Requirements. Your Solution and Solution Assets must comply with this Agreement and the Documentation.

(b) Local Law. The Solution, Solution Assets and your marketing of the Solution must comply with the applicable laws of each territory or country in which you elect to make the Solution available. This includes applicable: (i) Data Protection Law; (ii) telecommunications laws; (iii) content ratings regulations; (iv) consumer protection and marketing laws, including laws that prohibit direct exhortations to children to buy advertised products; (v) export control laws; (vi) tax laws, regardless of the origin of your Solution; (vii) medical device regulations; and (viii) financial regulations. If you are required to make any disclosures to consumers prior to sale or download of the Solution, you must provide those in the Solution description field (unless they are provided elsewhere in your Listing). The Marketplace’ product description pages may include your full contact information. You must make such notices sufficiently prominent as is required by local law. You must disclose to Laserfiche any controlled technology employed, utilized or supported by your Solution that may impose any legal obligations or requirements on Laserfiche. You must inform Laserfiche of such legal obligations and requirements and take any action if necessary for Laserfiche to comply with its legal obligations. You may not use the Marketplace, or any services or tools made available for the development of Solutions for, or to permit others to carry out, any illegal activity or breach of contract.

(c) Support. Laserfiche is not responsible for providing support for your Solutions. You must provide to Laserfiche current technical support contacts via e-mail and phone for when Laserfiche receives technical questions from Customers about your Solution. You will use best efforts to respond to any inquiry received by Laserfiche about your Solution. You will ensure that any support options described in your Listing remain available to Customers for as long as the relevant Solution is available on the Marketplace and/or to Customers.

You represent, warrant, and undertake to Laserfiche that:

(a) you have the power and authority to enter into this Agreement and to fully perform your obligations under this Agreement;

(b) if you are a business or other legal entity, then the individual entering into this Agreement on your behalf represents that he or she has all necessary legal authority to bind you to this Agreement;

(c) your Solution and Solution Assets, together with all advertising or other materials accessible from or that provide access to your Solution comply with and will continue to comply with all requirements of this Agreement;

(d) f you are registered as a Laserfiche partner your performance under this Agreement will comply with the Laserfiche Code of Conduct;

(e) Listing and distribution of your Solution in the Marketplace does not and will not violate any agreements to which you are a party or of which you are otherwise aware. You have obtained any and all consents, approvals or licenses (including written consents of third parties where applicable) required for you to make your Solution available in the Marketplace and for your Solution to access any Internet-based or Laserfiche-provided services, if any, to which the Solution enables access;

(f) Laserfiche’s exercise of the rights you grant under this Agreement will not obligate Laserfiche or its Affiliates to pay any third party any amounts; and

(g) the information you provide to Laserfiche under or in connection with this Agreement is true, accurate, current, and complete.

(a) Confidentiality. During the term of this Agreement and for five years thereafter, the parties will hold in strictest confidence, and will not use or disclose any Confidential Information of the other party to any third party (except to an Affiliate or contractor performing services on behalf of the recipient, and only subject to confidentiality terms as protective as this section). This section does not prohibit either party from responding to requests from law enforcement authorities.

(b) Privacy.

(i) Disclosure of Information. Laserfiche may disclose your contact information as necessary for Laserfiche to administer this Agreement through its Covered Parties and other parties that help Laserfiche administer this Agreement.

(ii) Privacy Policy. You must maintain a privacy policy if: (A) your Solution accesses, collects or transmits any Personal Data to you or a third party; or (B) such policy is otherwise required by law. You are responsible for informing Customers of your privacy policy (including by submitting a link to your policy to us with your Listing submission for display to Customers).

(iii) Contacting Customers. Laserfiche may share Customer contact information with you, which may include Personal Data. The Customer contact information and Personal Data we provide you must be used solely for transactional purposes or to respond to a Customer inquiry about your Solutions that are available in the Marketplace and in accordance with Data Protection Law. You may not use the Customer contact details we provide to direct Customers to purchase your Solution on competing marketplaces. You are responsible for obtaining Customer’s consent for any other use, including for marketing purposes, of Customer contact information or Customer Personal Data obtained from Laserfiche, and Laserfiche will not be responsible or liable for such other use.

(iv) Roles. With respect to the Personal Data collected from Customers, you and Laserfiche agree that you and Laserfiche are not joint controllers, as defined in the GDPR, of the Personal Data that each independently Processes. Laserfiche is an independent controller for such purposes, and you are an independent controller or a processor to an entity other than Laserfiche as applicable based on your relationship established with Customers.

(c) Compliance with Data Protection Law. Each party will comply with the obligations imposed on it under all applicable Data Protection Law.

