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ORO EXTENSION MARKETPLACE AGREEMENT

These Oro Extension Marketplace Agreement terms (these “Terms”) are a legal agreement by and between Oro, Inc. (hereinafter referred to as “Oro” or “us” or “we”) and each end user (hereinafter referred to as “you” or “User”) and set forth these Terms and conditions that will govern your use of any Extensions (hereinafter defined). Please note that these Terms are in addition to and should be read together with our Terms of Use and Privacy Policy located at www.oroinc.com, which documents are incorporated herein by reference.

In order to use any Extension, you must agree to be bound by these Terms. Further access or use of the Oro Extension Marketplace or any Extension or other acceptance of these Terms, whichever occurs first, shall constitute your acceptance of these Terms. Moreover, these Terms shall apply to all visits that you make or activities you conduct or undertake at or through the Oro Extension Marketplace (or an Extension therefrom). If you do not wish to comply with these Terms, you are not permitted to access or use the Extensions and should immediately cease any use and uninstall and delete or destroy any Extensions or other related materials you have in your possession or control.

  1. Using and Installing Extensions
  2. “Extensions” are a product or service that is purchased or downloaded via the Oro Extension Marketplace, together with any provided documentation, for use with the software products that Oro offers (the “Oro Software”). Extensions include, but are not limited to, development modules, add-ons, language packs, design interfaces and themes. The Oro Extension Marketplace offers to Users the opportunity to license and then access and install particular Extensions for use with the Oro Software. Many of the Extensions are developed, offered, provided, and licensed to you by third party developers or licensors (with such entities hereinafter referred to collectively as “Third Party Developers”). Extensions offered and provided by Oro shall be expressly noted, with all other Extensions offered and provided by Third Party Developers.

    Subject to your compliance with these Terms, Oro hereby grants to you through these Terms a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to access and use the Oro Extension Marketplace for the sole purpose of browsing, locating, or purchasing a license to Extensions offered by Oro or its Third Party Developers. All rights not expressly granted by Oro are hereby reserved. Accordingly, you are hereby prohibited from using the Oro Extension Marketplace in any manner that is not expressly and unambiguously authorized by these Terms. Oro shall own all right, title and interest in and to the Oro Extension Marketplace and Oro or its Third Party Developers shall own all right, title, and interest in and to the Extensions offered to Users, including without limitation all applicable intellectual property rights in the Extensions.

    ORO IS NOT AFFILIATED WITH OR RESPONSIBLE FOR THE CONTENT, FUNCTIONALITY OR PERFORMANCE OF ANY EXTENSION OFFERED BY A THIRD PARTY AND YOUR USE OF ANY SUCH EXTENSION IS AND REMAINS AT YOUR OWN RISK. ALL THIRD PARTY DEVELOPERS ARE INDEPENDENT PARTIES FROM ORO. ORO HAS NO CONTROL OVER AND SHALL THEREFORE ASSUME NO RESPONSIBILITY FOR ANY EXTENSION AND ITS CONTENT, FUNCTIONALITY, PRIVACY POLICY OR TERMS OF USE (AND THE PRESENCE, DISPLAY, TERMS, CONDITIONS, OR POLICIES OF SUCH PRIVACY POLICY OR TERMS OF USE), AND AVAILABLE OR RELATED PRODUCTS OR SERVICES. You hereby acknowledge and agree that Oro is not responsible and does and will not have any liability for any Extension offered by a Third Party Developer. Further, in no event shall any reference to any Third Party Developer or any Extension offered by a third party be construed as endorsement by us of that third party, of that Extension, or of any product or service provided by such third party on or through such Extension. Please review the particulars for each Extension in order to determine the applicable entity that offers, provides, and licenses the Extension. Oro is merely an intermediary offering the opportunity for Users to access and use the Extensions, and access to and use of the Oro Extension Marketplace shall not be construed as making Oro a publisher, provider, or licensor of any Extension that Oro does not expressly state that it offers and provides through the Extension Market. Access to and payment for Extensions offered and provided by Third Party Developers shall not occur through Oro’s website, but will occur via the Third Party Developer’s website or other location designated by the Third Party Developer.

