Welcome to the ThingWorx Marketplace™ ("ThingWorx Marketplace")
This User Agreement (“Agreement”) governs your use of the ThingWorx Marketplace. The ThingWorx Marketplace is an online resource enabling ThingWorx partners and customers to connect and share information about products and services designed to work with the ThingWorx Platform. Through the ThingWorx Marketplace, users may review, download, and install among other things, applications, extensions, plug-ins, custom agents and integrations developed for use with the ThingWorx Platform.
By clicking the “Accept” button displayed as part of the signup process and by using the ThingWorx 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 ThingWorx Marketplace.
All references to the ThingWorx Marketplace include all content, including but not limited to any software, documentation and other content included on the ThingWorx 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 ThingWorx 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 ThingWorx 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 http://marketplace.thingworx.com/user-agreement/.
“Company” means a company or a person.
“Marketplace Listing” means a catalog entry on the ThingWorx Marketplace that includes references or links to a Solution and/or Other Material.
“Other Material” means the ThingWorx 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 ThingWorx Platform-related products and/or service; (iii) descriptions of ThingWorx Platform 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 platform, network or website and may include, but may not be limited to, the ThingWorx Marketplace, the ThingWorx platform and the Axeda platform.
“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 ThingWorx Platform; (ii) system integration services related to the ThingWorx Platform; or (iii) products that are either certified as ThingWorx Ready, or which have been built using the ThingWorx Platform.
“ThingWorx Platform” means, for the purposes of this Agreement and unless otherwise specified, the PTC software products that make up the ThingWorx platform, the Axeda platform, and all components thereof that are made accessible to You pursuant to a PTC agreement.
“ThingWorx Ready” means the designation applied to products that are certified to work with the ThingWorx Platform, or with certain parts of the ThingWorx Platform as further described in the documentation and/or Marketplace Listing. Some ThingWorx Ready products may alternately be referred to as Axeda Ready.
“Your Data” means electronic data or information submitted by You into PTC’s systems and/or through a Solution.
PAYMENTS, TAXES, AND REFUND POLICY
You agree that You will pay for all Solutions You purchase through the ThingWorx Marketplace, and that PTC or its agent(s) may charge Your payment method for any Solutions purchased and for any additional amounts (including any taxes and late fees, as applicable) that may be accrued by or in connection with Your account. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING PTC WITH A VALID PAYMENT METHOD FOR PAYMENT OF ALL FEES.
Your total price will include the price of the Solution plus any applicable sales tax; such sales tax is based on the bill-to address and the sales tax rate in effect at the time You download the Solution. We will charge tax only in jurisdictions where digital goods are taxable. No customers are eligible for tax exemptions. All sales of Solutions are final.
Prices for Solutions offered via the ThingWorx Marketplace may change at any time, and the ThingWorx Marketplace does not provide price protection or refunds in the event of a price reduction or promotional offering.
If a product becomes unavailable following a transaction but prior to download, Your sole remedy is a refund. If technical problems prevent or unreasonably delay delivery of Your Solution, Your exclusive and sole remedy is either replacement or refund of the price paid, as determined by PTC.
INSTALLING AND USING SOLUTIONS; THIRD PARTY PRODUCTS
Any Solution that is made available through the ThingWorx 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 the ThingWorx Platform. 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 ThingWorx Ready or otherwise certified or designated as interoperable with the ThingWorx Platform. Notwithstanding anything to the contrary herein, Solutions may only be used with the ThingWorx Platform and only as permitted by the applicable PTC Agreement governing Your use of the ThingWorx Platform. Solutions may not be used for commercial or production purposes unless You have purchased a commercial license from PTC for the ThingWorx Platform.
Certain content, products, and services available via the ThingWorx 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 canbe 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 ThingWorx Marketplace using Your account, (ii) create derivative works based on the ThingWorx Marketplace, (iii) copy, frame or mirror any part of the ThingWorx Marketplace, (iv) reverse engineer the ThingWorx 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 ThingWorx Marketplace in order to build a competitive product or service or to copy any features, functions or graphics of the ThingWorx Marketplace. You shall use the ThingWorx Marketplace only in accordance with this Agreement and all applicable laws and government regulations. When participating in the ThingWorx 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 ThingWorx Marketplace account by email, text messaging or other means based on the information You provide to PTC. You must not:
Impersonate any other person;
Falsely say or imply that You are associated with another person or entity;
Submit content in exchange for payment or other consideration from another person or entity;
Collect or store information about other users without their consent; or
Submit or link to any content, and/or otherwise use the ThingWorx Marketplace in a manner that:
- Infringes or violates the intellectual property or other rights of any person or entity;
- Intentionally interferes with the operation of the ThingWorx 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 ThingWorx 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 ThingWorx 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 ThingWorx 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 ThingWorx 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 ThingWorx 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 ThingWorx Marketplace.
The trademarks, logos, trade names, and service marks ("Marks") displayed within the ThingWorx 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 ThingWorx 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.
TERMINATION OF USE
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 ThingWorx Marketplace and any account(s) You may have in connection with the ThingWorx Marketplace for any reason and without notice. You may discontinue Your use of the ThingWorx Marketplace at any time. If You breach the terms of this Agreement or any PTC Agreement, Your authorization to access and use the ThingWorx 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 THINGWORX MARKETPLACE, THE CONTENT CONTAINED THEREIN INCLUDING APPLICATIONS, OR ANY OTHER WEB SITES LINKED TO OR FROM THE THINGWORX MARKETPLACE, EVEN IF PTC REVIEWED, CERTIFIED, OR MODERATED THESE THINGS. PTC DOES NOT WARRANT OR GUARANTEE THAT YOUR USE OF THE THINGWORX MARKETPLACE WILL INCREASE YOUR SALES OR RESULT IN ANY OTHER BENEFIT TO YOU. ANY THINGWORX MARKETPLACE CONTENT DOWNLOADED OR OTHERWISE OBTAINED BY YOU THROUGH THE USE OF THE THINGWORX 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 THINGWORX MARKETPLACE. THE THINGWORX 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 ThingWorx Marketplace and/or any Solution, Your violation of this Agreement, or Your violation of any rights of a third party.
LIMITATION OF LIABILITY
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 THINGWORX 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 THINGWORX 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 ThingWorx Marketplace from the United States and the ThingWorx 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 ThingWorx 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 ThingWorx Marketplace or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation. Access to the ThingWorx Marketplace from jurisdictions where the ThingWorx Marketplace is illegal is prohibited. PTC may limit the ThingWorx 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
Digital Millennium Copyright Act. If we receive a notice alleging that any material You place on the ThingWorx Marketplace infringes another party’s copyright, we may disable and/or terminate Your access to the ThingWorx Marketplace and/or remove or modify any content on the ThingWorx 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 ThingWorx Marketplace, please contact us at: firstname.lastname@example.org 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 ThingWorx 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 150, Exton, PA, ATTN: ThingWorx Partner Program: ThingWorx 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 ThingWorx Marketplace. You may also be a party to other agreements with PTC, including but not limited to: PTC Customer Agreement; ThingWorx License Agreement; Axeda Master Software and Service Agreement; Axeda Alliance Partner Agreement; Axeda Ready Program Agreement or Addendum; ThingWorx-Ready Agreement; ThingWorx System Integrator Agreement; ThingWorx Reseller Agreement; or, any other PTC, ThingWorx, or Axeda agreement governing Your use of the ThingWorx Platform or other PTC products (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 ThingWorx 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.