(d) Security. Your Solutions, network, operating systems and the software of your servers, databases, and computer systems must use reasonable security measures to protect Customer information. Your Solution must not jeopardize or compromise user security, the security of the Marketplace, any related services or systems, or any Customer’s systems and must not install or launch executable code on the user’s environment beyond what is identified in or may reasonably be expected from the Listing. If your Solution collects credit card information or uses a third-party payment processor that collects credit card information, the payment processing must meet the current PCI Data Security Standard (“PCI DSS”). You must report known security incidents and vulnerabilities of a Solution to marketplace@laserfiche.com.

(a) DISCLAIMER OF WARRANTY. WE PROVIDE THE MARKETPLACE “AS-IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” YOU BEAR THE RISK OF USING THE MARKETPLACE. LASERFICHE MAKES NO WARRANTIES RELATED TO ANY SERVICES PROVIDED TO YOU UNDER THIS AGREEMENT. LASERFICHE EXCLUDES ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE OF PRODUCT LIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT, RELATING TO THE MARKETPLACE. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF AND SOLELY TO THE EXTENT THAT THEY ARE APPLICABLE. WITHOUT LIMITING THE FOREGOING, COVERED PARTIES EXPRESSLY DISCLAIM ANY WARRANTIES THAT ACCESS TO, OR USE OF, THE MARKETPLACE WILL BE UNINTERRUPTED OR ERROR FREE.

(b) LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, REVENUE, PROFITS, OR FROM INTERRUPTION OF BUSINESS) ARISING OUT OF OR THAT RELATE IN ANY WAY TO THIS AGREEMENT. THIS EXCLUSION WILL APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, WHETHER YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR WHETHER APPLICATION OF THE EXCLUSION CAUSES ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. EXCEPT FOR A BREACH OF SECTION 6 OF THIS AGREEMENT, A VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR FRAUD, IN NO EVENT WILL YOUR LIABILITY OR THE COVERED PARTIES’ AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED FIVE THOUSAND ($5,000) UNITED STATES DOLLARS.

(c) Indemnity. You will defend, indemnify and hold harmless Covered Parties, from and against (including by paying any associated costs, losses, damages or expenses and attorneys’ fees) any and all third party claims: (i) alleging that your Solution or Solution Assets infringe any proprietary or personal right of a third party; (ii) arising from your breach of this Agreement, (iii) relating to the functionality of, the use of, or the inability to use the Solution, including any claims of product liability or misleading advertising related to the Solution or Solution Assets; or (iv) by any tax authority alleging any nonpayment, underpayment, or failure to collect and remit any applicable sales, use, goods and services, value-added or other similar tax, including any associated penalties and interest. The Covered Party will: (A) promptly notify you of the claim; provided, however, a Covered Party’s failure to notify you shall not relieve you of any liability that you may have, except to the extent that such failure materially prejudices your legal rights; and (B) at your reasonable request, provide you with reasonable assistance in defending the claim. You will: (1) reimburse the Covered Party for any reasonable out-of-pocket expenses incurred in providing that assistance; and (2) permit the Covered Party, through mutually acceptable counsel, to participate in the defense of such claims. You will not make any settlement or compromise of a claim or admit or stipulate any fault or liability on a Covered Party with respect to any claim covered by this section without such Covered Party’s express, prior written consent. Covered Parties who are not party to this Agreement are beneficiaries of this Agreement solely for the purpose of enforcing the rights granted to such Covered Parties in this Section 9.

(a) Termination for Convenience. This Agreement will remain in effect until terminated. Either party may terminate this Agreement at any time, for any reason or no reason, upon 30 days’ written notice.

(b) Effect of Termination. Within 30 days of either party’s notice of termination of the Agreement, Laserfiche will remove all Listings for your Solutions from the Marketplace. We reserve the right to remove your Solutions on an expedited basis if we terminate this Agreement for material breach.

(c) Wind-Down Period. You must continue to provide any services that are part of your Solution to each existing Customer for 90 days after the date the Solution is removed from the Marketplace (“Wind-Down Period”). You are responsible for terminating any Customer access after the Wind-Down Period.

(a) Notices. (i) All notices that you provide to Laserfiche under this Agreement must be sent to notices@laserfiche.com. (ii) For notices to you under this Agreement, you will identify upon submission of your Solution an individual to serve as the primary contact for notices and messages. This contact will receive all notices unless you notify us of a change of your primary contact.

(b) Assignment. Laserfiche may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you to a Laserfiche Affiliate. Laserfiche may perform certain of our obligations under this Agreement through one or more Laserfiche Affiliates. You may not assign or delegate any rights or obligations under this Agreement, including in connection with a change of control. Any purported assignment and delegation shall be ineffective.