    The Oro Extension Marketplace or the Extensions in the Oro Extension Marketplace may also contain links to third party websites (collectively, “Third Party Sites”). These Third Party Sites have not necessarily been reviewed by Oro and are owned, controlled and/or maintained solely by third parties over whom Oro exercises no control. In addition, Oro may in its sole discretion provide third party content on the Oro Extension Marketplace (“Third Party Content”). Such Third Party Content is created, edited, published, maintained and transmitted by third parties. Accordingly, Oro hereby expressly disclaims and shall not have any liability or responsibility for (i) any Third Party Content appearing on the Extension Market, or (ii) the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on Third Party Sites accessible through links in the Oro Extension Marketplace. Moreover, the Third Party Sites and Third Party Content do not imply an endorsement by Oro with respect to any third party, any third party content, any website, network, page, or the products or services provided by any third party.

    In addition, the Extensions in the Oro Extension Marketplace may allow for access to certain third party services, including, without limitation, API platforms, marketing and advertising services, social network platforms, publication and delivery services, e-commerce services, and other services (with such third party services hereinafter referenced collectively as “Third Party Service(s)”). In connection with utilizing any Third Party Service, please note that you may need to accept additional updates or upgrades to certain Extensions from time to time in order to continue your use of the Extension or use of the Extension through the Oro Extension Marketplace. In connection with utilizing any Third Party Service, please also note that such Extensions may collect or use certain data, including personally identifiable information. Please review the respective privacy policies offered by each Extension.

    Oro is not responsible and does and will not have any liability for any Third Party Service.
    Please also note that Oro may terminate its use of or any Oro Extension Marketplace’s utilization (and any Extension’s (available therefrom) utilization) of any Third Party Service in its sole discretion at any time and with or without notice to you. Any such termination may result in the inability to utilize certain features of the Extension offered through the Extension Market. Further, Oro is not responsible for such termination.

    By downloading, accessing, or using the Oro Extension Marketplace, you represent and warrant that (i) you are at least 18 years of age or the legal age of majority; (ii) you will at all times provide true, accurate, current, and complete information when submitting any registration form(s) or otherwise providing any information to Oro through the Oro Extension Marketplace; and (iii) pay all required fees through any payment method prescribed and/or permitted by Oro for Oro developed Extensions, including, without limitation, through a credit card or any online payment processing service. Any breach of the foregoing representations and warranties entitles Oro to immediately terminate these Terms and/or seek any and all remedies available at law or equity.

    Registration for access to and use of the Oro Extension Marketplace may require both a user name and a password and adherence to other particular access requirements as designated by Oro in its sole discretion from time to time for your account. You hereby agree to consider your user name and password as confidential information and not to disclose such information to any third party without the prior express written consent of Oro, which may be withheld in its sole discretion. You shall immediately notify Oro if you suspect or become aware of any loss or theft of your password or any unauthorized use of your user name and password. Oro will not be liable for any loss or damage arising from your failure (whether inadvertent or intentional) to comply with these obligations. These Terms provide only a limited license to access and use the Oro Extension Marketplace. Accordingly, you hereby agree that Oro transfers no ownership or intellectual property interest or title in and to the Oro Extension Marketplace to you or anyone else in connection with your use of the Oro Extension Marketplace. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Oro Extension Marketplace are exclusively owned, controlled, and/or licensed by Oro or its members, parent(s), licensors, or affiliates. “Oro” and all other names, logos, marks, and icons identifying Oro and its products, and/or services are owned exclusively by Oro, and any use of such marks without the prior express written permission of Oro is hereby expressly prohibited. Other trademarks or service marks identified on or through the Oro Extension Marketplace may be the trademarks or service marks of third parties, including Third Party Developers.

    Any review, feedback or other submissions you make to Oro on or through the Oro Extension Marketplace, including, without limitation, any information you provide to Oro through any registration process and/or forum (collectively, “Submissions”), will be deemed to include a royalty-free, perpetual, irrevocable, transferable, sublicensable and non-exclusive right and license for Oro to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, and display (in whole or in part) worldwide, or act on any such Submission without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary.

  3. Payment Terms, Cancellations and Refunds for Oro Extensions
  4. Extensions, offered by Oro, may be provided for with or without a fee. In addition, Oro, in its sole discretion, may apply additional conditions or limitations on your access and use of certain Extensions. Such additional conditions or limitations shall be identified or provided by notice in connection with each applicable Extension. In the event use of an Extension requires a certain fee(s), applicable fees or conditions shall be further identified or provided by notice in connection with each applicable Extension.

    Please note that purchasing of an Extension from Oro is generally final, and no returns, replacements or refunds will be permitted. You are solely responsible for the payment of all fees and taxes (in each case, if any) for any Extension that you obtain from Oro. Moreover, when you indicate that you wish to license an Extension from Oro, you hereby authorize Oro to charge your credit card, debit card or other payment method you have specified in your account for any and all fees and taxes payable for such Extension from time to time, and as and when such payments become due.

    Oro reserves the right to change the fees owed for any Extension (or one of its features). If Oro later increases an on-going subscription or other periodic fee for an Extension, the increase will apply against the next payment due. For Extensions requiring an on-going subscription or other periodic fee, if you do not wish to continue being assessed a fee for use of the Extension, you may delete and otherwise stop all use of the Extension and provide Oro with notice thereof. Following such deletion and the provision of notice to Oro, you will not be charged further amounts for the Extension, provided you have notified us before the end of the current billing period. You will not receive a refund for the current billing period.

    Please note that for Extensions from Third Party Developers, you will purchase and download such Extensions from a website or other location designated by the Third Party Developers. You will need to review the Third Party Developer’s terms regarding returns, replacements and refunds for Extensions provided by Third Party Developers.

  5. Data
  6. a. Data Collection

    The use of the Oro Extension Marketplace and any of the Extensions may provide Oro with data relating to the download, use and performance of an Extension or Extensions, as well as information regarding your use of the Extension and the Oro Extension Marketplace. For example, the use of an Extension from the Oro Extension Marketplace may provide Oro with data about the device type, network connectivity, location of the device running an Extension, information about when an Extension is launched, individual session lengths for Extensions, or why an Extension may not be working. The Oro Extension Marketplace also utilizes an Oro proprietary API to capture data from a variety of actions or “activities” made through an Extension, such as contact information, messages, navigation, purchases, bookings, and more. All of this data or activity data is and will be stored and managed by Oro in a centralized database. Please note that Oro may share related data with you, Third Party Developers or with other third party business partners that will work with Oro in connection with the Oro Extension Marketplace or the provision, hosting, support, implementation, or the conduct of transactions through an Extension(s). In addition, Third Party Developers may store and manage such data provided through their Extensions that you have chosen to install on your website, and may share such data with other Extensions that are installed on the same website. Oro provides an environment whereby Oro and its Third Party Developers can generate business processes using Extensions and the data collected therefrom and shared (as noted above) in order to improve the functionality of the Oro Extension Marketplace and the Extensions available therefrom and to allow Users to use related Extensions or associated Oro Extension Marketplace functionality.

    b. Data Protection.

    Oro recommends, and in some circumstances requires, that all Third Party Developers for the Extensions in its Oro Extension Marketplace post a privacy policy or other statement describing the applicable Extension’s privacy practices regarding how personally identifiable information is collected, shared, and used by or through an Extension and its respective Extension provider, whether Oro or a Third Party Developer. Please note that any data collection will be pursuant to the privacy policy or statement of the provider of such Extension. Moreover, please note that Oro does not review and is not responsible for the practices of any Third Party Developer. Oro shall not be responsible for the privacy policy or statements of any Third Party Developer. Oro encourages you to read not only the Oro Privacy Policy but also the relevant available privacy policies of Third Party Developers for each of your Extensions. In addition, by installing an Extension, you hereby acknowledge and agree that you are solely responsible for your own compliance with applicable privacy restrictions, laws and regulations, including for your own use of an Extension(s) and other data activities you may conduct or may permit third parties to conduct.

    For more information about collection and sharing of data by Oro through the Extension Market, please read Oro’s Privacy Policy.