(c) Sublicensing and Subcontractors. Laserfiche may sublicense its rights under this Agreement to third parties or otherwise authorize third parties to assist Laserfiche in performing its obligations or exercising its rights under this Agreement. Laserfiche will remain obligated under this Agreement for the performance of such third parties.

(d) URLs. URLs referenced in this Agreement also refer to successor URLs, URLs for localized content, and information or resources linked from within the websites at the specified URLs.

(e) Choice of Law and Venue. This Agreement is governed by California state law (disregarding conflict of laws principles) and the parties consent to exclusive jurisdiction and venue in the state and federal courts in Los Angeles County, California, USA. Neither party will claim lack of personal jurisdiction or forum non conveniens in these courts. In any action or suit related to this Agreement, the prevailing party is entitled to recover its costs, including reasonable attorneys’ fees.

(f) Miscellaneous. A party’s failure to enforce any rights under this Agreement will not be deemed a waiver of the same right on another occasion, or of the right to enforce any other right under this Agreement. Sections of this Agreement that, by their terms, require performance after the termination or expiration of this Agreement will survive. This Agreement is nonexclusive, and nothing in this Agreement restricts you or Laserfiche from entering into other, similar agreements with other marketplaces or publishers, or from acquiring, licensing, developing, manufacturing, or distributing similar or competing technologies. This is the entire Agreement between you and Laserfiche in connection with Listing and publication of Solutions on the Marketplace. It supersedes any prior agreements between you and Laserfiche regarding your use and publication of Solutions in the Marketplace. If a court holds that Laserfiche cannot enforce a part of this Agreement as written, Laserfiche may replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of this Agreement will not change. This Agreement’s section titles are for reference only and have no legal effect. Neither this Agreement, nor any terms and conditions contained herein, create a partnership, joint venture, employment relationship, or franchise relationship.

(a) “Affiliate” means any legal entity that owns, is owned by, or is commonly owned with a party. “Own” means more than 50% ownership or the right to direct the management of the entity.

(b) “Certification” means Laserfiche’s process for testing the compliance of Solutions with the applicable Certification Requirements. A Solution is “Certified” when Laserfiche (or Laserfiche’s designated certification provider) confirms that the Solution has completed and passed the Certification Requirements.

(c) “Certification Requirements” means the technical, functional, security, content, and other policy requirements provided by Laserfiche, including any Marketplace certification policy.

(d) “Confidential Information” means all non-public information that a party designates as confidential, or which under the circumstances of disclosure ought to be treated as confidential. Confidential Information does not include information that is: (i) known to a party before the disclosing party’s disclosure to the receiving party; (ii) information publicly available through no fault of the receiving party; (iii) received from a third party without breach of an obligation owed to the disclosing party; or (iv) independently developed by a party without reference to or use of the disclosing party’s Confidential Information.

(e) “Covered Parties” means, collectively, Laserfiche, Laserfiche’s Affiliates and Laserfiche’s authorized partners.

(f) “Customer” means an end user who seeks or acquires a right to use or redistribute your Solution.

(g) “Data Protection Law” means any law, rule, regulation, decree, statute, or other enactment, order, mandate or resolution relating to data security, data protection and/or privacy, including but not limited to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to Processing of Personal Data and the free movement of that data (“GDPR“) and the California Consumer Privacy Act (“CCPA“), and any implementing, derivative or related legislation, rule, regulation, and regulatory guidance, as amended, extended, repealed and replaced, or re-enacted.

(h) “Documentation” means the Certification Requirements and such other Marketplace or Laserfiche Partner Program materials, and information Laserfiche makes available to you from time to time pursuant to this Agreement for your internal use.

(i) “Listing” eans catalog entry or description of a Solution (including Solution Assets) displayed in the Marketplace.

(j) “Laserfiche Mark(s)” means trademarks and services marks, logos, badges and other business identifiers described in the Laserfiche Trademark Guidelines, including any other trademarks, service marks, logos, and badges that Laserfiche identifies in writing as being available for use by you pursuant to the Agreement or Addenda.

(k) “Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”) and any other data information that constitutes personal data or personal information under any applicable Data Protection Law. An identifiable natural person is one who can be identified, directly or indirectly, by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

(l) “Processing of Personal Data” means any operation or set of operations that is performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction.

(m) “Solution” means the offering you submit to Laserfiche for evaluation, Certification, or publication through the Marketplace, including any additional related content offered. For clarity, Solution includes: (i) Solution types that Laserfiche enables on the Marketplace, (ii) Solution Assets, and (iii) Solution updates.

(n) “Solution Assets” means, for each Solution: the Solution name, Solution descriptions, and any titles, images, screenshots, video trailers, user generated content, or other materials you provide to Laserfiche in connection with your Solution, including any trademarks, trade dress, or source identifiers contained therein.