  7. Use of and Restrictions on Extensions
  8. a. Restrictions on Extension Usage.

    Any actual or attempted use of the Oro Extension Marketplace by you in violation of these Terms may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. Oro reserves the right in its sole discretion to review, monitor, and/or record any information relating to your use of the Oro Extension Marketplace (“User Information”) without any prior notice to or permission from you, including, without limitation, by archiving content and/or communications submitted to and/or sent by you through the Extension Market. Oro may share any User Information we obtain from you with any law enforcement organization in connection with any investigation or prosecution of possible criminal or unlawful activity. Oro will also disclose User Information as required by any court order and/or subpoena. In addition, Oro hereby reserves the right in its sole direction to at any time and without notice modify, suspend, terminate, and/or interrupt operation of or access to the Oro Extension Marketplace, or any portion thereof, in order to protect the Oro Extension Marketplace, Oro, or the business interests of Oro and/or its members and affiliates.

    The right to use the Oro Extension Marketplace or any Extension is limited and will be further determined by these Terms and these Terms and conditions provided by an applicable Third Party Developer. All rights not granted by Oro or a Third Party Developer are reserved. In particular, you hereby agree not to directly or indirectly undertake the following: (a) sell, resell, lease, license, or sublicense the Oro Extension Marketplace or any Extension; (b) attempt to reverse engineer the Oro Extension Marketplace or any Extension (or any component of either); (c) attempt to create a substitute or similar marketplace, or application through use of, or access to, the Oro Extension Marketplace or any Extension; or (d) use the Oro Extension Marketplace or any Extension to store or transfer any restricted or unlawful data, including, without limitation, any Oro Extension Marketplace data that is controlled for export under export control laws and re-export control laws and regulations, such as, without limitation, the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the U.S. Department of State.

    b. Removal or Unavailability of Extensions.

    All Extensions are only available to you in the Oro Extension Marketplace for long as Oro has the right to make such Extension available or, in the case of Extensions provided by Oro, for as long as Oro determines, in its sole discretion, to make its own Extension available. Oro therefore reserves the right to remove or suspend the availability of any Extension from the Oro Extension Marketplace for any reason and with no obligation to provide any explanation or notice. Please review the Oro Extension Marketplace from time to time to determine current Extension availability. In addition, if for some reason your account at Oro was disabled or accessed in an unauthorized manner, then you may be prevented from accessing the Oro Extension Marketplace or any files or any Extensions that are associated with your Oro account. Oro does not provide any representation, warranty, or guarantee regarding its ability to store any data with or as a part of the Oro Extension Marketplace (or any Extension available therefrom). Please keep a back-up of any data that may be stored with the Oro Extension Marketplace (or any Extension). Oro will not be responsible for any lost data for any reason.

    c. Disclaimer of Warranty.

    ORO PROVIDES THE ORO EXTENSION MARKETPLACE AND ALL EXTENSIONS, WHETHER DEVELOPED BY ORO OR A THIRD PARTY DEVELOPER, ON AN “AS-IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS. WHEN YOU ACCESS, INSTALL, OR USE AN EXTENSION, YOU DO SO ON A VOLUNTARY BASIS AND BEAR ALL OF THE RISK ASSOCIATED WITH YOUR USE OF THE EXTENSION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND AS APPLICABLE TO THE ORO EXTENSION MARKETPLACE (AND ANY EXTENSION AVAILABLE THEREFROM), ORO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE.

    d. Limitation of Liability.

    IN NO EVENT IS ORO LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING SUCH DAMAGES IN THE NATURE OF LOST DATA, PROFITS, OR REVENUE, EVEN IF ORO KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. MOREOVER, FOR ANY AND ALL DAMAGES OR LIABILITY, ORO WILL NOT BE HELD LIABLE FOR THE USE OF THE ORO EXTENSION MARKETPLACE OR APPLICABLE EXTENSION THAT GAVE RISE TO THE DAMAGE FOR MORE THAN THE AMOUNT PAID BY YOU TO ORO DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

    e. Changes.

    ORO MAY MODIFY THESE TERMS, INCLUDING THESE TERMS, AT ANY TIME. SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON NOTICE, WHICH MAY BE ACCOMPLISHED BY POSTING THE MODIFIED TERMS ON ORO EXTENSION MARKETPLACE OR PROVIDING DIRECT NOTICE THROUGH EMAIL TO THE ADDRESS YOU PROVIDE. YOUR USE OF THE ORO EXTENSION MARKETPLACE, INCLUDING ACCESS TO ANY EXTENSION AVAILABLE THEREFROM, FOLLOWING SUCH NOTICE SHALL BE DEEMED YOUR ACCEPTANCE OF SUCH CHANGES AND CONTINUED ACCEPTANCE OF THESE TERMS (THEN IN EFFECT). ORO RECOMMENDS THAT YOU REVIEW THESE TERMS ON A PERIODIC BASIS.

  9. Ratings and Reviews
  10. We may, in our sole discretion, offer a system for rating and/or reviewing Extensions listed on the Extensions directory (“Review”). In the event that we do, you may not take any actions that undermine the integrity of Oro’s rating system.

    In making a Review, you represent and warrant that (1) you are the sole author of the Review and owner of the intellectual property rights thereto; (2) your Review is accurate to the best of your knowledge; and (3) your Review does not violate any confidentiality, non-disclosure, or contractual obligations you might have towards a third party. When your Review consists of a review or evaluation of an Extension, you further represent and warrant that (a) you are a user of the Extension being reviewed; (b) unless you prominently disclose your affiliation and interest in such Review, you are not an employee, contractor, agent, officer or director of the vendor, of the Extension for which you are submitting a review, evaluation or opinion or such vendor’s channel partner (collectively “Vendor”) or a competitor of such Vendor that offers a competitive product or service or such competitor’s channel partner (collectively “Competitor”) and otherwise have no pecuniary interest in such Vendor, Competitor or their Extension; (c) your review does not disclose any confidential information of Vendor; (d) the opinions expressed in the Review are your honest opinions, findings, beliefs and experiences with respect to the Extension; (e) the statements made in the Review are not false or misleading in any respect; and (f) the Review is not defamatory, trade libelous, unlawfully threatening or unlawfully harassing.

    If Oro, in our sole discretion, determines that your Review is not in compliance with this Agreement, Oro may promptly modify or remove your Review.

    Any reviews and feedback you provide at Oro Marketplace shall be deemed to be non-confidential. Oro shall be free to use such information on an unrestricted basis.

  11. Indemnity
  12. You agree to indemnify and hold Oro, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Oro by any third party due to or arising out of or in connection with your use of the Oro Extension Marketplace.
    BY USING THE ORO EXTENSION MARKETPLACE, YOU AGREE (TO THE EXTENT PERMITTED BY APPLICABLE LAW) TO WAIVE ANY CLAIMS YOU MAY HAVE AGAINST ORO, AND TO HOLD ORO HARMLESS AND INDEMNIFY ORO WITH RESPECT TO ANY CLAIMS RELATING TO ANY ACTION TAKEN BY ORO AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THESE TERMS OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THESE TERMS HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE ORO OR RECOVER ANY DAMAGES WHATSOEVER FROM ORO AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO ORO EXTENSION MARKETPLACE, OR TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF ORO’S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THESE TERMS.

  13. Miscellaneous
  14. a. Waiver & Severability.

    Oro’s failure to insist upon strict performance of any of these Terms and conditions of these Terms by you will not operate as a waiver of any subsequent or other default or failure of performance. If any part of these Terms is determined by a court of competent jurisdiction to be invalid or unenforceable pursuant to applicable law or court order including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision(s) that most clearly matches the intent of the original provision and the remainder of these Terms shall continue in effect.

    b. General.

    These Terms are made in and shall be governed by the laws of the State of California, excluding choice of law principles. All proceedings shall be conducted in English. Venue for all proceedings shall be Santa Clara County, California, provided that Oro may seek injunctive relief in any court of competent jurisdiction. YOU AND ORO AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OCCURS. OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from these Terms. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from these Terms. No joint venture, partnership, employment, or agency relationship exists between you and Oro as a result of these Terms or your utilization of the Oro Extension Marketplace. Headings are for convenience only. These Terms along with these Terms represent the entire agreement between you and Oro with respect to use of the Oro Extension Marketplace, and hereby supersede all prior and/or contemporaneous communications and proposals, whether electronic, oral, or written between you and Oro with respect to the Oro Extension Marketplace. You may not assign or transfer any rights under these Terms without the prior express written consent of Oro, which may be withheld in Oro’s sole discretion.